As filed with the Securities and Exchange
Commission on September 26, 2019
Securities Act File No. 333-170122
Investment Company File No. 811-22487
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No.
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Post-Effective Amendment No. 457
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and/or
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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Amendment No. 459
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(Check appropriate
box or boxes)
________________
DBX ETF TRUST
(Exact name of Registrant as specified in its charter)
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345 Park Avenue
New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (212) 250-2500
________________
Freddi Klassen
DBX ETF Trust
345 Park Avenue
New York, New York 10154
(Name
and Address of Agent for Service)
Copy to: Stuart Strauss, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New
York 10036
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It is proposed that this filing will become effective: (check appropriate
box)
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immediately upon filing pursuant to paragraph (b)
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on October 1, 2019 pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a) (1)
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on (date) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (date) pursuant to paragraph (a)(2) of Rule 485
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If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment
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EXPLANATORY NOTE
This Post-Effective Amendment contains the Prospectuses
and Statements of Additional Information relating to the following series of the Registrant:
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Xtrackers International Real Estate ETF
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Xtrackers MSCI Emerging Markets Hedged Equity ETF
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Xtrackers MSCI EAFE Hedged Equity ETF
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Xtrackers MSCI Germany Hedged Equity ETF
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Xtrackers MSCI Japan Hedged Equity ETF
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Xtrackers MSCI Europe Hedged Equity ETF
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Xtrackers MSCI All World ex US Hedged Equity ETF
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Xtrackers MSCI South Korea Hedged Equity ETF
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Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
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Xtrackers MSCI EAFE High Dividend Yield Equity ETF
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Xtrackers Eurozone Equity ETF
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Xtrackers MSCI Eurozone Hedged Equity ETF
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Xtrackers Japan JPX-Nikkei 400 Equity ETF
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Xtrackers MSCI Latin America Pacific Alliance ETF
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Xtrackers High Yield Corporate Bond – Interest Rate Hedged
ETF
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Xtrackers Investment Grade Bond – Interest Rate Hedged
ETF
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Xtrackers Emerging Markets Bond – Interest Rate Hedged
ETF
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Xtrackers Municipal Infrastructure Revenue Bond ETF
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Xtrackers Harvest CSI 300 China A-Shares ETF
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Xtrackers MSCI China A Inclusion Equity ETF
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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Xtrackers MSCI All China Equity ETF
This Post-Effective Amendment is not intended to update
or amend any other Prospectuses or Statements of Additional Information of the Registrant’s other series.
Prospectus
October
1, 2019
Xtrackers International Real Estate ETF
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NYSE Arca, Inc.: HAUZ
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The Securities and Exchange
Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
Your investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.
Xtrackers
International Real Estate ETF
Ticker: HAUZ
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Stock Exchange: NYSE Arca, Inc.
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Investment
Objective
Xtrackers
International Real Estate ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the iSTOXX Developed and Emerging Markets ex USA PK VN Real Estate Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
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Management fee1
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0.12
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Other Expenses
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None
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Total annual fund operating expenses
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0.12
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Fee waiver/expense reimbursement
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0.02
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Total annual fund operating expenses
after fee waiver
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0.10
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1
Effective February 22, 2019, the fund’s management fee was reduced
from 0.60% to 0.12% of the fund’s average daily net assets.
The
Advisor has contractually agreed through September 30, 2020 to waive a portion of its management fees to the extent necessary
to prevent the operating expenses of the fund from exceeding 0.10% of the fund’s average daily net assets. This agreement
may only be terminated by the fund’s Board (and may not be terminated by the Advisor) prior to that time.
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage
commissions
that you may pay on your purchases and sales of shares of the fund. It also does not include the transaction fees on purchases
and redemptions of Creation Units (defined herein), because those fees will not be imposed on retail investors. Although your
actual costs may be higher or lower, based on these assumptions your costs would be:
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1 Year
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3 Years
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5 Years
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10 Years
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$10
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$37
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$66
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$152
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PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 43% of the average value of its
portfolio. Prior to February 22, 2019, the fund tracked its prior Underlying Index, the MSCI Asia Pacific ex Japan US Dollar Hedged
Index.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is a free-float capitalization weighted index that provides
exposure to publicly traded real estate securities in countries outside the United States, excluding Pakistan and Vietnam.
Portfolio
management uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will
invest in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other
characteristics of the Underlying Index as a whole. The fund will invest at least
Prospectus October 1, 2019
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Xtrackers International Real Estate ETF
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80%
of its total assets (but typically far more) in component securities (including depositary receipts in respect of such securities)
of the Underlying Index. Investments in such depositary receipts will count towards the fund’s 80% investment policy discussed
above with respect to the instruments that comprise the fund’s Underlying Index. The Underlying Index is composed of real
estate securities including equity real estate investment trusts (“REITs”) from companies incorporated outside the
United States, excluding Pakistan and Vietnam.
The
Underlying Index is reconstituted and rebalanced quarterly, and thus the fund rebalances its portfolio in a corresponding fashion.
As
of July 31, 2019, the Underlying Index consisted of 538 securities, with an average market capitalization of approximately $1,931.48
million and a minimum market capitalization of approximately $33.36 million, from issuers in the following countries: Australia,
Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong
Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Luxembourg, Malaysia, Mexico, the Netherlands, New Zealand, Norway,
the Philippines, Poland, Portugal, Russia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand,
Turkey and the United Kingdom. The fund will normally invest at least 80% of its net assets, plus the amount of any borrowings
for investment purposes, in real estate securities of issuers from countries outside the United States. As of July 31, 2019, the
Underlying Index was substantially comprised of securities of issuers from Japan (21.6%). The fund will not enter into transactions
to hedge against declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, the Underlying Index was wholly comprised of issuers
in the real estate sector. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the
main
risks noted below, any of which may adversely affect the fund’s net asset value (“NAV”), trading price, yield,
total return and ability to meet its investment objective, as well as numerous other risks that are described in greater detail
in the section of this Prospectus entitled “Additional Information About Fund Strategies, Underlying Index Information and
Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Real
estate sector risk. The fund’s assets will be concentrated in the real estate sector,
which means the fund will be more affected by the performance of the real estate sector than a fund that was not concentrated.
Adverse
economic, business or political developments affecting real estate could have a major effect on the value of the fund’s
investments. Investing in real estate securities (which include REITs) may subject the fund to risks associated with the direct
ownership of real estate. Changes in interest rates may also affect the value of the fund’s investment in real estate securities.
Real estate securities are dependent upon specialized management skills, have limited diversification and are, therefore, subject
to risks inherent in operating and financing a limited number of projects. Real estate securities are also subject to heavy cash
flow dependency and defaults by borrowers. In addition, if applicable, a REIT could fail to qualify for favorable tax treatment
under applicable tax law and could fail to maintain its exemption from the registration requirements of the Investment Company
Act of 1940, as amended.
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Xtrackers International Real Estate ETF
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Emerging
market securities risk. The securities of issuers located in emerging markets tend to be more
volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally have less
diverse and less mature economic structures and less stable political systems than those of developed countries. The securities
of issuers located or doing substantial business in emerging markets are often subject to rapid and large changes in price.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Risks
related to investing in Asia. Investment in securities of issuers in Asia involves risks and
special considerations not typically associated with investment in
the
US securities markets. Certain Asian economies have experienced high inflation, high unemployment, currency devaluations and restrictions,
and over-extension of credit. Many Asian economies have experienced rapid growth and industrialization, and there is no assurance
that this growth rate will be maintained. During the recent global recession, many of the export-driven Asian economies experienced
the effects of the economic slowdown in the United States and Europe, and certain Asian governments implemented stimulus plans,
low-rate monetary policies and currency devaluations. Economic events in any one Asian country may have a significant economic
effect on the entire Asian region, as well as on major trading partners outside Asia. Any adverse event in the Asian markets may
have a significant adverse effect on some or all of the economies of Asian countries in which the Fund invests. Many Asian countries
are subject to political risk, including corruption and regional conflict with neighboring countries. In addition, many Asian
countries are subject to social and labor risks associated with demands for improved political, economic and social conditions.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
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Xtrackers International Real Estate ETF
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Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement
periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are measured based
upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment
results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally
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Xtrackers International Real Estate ETF
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liquid
securities may be affected by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
Prior
to February 22, 2019, the fund operated with a different investment strategy. Performance would have been different if the fund’s
current investment strategy had been in effect. Returns for prior periods reflect those of the prior Underlying Index.
CALENDAR
YEAR TOTAL RETURNS(%)
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Returns
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Period ending
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Best Quarter
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8.57%
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March 31, 2017
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Worst Quarter
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-13.05%
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September 30, 2015
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Year-to-Date
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13.40%
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June 30, 2019
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Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
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Inception Date
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1
Year
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5
Years
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Since
Inception
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Returns before tax
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10/1/2013
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-10.80
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3.71
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4.22
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After tax on distributions
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10/1/2013
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-11.10
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2.55
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3.11
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After tax on distributions and sale of fund shares
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10/1/2013
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-6.00
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2.62
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3.04
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MSCI Asia Pacific ex Japan US Dollar Hedged Index
(reflects no deductions for fees, expenses or taxes)
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-10.10
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4.53
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4.90
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Effective
February 22, 2019, the fund changed its Underlying Index to the iSTOXX Developed and Emerging Markets ex USA PK VN Real Estate
Index from the MSCI Asia Pacific ex Japan US Dollar Hedged Index. Returns reflect performance for the prior Underlying Index.
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Fund Details
Additional
Information About Fund Strategies, Underlying Index Information and Risks
Investment
Objective
Xtrackers
International Real Estate ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the iSTOXX Developed and Emerging Markets ex USA PK VN Real Estate Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is a free-float capitalization weighted index that provides
exposure to publicly traded real estate securities in countries outside the United States, excluding Pakistan and Vietnam.
Portfolio
management uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will
invest in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other
characteristics of the Underlying Index as a whole. The fund will invest at least 80% of its total assets (but typically far more)
in component securities (including depositary receipts in respect of such securities) of the Underlying Index. Investments in
such depositary receipts will count towards the fund’s 80% investment policy discussed above with respect to the instruments
that comprise the fund’s Underlying Index. The fund's investments in depositary receipts may include American Depositary
Receipts (“ADRs”). ADRs are US dollar-denominated receipts representing shares of foreign based corporations. ADRs
are issued by US banks or trust companies, and entitle the holder to all dividends and capital gains that are paid out on the
underlying foreign shares. The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor
deems illiquid at the time of purchase or for which pricing information is not readily available. The Underlying Index is
composed
of real estate securities including equity real estate investment trusts (“REITs”) from companies incorporated outside
the United States, excluding Pakistan and Vietnam.
The
Underlying Index is reconstituted and rebalanced quarterly, and thus the fund rebalances its portfolio in a corresponding fashion.
As
of July 31, 2019, the Underlying Index consisted of 538 securities, with an average market capitalization of approximately $1,931.48
million and a minimum market capitalization of approximately $33.36 million, from issuers in the following countries: Australia,
Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong
Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Luxembourg, Malaysia, Mexico, the Netherlands, New Zealand, Norway,
the Philippines, Poland, Portugal, Russia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand,
Turkey and the United Kingdom. The fund will normally invest at least 80% of its net assets, plus the amount of any borrowings
for investment purposes, in real estate securities of issuers from countries outside the United States. As of July 31, 2019, the
Underlying Index was substantially comprised of securities of issuers from Japan (21.6%). The fund will not enter into transactions
to hedge against declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, the Underlying Index was wholly comprised of issuers
in the real estate sector. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities,
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structured
notes (notes on which the amount of principal repayment and interest payments are based on the movement of one or more specified
factors, such as the movement of a particular stock or stock index) and in futures contracts (including stock index futures),
options on futures contracts, other types of options and swaps related to its Underlying Index. The fund will not use futures
or options for speculative purposes.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying Index Information
The iSTOXX Developed and Emerging
Markets ex USA PK VN Real Estate Index is calculated and maintained by STOXX, Ltd. (“Index Provider” or “STOXX”). The Underlying Index is a free-float market capitalization- weighted Index
designed to measure the performance of international real estate securities of issuers incorporated outside the United States, Pakistan and Vietnam. The Underlying Index’s composition is reviewed and
reconstituted on a quarterly basis. The Underlying Index is composed of real estate securities (including equity real estate investment trusts) (“REITs”)) from companies incorporated outside the United
States, excluding Pakistan and Vietnam.
Defining the Equity Universe. The Underlying Index is constructed by aggregation of certain STOXX Total Market indices, each representing a broad market of equity securities in a particular country that covers at least
95% of the free-float market capitalization of its respective country.
To be eligible for inclusion in a
STOXX Country Total Market Index, securities must meet the following criteria:
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Common stocks and equities with similar characteristics from financial markets that provide reliable real-time, historical component and currency pricing, and reference and corporate actions data
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Listed companies on a regulated market on an exchange defined in the STOXX Investable Universe
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Certain equity instruments, such as investment companies and certain specified investment vehicles, are not eligible for inclusion. Companies that were recently removed from a STOXX Total Market Index due to mergers
and other corporate actions are not eligible for inclusion.
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Each STOXX Country Total Market
Index targets coverage of at least 95% of the free-float market capitalization of the investable stock universe at the cut-off date in the regarding country. All stocks in the investable stock
universe of the country in question are ranked in
terms of their free-float market capitalization at the cut-off date to produce the review list. A 93-99% buffer is applied as follows:
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The largest companies in the investible universe with a cumulative free-float market capitalization up to and including 93% of the investible universe, qualify for selection.
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The stocks covering the next two percent of cumulative free-float market capitalization are selected among the largest remaining current TMI components representing the portion of capitalization above 93% and up to
and including 99%.
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If the country coverage is still below the defined threshold, then the largest remaining stocks are selected until the country coverage is reached.
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The STOXX Regional Total Market
indices are aggregates of the STOXX Total Market country indices. They aim to provide a broad representation of the respective region. The indices are weighted according to free-float market capitalization.
The index universe of the
Underlying Index is defined by the STOXX Developed and Emerging Markets Total Market Index.
Stocks classified as being within
the real estate sector according to the Industry Classification Benchmark (ICB) code are eligible for inclusion in the Underlying Index.
Companies from the United States,
Pakistan and Vietnam are excluded. Sector changes are implemented immediately subsequent to corporate actions.
Weighting. The Underlying Index’s components are not subject to component weight restrictions or capping.
Maintaining the Index. The Underlying Index is reviewed and rebalanced on a quarterly basis. The review cut-off date is the last trading day of the month following the last quarterly index review.
iSTOXX Developed and Emerging Markets ex USA PK VN Real Estate Index
Number
of Components: approximately 538
The
Underlying Index is composed of real estate securities including equity real estate investment trusts (“REITs”) from
companies incorporated outside the United States, excluding Pakistan and Vietnam. The country pool consists of the following set
of countries: Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France,
Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Luxembourg, Malaysia, Mexico, the Netherlands,
New Zealand, Norway, the Philippines, Poland, Portugal, Russia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland,
Taiwan, Thailand, Turkey and the United Kingdom.
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Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Real
estate sector risk. The fund’s assets will be concentrated in the real estate sector, which
means the fund will be more affected by the performance of the real estate sector than a fund that was not concentrated. Adverse
economic, business or political developments affecting real estate could have a major effect on the value of the fund’s
investments.
Investing
in real estate securities (which include REITs) may subject the fund to risks associated with the direct ownership of real estate,
such as decreases in real estate values, overbuilding, increased competition and other risks related to local or general economic
conditions, increases in operating costs and property taxes, changes in zoning laws, casualty or condemnation losses, possible
environmental liabilities, regulatory limitations on rent and fluctuations in rental income. Changes in interest rates may also
affect the value of the fund’s investment in real estate securities. Certain real estate securities have a relatively small
market capitalization, which may tend to increase the volatility of the market price of these securities. Real estate securities
are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in
operating and
financing
a limited number of projects. Real estate securities are also subject to heavy cash flow dependency and defaults by borrowers.
REITs
pool investors’ funds for investment primarily in income producing real estate or real estate loans or interests. A US REIT
is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership,
assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net
capital gains) for each taxable year. Non-US REITs may be subject to a similar tax regime under the tax laws of the jurisdictions
in which such non-US REITs are organized. These distribution requirements may result in a REIT having insufficient capital for
future expenditures. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs; only Equity REITs are
eligible for inclusion in the Underlying Index.
Equity
REITs, which invest the majority of their assets directly in real property, derive their income primarily from rents. Equity REITs
can also realize capital gains by selling properties that have appreciated in value. The fund will not invest in real estate directly,
but only in securities issued by real estate companies. However, the fund may be subject to risks similar to those associated
with the direct ownership of real estate (in addition to securities markets risks) because of its policy of concentration in the
securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general
and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage
funds, overbuilding, extended vacancies of properties, increased competition, increases in property taxes and operating expenses,
changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties
for damages resulting from environmental problems, casualty or condemnation losses, limitations on rents, changes in neighborhood
values, the appeal of properties to tenants and changes in interest rates. Investments in REITs may subject fund shareholders
to duplicate management and administrative fees.
In
addition to these risks, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts.
Further, Equity REITs are dependent upon management skills and generally may not be diversified. Equity REITs are also subject
to heavy cash flow dependency, defaults by borrowers and self-liquidation. In addition, if applicable, Equity REITs could possibly
fail to qualify for the beneficial tax treatment available to REITs under applicable tax law, or to maintain their exemptions
from registration under the 1940 Act. The above factors may also adversely affect a borrower’s or a lessee’s ability
to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays
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in
enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting investments.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a
developed
market, and (vii) the risk that companies may be held to lower disclosure, corporate governance, auditing and financial reporting
standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Risks
related to investing in Asia. Investment in securities of issuers in Asia involves risks and
special considerations not typically associated with investment in the US securities markets. Certain Asian economies have experienced
over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic
recessions. Economic events in any one Asian country can have a significant effect on the entire Asian region as well as on major
trading partners outside Asia, and any adverse effect on some or all of the Asian countries and regions in which the fund invests.
The securities markets in some Asian economies are relatively underdeveloped and may subject the fund to higher action costs or
greater uncertainty than investments in more developed securities markets. Such risks may adversely affect the value of the fund’s
investments.
Governments
of many Asian countries have implemented significant economic reforms in order to liberalize trade policy, promote foreign investment
in their economies, reduce government control of the economy and develop market mechanisms. There can be no assurance these reforms
will continue or that they will be effective. Despite recent reform and privatizations, significant regulation of investment and
industry is still pervasive in many Asian countries and may restrict foreign ownership of domestic corporations and repatriation
of assets, which may adversely affect fund investments. Governments in some
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Asian
countries are authoritarian in nature, have been installed or removed as a result of military coups or have periodically used
force to suppress civil dissent. Disparities of wealth, the pace and success of democratization, and ethnic, religious and racial
disaffection have led to social turmoil, violence and labor unrest in some countries. Unanticipated or sudden political or social
developments may result in sudden and significant investment losses. Investing in certain Asian countries involves risk of loss
due to expropriation, nationalization, or confiscation of assets and property or the imposition of restrictions on foreign investments
and on repatriation of capital invested.
Some
countries and regions in which the fund invest have experienced acts of terrorism or strained international relations due to territorial
disputes, historical animosities or other defense concerns. For example, North and South Korea each have substantial military
capabilities, and historical local tensions between the two countries present the risk of war. Any outbreak of hostilities between
the two countries could have a severe adverse effect on the South Korean economy and securities markets. These and other security
situations may cause uncertainty in the markets of these geographic areas and may adversely affect the performance of local economies.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has historically been prone to natural disasters such as earthquakes, volcanoes and
tsunamis and is economically sensitive to environmental events. Any such event, such as the major earthquake and tsunami which
struck Japan in March 2011, could result in a significant adverse impact on the Japanese economy. Japan also remains heavily dependent
on oil imports, and higher commodity prices could therefore have a negative impact on the economy. Furthermore, Japanese corporations
often engage in high levels of corporate leveraging, extensive cross-purchases of the securities of other corporations and are
subject to a changing corporate governance structure. Japan may be
subject
to risks relating to political, economic and labor risks. Any of these risks, individually or in the aggregate, could adversely
affect investments in the fund.
Historically,
Japan has been subject to unpredictable national politics and may experience frequent political turnover. Future political developments
may lead to changes in policy that might adversely affect the fund’s investments. In addition, the Japanese economy faces
several concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets,
extensive cross- ownership by major corporations, a changing corporate governance structure, and large government deficits. The
Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports that could weaken the
economy. Furthermore, Japan has an aging workforce. It is a labor market undergoing fundamental structural changes, as traditional
lifetime employment clashes with the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
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Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary
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market).
The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by
the exchange specialist, market makers or other participants that trade the particular security. In times of severe market disruption,
the bid-ask spread often increases significantly. This means that shares may trade at a discount to the fund’s NAV, and
the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most want to
sell your shares. There are various methods by which investors can purchase and sell shares of the funds and various orders that
may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted
securities).
In unusual market conditions, even normally liquid securities may be affected by a degree of liquidity risk. This may affect only
certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a
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Fund Details
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volume
of transactions that overloads current information technology and communication systems and processes, impacting the ability to
conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of the
fund’s NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses
associated with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
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Other
Policies and Risks
While
the previous pages describe the main points of the fund’s strategy and risks, there are a few other matters to know about:
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Each of the policies described herein, including the investment objective and 80% investment policies of the fund, constitutes
a non-fundamental policy that may be changed by the Board without shareholder approval. The fund’s 80% investment policies
require 60 days’ prior written notice to shareholders before they can be changed. Certain fundamental policies of the
fund are set forth in the SAI.
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Because the fund seeks to track its Underlying Index, no fund invests defensively and the fund will not invest in money market
instruments or other short-term investments as part of a temporary defensive strategy to protect against potential market
declines.
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The fund may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency
purposes.
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The fund may borrow money under a credit facility to the extent necessary for temporary or emergency purposes, including
the funding of shareholder redemption requests, trade settlements, and as necessary to distribute to shareholders any income
necessary to maintain the fund’s status as a regulated investment company (“RIC”).
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Secondary market trading in fund shares may be halted by a stock exchange because of market conditions or other reasons.
In addition, trading in fund shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary
market volatility pursuant to “circuit breaker” rules on the exchange or market. If a trading halt or unanticipated
early closing of a stock exchange occurs, a shareholder may be unable to purchase or sell shares of the fund. There can be
no assurance that the requirements necessary to maintain the listing or trading of fund shares will continue to be met or
will remain unchanged or that shares will trade with any volume, or at all, in any secondary market. As with all other exchange
traded securities, shares may be sold short and may experience increased volatility and price decreases associated with such
trading activity.
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From time to time a third party, the Advisor and/or its affiliates may invest in the fund and hold its investment for a specific
period of time in order for the fund to achieve size or scale. There can be no assurance that any such entity would not redeem
its investment or that the size of the fund would be maintained at such levels. In order to comply with applicable law, it
is possible that the Advisor or its affiliates, to the extent they are invested in the fund, may be required to redeem some
or all of their ownership interests in the fund prematurely or at an inopportune time.
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From time to time, the fund may have a concentration of shareholder accounts holding a significant percentage of shares outstanding.
Investment activities of these shareholders could have a material impact on the fund. For example, the fund may be used as
an underlying investment for other registered investment companies.
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Portfolio
Holdings Information
A
description of the Trust’s policies and procedures with respect to the disclosure of the fund’s portfolio securities
is available in the fund’s SAI. The top holdings of the fund can be found at www.Xtrackers.com. Fund fact sheets provide
information regarding the fund’s top holdings and may be requested by calling 1-855-329-3837 (1-855-DBX-ETFS).
Who
Manages and Oversees the Fund
The
Investment Advisor
DBX
Advisors LLC (“Advisor”), with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for
the fund. Under the oversight of the Board, the Advisor makes the investment decisions, buys and sells securities for the fund
and conducts research that leads to these purchase and sale decisions.
The
Advisor is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed
financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG. Founded in 2010, the Advisor managed
approximately $13.7 billion in 38 operational exchange-traded funds, as of July 1, 2019.
DWS
represents the asset management activities conducted by DWS Group or any of its subsidiaries, including the Advisor and other
affiliated investment advisors.
DWS is a global organization that
offers a wide range of investing expertise and resources, including hundreds of portfolio managers and analysts and an office network that reaches the world’s major investment centers. This well- resourced
global investment platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing styles.
The
Advisor may utilize the resources of its global investment platform to provide investment management services through branch offices
or affiliates located outside the US. In some cases, the Advisor may also utilize its branch offices or affiliates located in
the US or outside the US to perform certain services, such as trade execution, trade matching and settlement, or various administrative,
back-office or other services. To the extent services are performed outside the US, such activity may be subject to both US and
foreign regulation. It is possible that the jurisdiction in which the Advisor or its affiliate performs such
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services
may impose restrictions or limitations on portfolio transactions that are different from, and in addition to, those in the US.
Management
Fee. Under the fund’s Investment Advisory Agreement, the Advisor is responsible for substantially
all expenses of the fund, including the cost of transfer agency, custody, fund administration, compensation paid to the Independent
Board Members, legal, audit and other services, except for the fee payments to the Advisor under the Investment Advisory Agreement
(also known as a “unitary advisory fee”), interest expense, acquired fund fees and expenses, taxes, brokerage expenses,
distribution fees or expenses (if any), litigation expenses and other extraordinary expenses.
For
its services to the fund, during the most recent fiscal year, the Advisor received aggregate unitary advisory fees at the following
annual rates as a percentage of the fund’s average daily net assets.
Fund Name
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Fee Paid
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Xtrackers International Real
Estate ETF
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0.28%*
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*
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Reflecting the effect of expense limitations and/or fee waivers then in effect.
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Effective
February 22, 2019, the Advisor receives a unitary advisory fee at an annual rate equal to 0.12% of the fund’s average daily
net assets. Prior to February 22, 2019, the Advisor received a unitary management fee at an annual rate equal to 0.60% of the
fund’s average daily net assets.
The
Advisor has contractually agreed, until September 30, 2020, to waive a portion of its management fees to the extent necessary
to prevent the operating expenses of the fund from exceeding 0.10% of the fund’s average daily net assets. This agreement
may only be terminated by the fund’s Board (and may not be terminated by the Advisor) prior to that time.
A
discussion regarding the basis for the Board's approval of the fund’s Investment Advisory Agreement is contained in the
most recent annual report for the annual period ended May 31. For information on how to obtain shareholder reports, see the back
cover.
Multi-Manager
Structure. The Advisor and the Trust may rely on an exemptive order (the “Order”)
from the SEC that permits the Advisor to enter into investment sub-advisory agreements with unaffiliated and wholly-owned subadvisors
without obtaining shareholder approval. The Advisor, subject to the review and approval of the Board, selects subadvisors for
the fund and supervises, monitors and evaluates the performance of the subadvisor.
The
Order also permits the Advisor, subject to the approval of the Board, to replace subadvisors and amend investment subadvisory
agreements, including fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit the
fund and its shareholders. The Advisor thus has the ultimate responsibility
(subject
to the ultimate oversight of the Board) to recommend the hiring and replacement of subadvisors as well as the discretion to terminate
any subadvisor and reallocate the fund’s assets for management among any other subadvisor(s) and itself. This means that
the Advisor is able to reduce the subadvisory fees and retain a larger portion of the management fee, or increase the subadvisory
fees and retain a smaller portion of the management fee. Pursuant to the Order, the Advisor is not required to disclose its contractual
fee arrangements with any subadvisor. The Advisor compensates the subadvisor out of its management fee.
Management
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
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Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
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Head of Passive Portfolio Management, Americas: New York.
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BS in Finance, Boston College.
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Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
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Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
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Lead Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Rutgers University.
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Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
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Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
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Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Yeshiva University.
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The
fund’s Statement of Additional Information provides additional information about a portfolio manager’s investments
in the fund, a description of the portfolio management compensation structure and information regarding other accounts managed.
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Investing
in the Fund
Additional
shareholder information, including how to buy and sell shares of the fund, is available free of charge by calling toll-free: 1-855-329-3837
(1-855-DBX-ETFS) or visiting our website at www.Xtrackers.com.
Buying
and Selling Shares
Shares
of the fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and sold throughout
the trading day at market prices like shares of other publicly-traded companies. The Trust does not impose any minimum investment
for shares of the fund purchased on an exchange. Buying or selling fund shares involves two types of costs that may apply to all
securities transactions. When buying or selling shares of the fund through a broker, you will likely incur a brokerage commission
or other charges determined by your broker. In addition, you may incur the cost of the “spread” – that is, any
difference between the bid price and the ask price. The commission is frequently a fixed amount and may be a significant proportional
cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of the fund based on
its trading volume and market liquidity, and is generally lower if the fund has a lot of trading volume and market liquidity and
higher if the fund has little trading volume and market liquidity.
Shares
of the fund may be acquired or redeemed directly from the fund only in Creation Units or multiples thereof, as discussed in the
section of this Prospectus entitled “Creations and Redemptions.” Only an AP may engage in creation or redemption transactions
directly with the fund. Once created, shares of the fund generally trade in the secondary market in amounts less than a Creation
Unit.
The
Board has evaluated the risks of market timing activities by the fund’s shareholders. The Board noted that shares of the
fund can only be purchased and redeemed directly from the fund in Creation Units by APs and that the vast majority of trading
in the fund’s shares occurs on the secondary market. Because the secondary market trades do not involve the fund directly,
it is unlikely those trades would cause many of the harmful effects of market timing, including dilution, disruption of portfolio
management, increases in the fund’s trading costs and the realization of capital gains. With regard to the purchase or redemption
of
Creation
Units directly with the fund, to the extent effected in-kind (i.e., for securities), such trades do not cause any of the harmful
effects (as previously noted) that may result from frequent cash trades. To the extent trades are effected in whole or in part
in cash, the Board noted that such trades could result in dilution to the fund and increased transaction costs, which could negatively
impact the fund’s ability to achieve its investment objective. However, the Board noted that direct trading by APs is critical
to ensuring that the fund’s shares trade at or close to NAV. In addition, the fund imposes both fixed and variable transaction
fees on purchases and redemptions of fund shares to cover the custodial and other costs incurred by the fund in effecting trades.
These fees increase if an investor substitutes cash in part or in whole for securities, reflecting the fact that the fund’s
trading costs increase in those circumstances. Given this structure, the Board determined that with respect to the fund it is
not necessary to adopt policies and procedures to detect and deter market timing of the fund’s shares.
The
national securities exchange on which the fund’s shares are listed is open for trading Monday through Friday and is closed
on weekends and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The
1940 Act imposes certain restrictions on investments by registered investment companies in the securities of other investment
companies, such as the fund. Registered investment companies are permitted to invest in the fund beyond applicable 1940 Act limitations,
subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment
companies enter into an agreement with the Trust.
Shares
of the fund trade on the exchange and under the ticker symbol as shown in the table below.
Fund name
|
Ticker Symbol
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Stock Exchange
|
Xtrackers International Real
Estate ETF
|
HAUZ
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NYSE Arca, Inc.
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Investing in the Fund
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Book
Entry
Shares
of the fund are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of the fund and is recognized as the owner of all shares for all
purposes.
Investors
owning shares of the fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities
depository for shares of the fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares,
you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures
of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry
or “street name” form.
Share
Prices
The
trading prices of the fund’s shares in the secondary market generally differ from the fund’s daily NAV per share and
are affected by market forces such as supply and demand, economic conditions and other factors. Information regarding the intraday
value of shares of the fund, also known as the “indicative optimized portfolio value” (“IOPV”), is disseminated
every 15 seconds throughout the trading day by the national securities exchange on which the fund’s shares are listed or
by market data vendors or other information providers. The IOPV is based on the current market value of the securities and/or
cash required to be deposited in exchange for a Creation Unit. The IOPV does not necessarily reflect the precise composition of
the current portfolio of securities held by the fund at a particular point in time nor the best possible valuation of the current
portfolio. Therefore, the IOPV should not be viewed as a “real-time” update of the NAV, which is computed only once
a day. The IOPV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers
that may trade in the portfolio securities held by the fund. The quotations of certain fund holdings may not be updated during
US trading hours if such holdings do not trade in the US. The fund is not involved in, or responsible for, the calculation or
dissemination of the IOPV and makes no representation or warranty as to its accuracy.
Determination
of Net Asset Value
The
NAV of the fund is generally determined once daily Monday through Friday as of the regularly scheduled close of business of the
New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each day that the NYSE is open for trading,
provided that (a) any fund assets or liabilities denominated in currencies other than the US
dollar
are translated into US dollars at the prevailing market rates on the date of valuation as quoted by one or more data service providers
(as detailed below) and (b) US fixed-income assets may be valued as of the announced closing time for trading in fixed-income
instruments in a particular market or exchange. NAV is calculated by deducting all of the fund’s liabilities from the total
value of its assets and dividing the result by the number of shares outstanding, rounding to the nearest cent. All valuations
are subject to review by the Trust’s Board or its delegate.
In
determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are available
are valued at market value. Equity investments are valued at market value, which is generally determined using the last reported
official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation.
Debt securities’ values are based on price quotations or other equivalent indications of value provided by a third-party
pricing service. Any such third-party pricing service may use a variety of methodologies to value some or all of the fund’s
debt securities to determine the market price. For example, the prices of securities with characteristics similar to those held
by the fund may be used to assist with the pricing process. In addition, the pricing service may use proprietary pricing models.
In certain cases, some of the fund’s debt securities may be valued at the mean between the last available bid and ask prices
for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality, and type.
Short- term securities for which market quotations are not readily available are valued at amortized cost, which approximates
market value. Money market securities maturing in 60 days or less will be valued at amortized cost. The approximate value of shares
of the applicable fund, an amount representing on a per share basis the sum of the current value of the deposit securities based
on their then current market price and the estimated cash component will be disseminated every 15 seconds throughout the trading
day through the facilities of the Consolidated Tape Association. Foreign currency exchange rates with respect to the fund’s
non-US securities are generally determined as of 4:00 p.m., London time. Generally, trading in non-US securities, US government
securities, money market instruments and certain fixed-income securities is substantially completed each day at various times
prior to the close of business on the NYSE. The values of such securities used in computing the NAV of the fund are determined
as of such earlier times. The value of the Underlying Index will not be calculated and disseminated intra-day. The value and return
of the fund’s Underlying Index is calculated once each trading day by the Index Provider based on prices received from the
international local markets. In addition the value of assets or liabilities denominated in non-US currencies will be converted
into US dollars using prevailing market rates on the date of valuation as quoted
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by
one or more data service providers. Use of a rate different from the rate used by the Index Provider may adversely affect the
fund’s ability to track its Underlying Index.
If
a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security,
the security will be valued by another method that the Adviser believes will better reflect fair value in accordance with the
Trust’s valuation policies and procedures approved by the Board. The fund may use fair value pricing in a variety of circumstances,
including but not limited to, situations when the value of a security in the fund’s portfolio has been materially affected
by events occurring after the close of the market on which the security is principally traded (such as a corporate action or other
news that may materially affect the price of a security) or trading in a security has been suspended or halted. Fair value pricing
involves subjective judgments and it is possible that a fair value determination for a security is materially different than the
value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between
the prices used to calculate the fund’s NAV and the prices used by the fund’s Underlying Index. This may adversely
affect the fund’s ability to track its Underlying Index. With respect to securities that are primarily listed on foreign
exchanges, the value of the fund’s portfolio securities may change on days when you will not be able to purchase or sell
your shares.
Creations
and Redemptions
Prior
to trading in the secondary market, shares of the fund are “created” at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples thereof (“Creation Units”). The size
of a Creation Unit will be subject to change. Each “creator” or AP (which must be a DTC participant) enters into an
authorized participant agreement (“Authorized Participant Agreement”) with the fund’s distributor, ALPS Distributors,
Inc. (the “Distributor”), subject to acceptance by the Transfer Agent. Only an AP may create or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specific basket of securities approximating the holdings of
the fund and a designated amount of cash. The fund may pay out a portion of its redemption proceeds in cash rather than through
the in-kind delivery of portfolio securities. Except when aggregated in Creation Units, shares are not redeemable by the fund.
The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in a form
described in the Authorized Participant Agreement.
Additional
information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt
of creation and redemption orders) is included in the SAI.
The
fund intends to comply with the US federal securities laws in accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests
will be sold in transactions that would be exempt from registration under the Securities Act of 1933, as amended (“1933
Act”). Further, an AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A
under the 1933 Act, will not be able to receive fund securities that are restricted securities eligible for resale under Rule
144A.
Dividends
and Distributions
General
Policies. Dividends from net investment income, if any, are generally declared and paid semi-annually
by the fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the Trust may
make distributions on a more frequent basis for the fund. The Trust reserves the right to declare special distributions if, in
its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or to
avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends
and other distributions on shares of the fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend
payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received
from the fund.
Dividend
Reinvestment Service. No dividend reinvestment service is provided by the Trust. Broker-dealers
may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of the fund for reinvestment
of their dividend distributions. Beneficial owners should contact their broker to determine the availability and costs of the
service and the details of participation therein. Brokers may require beneficial owners to adhere to specific procedures and timetables.
If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested
in additional whole shares of the fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares of the fund will be taxed. The tax information in this
Prospectus is provided as general information. You should consult your own tax professional about the tax consequences of an investment
in shares of the fund.
Unless
your investment in fund shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when the fund makes distributions or you sell fund shares.
Prospectus October 1, 2019
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20
|
Investing in the Fund
|
Taxes
on Distributions
Distributions
from the fund’s net investment income (other than qualified dividend income), including distributions of income from securities
lending and distributions out of the fund’s net short-term capital gains, if any, are taxable to you as ordinary income.
Distributions by the fund of net long-term capital gains in excess of net short-term capital losses (capital gain dividends) are
taxable to you as long-term capital gains, regardless of how long you have held such fund’s shares. Distributions by the
fund that qualify as qualified dividend income are taxable to you at long-term capital gain rates. The maximum individual rate
applicable to “qualified dividend income” and long-term capital gains is generally either 15% or 20%, depending on
whether the individual’s income exceeds certain threshold amounts.
Dividends
are eligible to be qualified dividend income to you, if you meet certain holding period requirements discussed below, if they
are attributable to qualified dividend income received by the fund. Generally, qualified dividend income includes dividend income
from taxable US corporations and qualified non-US corporations, provided that the fund satisfies certain holding period requirements
in respect of the stock of such corporations and has not hedged its position in the stock in certain ways. For this purpose, a
qualified non-US corporation means any non-US corporation that is eligible for benefits under a comprehensive income tax treaty
with the United States which includes an exchange of information program or if the stock with respect to which the dividend was
paid is readily tradable on an established United States security market. The term excludes a corporation that is a passive foreign
investment company.
For
a dividend to be treated as qualified dividend income, the dividend must be received with respect to a share of stock held without
being hedged by the fund, and to a share of the fund held without being hedged by you, for 61 days during the 121-day period beginning
at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend or in the case
of certain preferred stock 91 days during the 181-day period beginning 90 days before such date.
In
general, your distributions are subject to US federal income tax for the year when they are paid. Certain distributions paid in
January, however, may be treated as paid on December 31 of the prior year.
If
the fund’s distributions exceed current and accumulated earnings and profits, all or a portion of the distributions made
in the taxable year may be re-characterized as a return of capital to shareholders. A return of capital distribution generally
will not be taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or lower capital loss
when those shares on which the distribution was received are sold.
If
you are neither a resident nor a citizen of the United States or if you are a non-US entity, the fund’s ordinary income
dividends (which include distributions of net short- term capital gains) will generally be subject to a 30% US withholding tax,
unless a lower treaty rate applies, provided that withholding tax will generally not apply to any gain or income realized by a
non-US shareholder in respect of any distributions of long-term capital gains or upon the sale or other disposition of shares
of the fund.
Dividends
and interest received by the fund with respect to non-US securities may give rise to withholding and other taxes imposed by non-US
countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50%
of the total assets of the fund at the close of a year consist of non-US stocks or securities, the fund may “pass through”
to you certain non-US income taxes (including withholding taxes) paid by the fund. This means that you would be considered to
have received as additional gross income your share of such non-US taxes, but you may, in such case, be entitled to either a corresponding
tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your US federal
income tax.
If you are a resident or a citizen
of the United States, by law, back-up withholding (currently at a rate of 24%) will apply to your distributions and proceeds if you have not provided a taxpayer identification number or social security number and made
other required certifications.
Taxes
when Shares are Sold
Currently,
any capital gain or loss realized upon a sale of fund shares is generally treated as a long-term gain or loss if the shares have
been held for more than one year. Any capital gain or loss realized upon a sale of fund shares held for one year or less is generally
treated as short-term gain or loss, except that any capital loss on the sale of shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such shares.
Medicare
Tax
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from the fund and net gains from redemptions or other taxable dispositions of fund shares) of US individuals, estates
and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual)
or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
The
foregoing discussion summarizes some of the consequences under current US federal tax law of an investment in the fund. It is
not a substitute for personal
Prospectus October 1, 2019
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21
|
Investing in the Fund
|
tax
advice. You may also be subject to state and local taxation on fund distributions and sales of shares. Consult your personal tax
advisor about the potential tax consequences of an investment in shares of the fund under all applicable tax laws.
Authorized
Participants and the Continuous Offering of Shares
Because
new shares may be created and issued on an ongoing basis, at any point during the life of the fund a “distribution,”
as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could
render them statutory underwriters and subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination
of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note
that dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold
allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. For delivery of prospectuses to
exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is available only with respect to transactions on a national securities exchange.
Transaction
Fees
APs
are charged standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the
issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay an additional
variable charge (up to a maximum of 2% for redemptions, including the standard redemption fee) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fee for the fund is set forth in the table below. The
maximum redemption fee, as a percentage of the amount redeemed, is 2%.
Fund Name
|
Fee Paid
|
Xtrackers International Real
Estate ETF(1)
|
$0
|
(1)
Effective April 2, 2019, the standard and maximum transaction fees for the
creation or redemption of a Creation Unit of the fund will be paid by the fund’s Advisor. As such, the standard and maximum
transaction fees for the creation or redemption of a Creation Unit of the fund will be reduced from $5,400 to $0; however, the
Advisor reserves the right to amend or discontinue this subsidy upon supplement to the fund’s prospectus.
Distribution
The
Distributor distributes Creation Units for the fund on an agency basis. The Distributor does not maintain a secondary market in
shares of the fund. The Distributor has no role in determining the policies of the fund or the securities that are purchased or
sold by the fund. The Distributor’s principal address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
The
Advisor and/or its affiliates may pay additional compensation, out of their own assets and not as an additional charge to the
fund, to selected affiliated and unaffiliated brokers, dealers, participating insurance companies or other financial intermediaries
(“financial representatives”) in connection with the sale and/or distribution of fund shares or the retention and/or
servicing of fund investors and fund shares (“revenue sharing”). For example, the Advisor and/or its affiliates may
compensate financial representatives for providing the fund with “shelf space” or access to a third party platform
or fund offering list or other marketing programs, including, without limitation, inclusion of the fund on preferred or recommended
sales lists, fund “supermarket” platforms and other formal sales programs; granting the Advisor and/ or its affiliates
access to the financial representative’s sales force; granting the Advisor and/or its affiliates access to the financial
representative’s conferences and meetings; assistance in training and educating the financial representative’s personnel;
and obtaining other forms of marketing support.
The
level of revenue sharing payments made to financial representatives may be a fixed fee or based upon one or more of the following
factors: gross sales, current assets and/or number of accounts of the fund attributable to the financial representative, the particular
fund or fund type or other measures as agreed to by the Advisor and/or its affiliates and the financial representatives or any
combination thereof. The amount of these revenue sharing payments is determined at the discretion of the Advisor and/or its affiliates
from time to time, may be substantial, and may be different for different financial representatives based on, for example, the
nature of the services provided by the financial representative.
Receipt
of, or the prospect of receiving, additional compensation may influence your financial representative’s recommendation of
the fund. You should review your financial representative’s compensation disclosure and/or talk to your financial representative
to obtain more information on how this compensation may have influenced your financial representative’s recommendation of
the fund. Additional information regarding these revenue sharing payments is included in the fund’s Statement of Additional
Information, which is available to you on request at no charge (see the back cover of this Prospectus for more information on
how to request a copy of the Statement of Additional Information).
Prospectus October 1, 2019
|
22
|
Investing in the Fund
|
It
is possible that broker-dealers that execute portfolio transactions for the fund will include firms that also sell shares of the
fund to their customers. However, the Advisor will not consider the sale of fund shares as a factor in the selection of broker-dealers
to execute portfolio transactions for the fund. Accordingly, the Advisor has implemented policies and procedures reasonably designed
to prevent its traders from considering sales of fund shares as a factor in the selection of broker-dealers to execute portfolio
transactions for the fund. In addition, the Advisor and/or its affiliates will not use fund brokerage to pay for their obligation
to provide additional compensation to financial representatives as described above.
Premium/Discount
Information
Information
regarding how often shares of the fund traded on NYSE Arca at a price above (i.e., at a premium) or below (i.e., at a discount)
the NAV of the fund during the past calendar year can be found at www.Xtrackers.com.
Prospectus October 1, 2019
|
23
|
Investing in the Fund
|
Financial
Highlights
The
financial highlights are designed to help you understand recent financial performance. The figures in the first part of the table
are for a single share. The total return figures represent the percentage that an investor in the fund would have earned (or lost),
assuming all dividends and distributions were reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with the fund’s financial statements, is included in the fund’s
Annual Report (see “For More Information” on the back cover).
Xtrackers
International Real Estate ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$29.17
|
$26.22
|
$22.27
|
$27.90
|
$26.47
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
1.14
|
0.68
|
0.56
|
0.63
|
0.68
|
Net realized and unrealized gain
(loss)
|
(1.98)
|
3.01
|
3.89
|
(4.19)
|
2.04
|
Total from investment operations
|
(0.84)
|
3.69
|
4.45
|
(3.56)
|
2.72
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.49)
|
(0.74)
|
(0.50)
|
(1.09)
|
(1.29)
|
Net realized gains
|
—
|
—
|
—
|
(0.98)
|
—
|
Total distributions
|
(0.49)
|
(0.74)
|
(0.50)
|
(2.07)
|
(1.29)
|
Net Asset Value, end of year
|
$27.84
|
$29.17
|
$26.22
|
$22.27
|
$27.90
|
Total Return (%)
|
(2.78)b
|
14.20
|
20.34
|
(12.98)
|
10.78
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
60
|
4
|
4
|
4
|
11
|
Ratio of expenses before fee
waiver (%)
|
0.30
|
0.60
|
0.60
|
0.60
|
0.60
|
Ratio of expenses after fee waiver
(%)
|
0.28
|
0.60
|
0.60
|
0.60
|
0.60
|
Ratio of net investment income
(loss) (%)
|
4.25
|
2.40
|
2.34
|
2.64
|
2.51
|
Portfolio turnover rate (%)c
|
43
|
24
|
14
|
34
|
19
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
c
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
24
|
Financial Highlights
|
Appendix
Index
Providers and Licenses
STOXX
Ltd. (“STOXX”) is a provider of indexes and services to investors worldwide. STOXX is not affiliated with the Trust,
the Advisor, Bank of New York Mellon, the Distributor or any of their respective affiliates.
The
Advisor has entered into a license agreement with the Index Provider to use the Underlying Index. The Advisor has also entered
into a License Agreement with a broker- dealer for the use of certain customized analytical data. All license fees are paid by
the Advisor out of its own resources and not the assets of the fund.
Disclaimers
The
iSTOXX Developed and Emerging Markets ex USA PK VN Real Estate Index is the intellectual property (including registered trademarks)
of STOXX Limited, Zug, Switzerland (“STOXX”), Deutsche Börse Group or their licensors, which is used under license.
Xtrackers International Real Estate ETF is neither sponsored nor promoted, distributed or in any other manner supported by STOXX,
Deutsche Börse Group or their licensors, research partners or data providers and STOXX, Deutsche Börse Group and their
licensors, research partners or data providers do not give any warranty, and exclude any liability (whether in negligence or otherwise)
with respect thereto generally or specifically in relation to any errors, omissions or interruptions in the Index or its data.
Shares
of the fund are not sponsored, endorsed or promoted by NYSE Arca. NYSE Arca makes no representation or warranty, express or implied,
to the owners of the shares of the fund or any member of the public regarding the ability of the fund to track the total return
performance of its Underlying Index or the ability of the Underlying Index to track stock market performance. NYSE Arca is not
responsible for, nor has it participated in, the determination of the compilation or the calculation of the Underlying Index nor
in the determination of the timing of, prices of, or quantities of shares of the fund to be issued, nor in the determination or
calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares
of the fund in connection with the administration, marketing or trading of the shares of the fund.
NYSE
Arca does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein. NYSE Arca makes
no warranty, express or implied, as to results to be obtained by the Trust on behalf of the fund as licensee, licensee’s
customers and counterparties, owners of the shares of the fund, or any other person or entity from the use of the subject index
or any data included therein in connection with the rights licensed as described herein or for any other use. NYSE Arca makes
no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event
shall NYSE Arca have any liability for any direct, indirect, special, punitive, consequential or any other damages (including
lost profits) even if notified of the possibility of such damages.
The
Advisor does not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and the Advisor
shall have no liability for any errors, omissions or interruptions therein.
The
Advisor makes no warranty, express or implied, to the owners of shares of the fund or to any other person or entity, as to results
to be obtained by the fund from the use of the Underlying Index or any data included therein. The Advisor makes no express or
implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect
to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Advisor have
any liability for any special, punitive, direct, indirect or consequential damages (including lost profits), even if notified
of the possibility of such damages.
Prospectus October 1, 2019
|
25
|
Appendix
|
FOR
MORE INFORMATION:
1-855-329-3837
(1-855-DBX-ETFS)
Copies
of the prospectus, SAI and recent shareholder reports, when available, can be found on our website at www.Xtrackers.com. For more
information about the fund, you may request a copy of the SAI. The SAI provides detailed information about the fund and is incorporated
by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.
If
you have any questions about the Trust or shares of the fund or you wish to obtain the SAI or shareholder report free of charge,
please:
Call:
|
1-855-329-3837 or 1-855-DBX-ETFS
(toll free) Monday through Friday
8:30 a.m. to 6:30 p.m. (Eastern time)
E-mail: dbxquestions@list.db.com
|
Write:
|
DBX ETF Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
|
Information
about the fund (including the SAI), reports and other information about the fund are available on the EDGAR Database on the SEC’s
website at www.sec.gov,
and
copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address:
publicinfo@sec.gov.
Householding
is an option available to certain fund investors. Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even
if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in
householding and wish to change your householding status.
No
person is authorized to give any information or to make any representations about the fund and their shares not contained in this
prospectus and you should not rely on any other information. Read and keep the prospectus for future reference.
Investment Company Act File No.:
811-22487
Prospectus
October
1, 2019
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
NYSE Arca, Inc.: DBEM
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
NYSE Arca, Inc.: DBEF
|
Xtrackers MSCI Germany Hedged Equity ETF
|
NYSE Arca, Inc.: DBGR
|
Xtrackers MSCI Japan Hedged Equity ETF
|
NYSE Arca, Inc.: DBJP
|
Xtrackers MSCI Europe Hedged Equity ETF
|
NYSE Arca, Inc.: DBEU
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
NYSE Arca, Inc.: DBAW
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
NYSE Arca, Inc.: DBKO
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
NYSE Arca, Inc.: HDAW
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
NYSE Arca, Inc.: HDEF
|
Xtrackers Eurozone Equity ETF
|
Cboe BZX Exchange, Inc.: EURZ
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
NYSE Arca, Inc.: DBEZ
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
NYSE Arca, Inc.: JPN
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
NYSE Arca, Inc.: PACA
|
The
Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.
Table
of Contents
Fund Details
|
|
|
80
|
|
80
|
|
89
|
|
97
|
|
104
|
|
111
|
|
119
|
|
126
|
|
134
|
|
141
|
|
148
|
|
156
|
|
163
|
|
169
|
|
177
|
|
178
|
|
179
|
Your investment in a fund is not a bank deposit and is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency, entity or person.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Ticker: DBEM
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI Emerging Markets Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EM US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.65
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.65
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$66
|
$208
|
$362
|
$810
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track emerging market performance while mitigating
exposure to fluctuations between the value of the US dollar and the currencies of the countries included in the Underlying Index.
The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in
the component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same
weightings in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities
due to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to
track the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing
strategy that involves investing in a representative sample of securities that collectively has an investment profile similar
to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on
factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield),
and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying
Index when using a representative sampling indexing strategy. The fund will invest at least
Prospectus October 1, 2019
|
1
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
80%
of its total assets (but typically far more) in component securities (including depositary receipts in respect of such securities)
of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 1,193 securities, with an average market capitalization of approximately $4.55
billion and a minimum market capitalization of approximately $65 million, from issuers in the following countries: Argentina,
Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, Philippines,
Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from emerging markets countries and in instruments designed to hedge against the fund’s exposure to
non-US currencies.
Emerging
market countries are countries that major international financial institutions, such as the World Bank, generally consider to
be less economically mature than developed nations. Emerging market countries can include every nation in the world except the
United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. As of July 31, 2019, a significant
percentage of the Underlying Index was comprised of securities of issuers from China (31.8%). To the extent that the fund tracks
the Underlying Index, the fund’s investment in certain sectors or countries may change over time.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (24.8%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty,
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Xtrackers MSCI Emerging Markets Hedged Equity ETF
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trade
disputes and related geopolitical events have led, and in the future may lead, to increased short-term market volatility, which
may disrupt securities markets and have adverse long-term effects on US and world economies and markets. To the extent that the
fund invests in a particular geographic region, capitalization or sector, the fund’s performance may be affected by the
general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of qualified personnel. Additionally, the products
of information technology companies may face obsolescence due to rapid technological development and frequent new product introduction
by competitors. Finally, information technology companies are heavily dependent on patent and intellectual property rights, the
loss or impairment of which may adversely affect profitability.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for
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changes
in the Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes
in the value of non-US currencies against the US dollar during the month may affect the value of the fund’s investment.
Currency exchange rates can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in
the fund may also go up or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be
identified
and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.
In addition, the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the
exact proportions in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the
governments of certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences
or other regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying
Index is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices),
the fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell
certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index.
In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and
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extended
trade settlement periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are
measured based upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience
investment results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases,
shares
may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be
able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
9.37%
|
March 31, 2012
|
Worst Quarter
|
-13.21%
|
September 30, 2015
|
Year-to-Date
|
9.36%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own
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Xtrackers MSCI Emerging Markets Hedged Equity ETF
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actual
after-tax returns will depend on your tax situation and may differ from what is shown here. After-tax returns are not relevant
to investors who hold shares of the fund in tax-deferred accounts such as individual retirement accounts (“IRAs”)
or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
6/9/2011
|
-11.12
|
1.73
|
0.15
|
After tax on distributions
|
6/9/2011
|
-11.53
|
1.22
|
-0.39
|
After tax on distributions and sale of fund shares
|
6/9/2011
|
-5.98
|
1.34
|
0.14
|
MSCI EM US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-10.35
|
3.03
|
2.18
|
MSCI EM Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.58
|
1.65
|
0.17
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI EAFE Hedged Equity ETF
Ticker: DBEF
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI EAFE Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance, before
fees and expenses, of the MSCI EAFE US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.35
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.35
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$36
|
$113
|
$197
|
$443
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 5% of the average value of its portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track developed market performance while
mitigating exposure to fluctuations between the value of the US dollar and the currencies of the countries included in the Underlying
Index. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly
in the component securities (or a substantial number of the component securities) of the Underlying Index in substantially the
same weightings in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component
securities due to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy
to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is
an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based
on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and
yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in
the Underlying Index when using a representative sampling indexing strategy. The fund will invest at least
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80%
of its total assets (but typically far more) in component securities (including depositary receipts in respect of such securities)
of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 923 securities, with an average market capitalization of approximately $14.95
billion and a minimum market capitalization of approximately $1.2 billion, from issuers in the following countries: Australia,
Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from Europe, Australia and the Far East and in instruments designed to hedge against the fund’s exposure
to non-US currencies. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers
from Japan (24.0%) and the United Kingdom (16.7%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (18.7%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have
on
the United Kingdom, other EU countries and the global economy, which could be significant, potentially resulting in increased
volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore,
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because
no changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying
Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of
non-US currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange
rates can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also
go up or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency
contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against
currency fluctuations and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction
of
the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by
the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is
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likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced
by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process
creation
and/or redemption orders, (including in situations where APs have limited or diminished access to capital required to post collateral)
and no other AP is able to step forward to create and redeem in either of these cases, shares may trade at a discount to NAV like
closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
10.75%
|
March 31, 2012
|
Worst Quarter
|
-11.67%
|
December 31, 2018
|
Year-to-Date
|
15.12%
|
June 30, 2019
|
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Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
6/9/2011
|
-9.27
|
4.24
|
6.65
|
After tax on distributions
|
6/9/2011
|
-9.90
|
3.23
|
5.53
|
After tax on distributions and sale of fund shares
|
6/9/2011
|
-4.98
|
3.09
|
5.17
|
MSCI EAFE US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-8.96
|
4.61
|
7.06
|
MSCI EAFE Index (reflects
no deductions for fees, expenses or taxes)
|
|
-13.79
|
0.53
|
3.04
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 200,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI Germany Hedged Equity ETF
Ticker: DBGR
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI Germany Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Germany US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$144
|
$252
|
$567
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 11% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the German equity
market while mitigating exposure to fluctuations between the value of the US dollar and the euro. The fund uses a full replication
indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a
substantial number of the component securities) of the Underlying Index in substantially the same weightings in which they are
represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability
or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index
instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing
in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The fund will invest at least 80% of its total
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assets
(but typically far more) in component securities (including depositary receipts in respect of such securities) of the Underlying
Index.
As
of July 31, 2019, the Underlying Index consisted of 64 securities, with an average market capitalization of approximately $18.62
billion and a minimum market capitalization of approximately $1.61 billion.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the euro. The fund hedges the euro
to the US dollar by selling euro currency forwards at the one-month forward rate published by WM/Reuters. The amount of forward
contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the euro based on currency weights
as of the beginning of each month. While this approach is designed to minimize the impact of currency fluctuations on fund returns,
this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward currency contracts may not
perfectly offset the actual fluctuations of the euro relative to the US dollar.
The
fund may use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where
there is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms
are settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of German issuers and in instruments designed to hedge against the fund’s exposure to the euro. As of July 31,
2019, the Underlying Index was solely comprised of securities of issuers from Germany.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the consumer discretionary sector (18.2%) and in the financial services sector (16.3%). The consumer
discretionary goods sector includes durable goods, apparel, entertainment and leisure, and automobiles. The financial services
sector includes companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking
and brokerage and insurance. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified
solely
as a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the
fund is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Risks
related to investing in Germany. The German economy is dependent on the other countries in Europe
as key trade partners. Exports account for more than one-third of Germany’s output and are a key element in German economic
expansion. Reduction in spending by European countries on German products and services or negative changes in any of these countries
may cause an adverse impact on the German economy. In addition, the US is a large trade and investment partner of Germany. Decreasing
US imports, new trade regulations, changes in the US dollar exchange rates or a recession in the US may also have an adverse impact
on the German economy.
Investing
in German issuers involves political, social and regulatory risks. Certain sectors and regions of Germany have experienced high
unemployment and social unrest. These issues may have an adverse effect on the German economy or the German industries or sectors
in which the
fund
invests. Heavy regulation of labor and product markets is pervasive in Germany. These regulations may stifle economic growth or
result in extended recessionary periods.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
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Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying Index
due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of non-US
currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange rates
can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also go up
or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency contracts.
A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against currency fluctuations
and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to
honor
its commitments. This could cause losses for the fund or could delay the return or delivery of collateral or other assets to the
fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate
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from
the performance of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly
from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced
by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
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If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
Effective
May 31, 2013, changes were made to the fund’s investment objective. Prior to May 31, 2013, the fund was known as dbx-trackers
MSCI Canada Hedged Equity Fund (DBCN). Returns reflect performance for DBCN and its underlying hedged and unhedged indices through
May 31, 2013.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
20.94%
|
March 31, 2015
|
Worst Quarter
|
-13.41%
|
December 31, 2018
|
Year-to-Date
|
16.93%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own
actual
after-tax returns will depend on your tax situation and may differ from what is shown here. After-tax returns are not relevant
to investors who hold shares of the fund in tax-deferred accounts such as individual retirement accounts (“IRAs”)
or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
6/9/2011
|
-16.04
|
2.40
|
3.25
|
After tax on distributions
|
6/9/2011
|
-16.52
|
1.09
|
2.14
|
After tax on distributions and sale of fund shares
|
6/9/2011
|
-9.05
|
1.59
|
2.36
|
MSCI Germany US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-15.72
|
2.74
|
3.64
|
MSCI Germany Index (reflects
no deductions for fees, expenses or taxes)
|
|
-22.17
|
-2.13
|
0.44
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
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Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI Japan Hedged Equity ETF
Ticker: DBJP
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI Japan Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Japan US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$145
|
$252
|
$568
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 15% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the Japanese equity
market while mitigating exposure to fluctuations between the value of the US dollar and the Japanese yen. The fund uses a full
replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities
(or a substantial number of the component securities) of the Underlying Index in substantially the same weightings in which they
are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability
or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index
instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing
in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The
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fund
will invest at least 80% of its total assets (but typically far more) in component securities (including depositary receipts in
respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 323 securities, with an average market capitalization of approximately $10.26
billion and a minimum market capitalization of approximately $1.20 billion.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the Japanese yen. The fund hedges
the Japanese yen to the US dollar by selling Japanese yen currency forwards at the one-month forward rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the Japanese yen
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of the Japanese yen relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of Japanese issuers and in instruments designed to hedge against the fund’s exposure to the Japanese yen. As
of July 31, 2019, the Underlying Index was solely comprised of securities of issuers from Japan.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the industrials (21.1%) and consumer discretionary (18.5%) sectors. The industrials sector includes
companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering,
companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and
transportation services and supplies. Consumer discretionary goods include durable goods, apparel, entertainment and leisure,
and automobiles. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change
over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Xtrackers MSCI Japan Hedged Equity ETF
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy,
especially
the export sector, and destabilize the region as a whole. Japan is located in a part of the world that has historically been prone
to natural disasters such as earthquakes, volcanoes and tsunamis and is economically sensitive to environmental events. Any such
event, such as the major earthquake and tsunami which struck Japan in March 2011, could result in a significant adverse impact
on the Japanese economy. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore have
a negative impact on the economy. Furthermore, Japanese corporations often engage in high levels of corporate leveraging, extensive
cross-purchases of the securities of other corporations and are subject to a changing corporate governance structure. Japan may
be subject to risks relating to political, economic and labor risks. Any of these risks, individually or in the aggregate, could
adversely affect investments in the fund.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
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Xtrackers MSCI Japan Hedged Equity ETF
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Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying Index
due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of non-US
currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange rates
can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also go up
or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency contracts.
A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against currency fluctuations
and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying
Index)
it may cause the fund to not be as well correlated with the return of the Underlying Index as would be the case if the fund purchased
all of the securities in the Underlying Index in the proportions represented in the Underlying Index. Errors in the Underlying
Index data, the Underlying Index computations and/or the construction of the Underlying Index in accordance with its methodology
may occur from time to time and may not be identified and corrected by the index provider for a period of time or at all, which
may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest in certain securities
included in the Underlying Index, or invest in them in the exact proportions in which they are represented in the Underlying Index,
due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity in the markets in
which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the fund calculates
its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing prices (i.e., the
value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying Index may be
adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize
a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the fund’s return
may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time
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Xtrackers MSCI Japan Hedged Equity ETF
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than
the exchange on which the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing
times. Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times,
bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely to widen. The bid-ask spread of the fund
may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of the fund’s assets and the Underlying
Index’s (and thus the fund’s) hedging strategy. Further, secondary markets may be subject to irregular trading activity,
wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The
fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares in
the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
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CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
20.65%
|
March 31, 2013
|
Worst Quarter
|
-16.97%
|
December 31, 2018
|
Year-to-Date
|
6.88%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Class
Inception
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
6/9/2011
|
-14.03
|
3.66
|
9.01
|
After tax on distributions
|
6/9/2011
|
-14.64
|
2.20
|
7.83
|
After tax on distributions and sale of fund shares
|
6/9/2011
|
-7.64
|
2.44
|
6.92
|
MSCI Japan US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-13.61
|
4.30
|
9.73
|
MSCI Japan Index (reflects
no deductions for fees, expenses or taxes)
|
|
-12.88
|
3.06
|
5.33
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI Europe Hedged Equity ETF
Ticker: DBEU
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI Europe Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Europe US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$144
|
$252
|
$567
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 7% of the average value of its portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the developed markets
in Europe, while mitigating exposure to fluctuations between the value of the US dollar and the currencies of the countries included
in the Underlying Index. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the
fund invests directly in the component securities (or a substantial number of the component securities) of the Underlying Index
in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the fund
to acquire component securities due to limited availability or regulatory restrictions, the fund may use a representative sampling
indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when using a representative sampling indexing strategy. The
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fund
will invest at least 80% of its total assets (but typically far more) in component securities (including depositary receipts in
respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 442 securities, with an average market capitalization of approximately $19.56
billion and a minimum market capitalization of approximately $1.51 billion, from issuers in the following countries: Austria,
Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the
United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from Europe and in instruments designed to hedge against the fund’s exposure to non-US currencies.
As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers from the United Kingdom
(26.6%) and France (18.0%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (17.7%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Xtrackers MSCI Europe Hedged Equity ETF
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have
on
the United Kingdom, other EU countries and the global economy, which could be significant, potentially resulting in increased
volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore,
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|
Xtrackers MSCI Europe Hedged Equity ETF
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because
no changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying
Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of
non-US currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange
rates can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also
go up or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency
contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against
currency fluctuations and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction
of
the Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by
the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is
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Xtrackers MSCI Europe Hedged Equity ETF
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likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced
by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process
creation
and/or redemption orders, (including in situations where APs have limited or diminished access to capital required to post collateral)
and no other AP is able to step forward to create and redeem in either of these cases, shares may trade at a discount to NAV like
closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
11.14%
|
March 31, 2015
|
Worst Quarter
|
-10.61%
|
December 31, 2018
|
Year-to-Date
|
17.67%
|
June 30, 2019
|
Prospectus October 1, 2019
|
30
|
Xtrackers MSCI Europe Hedged Equity ETF
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
10/1/2013
|
-8.50
|
4.30
|
5.21
|
After tax on distributions
|
10/1/2013
|
-9.20
|
2.75
|
3.65
|
After tax on distributions and sale of fund shares
|
10/1/2013
|
-4.47
|
2.95
|
3.64
|
MSCI Europe US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-8.20
|
4.66
|
5.58
|
MSCI Europe Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.86
|
-0.61
|
0.87
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Prospectus October 1, 2019
|
31
|
Xtrackers MSCI Europe Hedged Equity ETF
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Ticker: DBAW
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI All World ex US Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to
the performance, before fees and expenses, of the MSCI ACWI ex USA US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.40
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.40
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$41
|
$129
|
$225
|
$507
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 13% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
in developed and emerging stock markets (excluding the United States), while mitigating exposure to fluctuations between the value
of the US dollar and the currencies of the countries included in the Underlying Index. The fund uses a full replication indexing
strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a substantial
number of the component securities) of the Underlying Index in substantially the same weightings in which they are represented
in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability or regulatory
restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index instead of a
full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when
Prospectus October 1, 2019
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32
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
using
a representative sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in
component securities (including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 2,205 securities, with an average market capitalization of approximately $9.37
billion and a minimum market capitalization of approximately $65 million, from issuers in the following countries: Argentina,
Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany,
Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway,
Pakistan, Peru, Philippines, Poland, Portugal, Qatar, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden,
Switzerland, Taiwan, Thailand, Turkey, the United Arab Emirates and the United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from countries other than the United States and in instruments designed to hedge against the fund’s
exposure to non-US currencies. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities
of issuers from Japan (16.5%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (21.6%). The financial services sector includes companies involved in
banking, consumer
finance,
asset management and custody banks, as well as investment banking and brokerage and insurance. To the extent that the fund tracks
the Underlying Index, the fund’s investment in certain sectors or countries may change over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and
Prospectus October 1, 2019
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33
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Xtrackers MSCI All World ex US Hedged Equity ETF
|
markets.
To the extent that the fund invests in a particular geographic region, capitalization or sector, the fund’s performance
may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide
reversals
may have a greater impact on small and medium-sized companies, since they lack the financial resources of larger companies. Small
and medium-sized company stocks are typically less liquid than large company stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying Index
due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of non-US
currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange rates
can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also go up
or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency contracts.
A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against currency fluctuations
and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Prospectus October 1, 2019
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|
Xtrackers MSCI All World ex US Hedged Equity ETF
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Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced
by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that
Prospectus October 1, 2019
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Xtrackers MSCI All World ex US Hedged Equity ETF
|
trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and
securities
lending in general, could trigger adverse tax consequences for the fund and its investors. For example, if the fund loans its
securities, the fund and its investors may lose the ability to treat certain fund distributions associated with those securities
as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
8.09%
|
March 31, 2015
|
Worst Quarter
|
-10.45%
|
December 31, 2018
|
Year-to-Date
|
13.73%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
Prospectus October 1, 2019
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36
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Xtrackers MSCI All World ex US Hedged Equity ETF
|
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
1/23/2014
|
-9.48
|
3.68
|
After tax on distributions
|
1/23/2014
|
-9.95
|
2.46
|
After tax on distributions and sale of fund shares
|
1/23/2014
|
-5.04
|
2.56
|
MSCI ACWI ex USA US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-9.26
|
4.14
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
0.74
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology
platforms
and/or reporting systems or other services related to the sale or promotion of the fund. These payments may create a conflict
of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more information.
Prospectus October 1, 2019
|
37
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Ticker: DBKO
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI South Korea Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the MSCI Korea 25/50 US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.58
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.58
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$59
|
$186
|
$324
|
$726
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 49% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the South Korean
equity market while mitigating exposure to fluctuations between the value of the US dollar and the South Korean won. The fund
uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component
securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using
a representative sampling indexing strategy.
Prospectus October 1, 2019
|
38
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
The
fund will invest at least 80% of its total assets (but typically far more) in component securities (including depositary receipts
in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 114 securities, with an average market capitalization of approximately $5.56
billion and a minimum market capitalization of approximately $108 million.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the South Korean won. The fund hedges
the South Korean won to the US dollar by selling South Korean won currency forwards at the one-month forward rate published by
WM/Reuters. The amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to
the South Korean won based on currency weights as of the beginning of each month. While this approach is designed to minimize
the impact of currency fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations.
The return of the forward currency contracts may not perfectly offset the actual fluctuations of the South Korean won relative
to the US dollar. The fund may use non-deliverable forward (“NDF”) contracts to execute its hedging transactions.
An NDF is a contract where there is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts,
which per their terms are settled by physical delivery of the currencies). Rather, based on the movement of the currencies and
the contractually agreed upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of South Korean issuers and in instruments designed to hedge against the fund’s exposure to the South Korean
won. As of July 31, 2019, the Underlying Index was solely comprised of securities of issuers from South Korea.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the information technology sector (35.0%). The information technology sector includes companies engaged
in developing software and providing data processing and outsourced services, along with manufacturing and distributing communications
equipment, computers and other electronic equipment and instruments. To the extent that the fund tracks the Underlying Index,
the fund’s investment in certain sectors may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified
solely
as a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the
fund is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Prospectus October 1, 2019
|
39
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Risks related to investing in South Korea. Investments in South Korean issuers may subject the fund to legal, regulatory, political, currency, security, and economic risks that are specific to South Korea. Substantial political
tensions exist between North Korea and South Korea and recently, these political tensions have escalated. The outbreak of hostilities between the two nations, or even the threat of an outbreak of hostilities will
likely adversely impact the South Korean economy. In addition, South Korea’s economic growth potential has recently been on a
decline, mainly because of a rapidly aging
population and structural problems. In addition, economic and political developments of South Korean neighbors may have an adverse effect on the South Korean economy.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of qualified personnel. Additionally, the products
of information technology companies may face obsolescence due to rapid technological development and frequent new product introduction
by competitors. Finally, information technology companies are heavily dependent on patent and intellectual property rights, the
loss or impairment of which may adversely affect profitability.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying Index
due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of non-US
currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange rates
can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also go up
or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency contracts.
A lack of liquidity in NDFs
Prospectus October 1, 2019
|
40
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
of
the hedged currency could adversely affect the fund’s ability to hedge against currency fluctuations and properly track
the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the
fund
calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing prices
(i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing
Prospectus October 1, 2019
|
41
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
and
selling shares in the secondary market may not experience investment results consistent with those experienced by those APs creating
and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Cash
transactions risk. Unlike most other ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Paying redemption proceeds in cash rather than through in-kind delivery
of portfolio securities may require the fund to dispose of or sell portfolio investments to obtain the cash needed to distribute
redemption proceeds at an inopportune time. This may cause the fund to recognize gains or losses that it might not have incurred
if it had made a redemption in- kind. As a result, the fund may pay out higher or lower annual capital gains distributions than
ETFs that redeem in kind. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from
the fund directly; all other investors buy and sell shares at market prices on an exchange.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
Prospectus October 1, 2019
|
42
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
12.12%
|
June 30, 2017
|
Worst Quarter
|
-11.67%
|
December 31, 2018
|
Year-to-Date
|
6.07%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
1/23/2014
|
-16.16
|
1.27
|
After tax on distributions
|
1/23/2014
|
-16.41
|
1.26
|
After tax on distributions and sale of fund shares
|
1/23/2014
|
-8.80
|
1.14
|
MSCI Korea 25/50 US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-15.28
|
2.60
|
MSCI Korea 25/50 Index (reflects
no deductions for fees, expenses or taxes)
|
|
-20.01
|
1.68
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Prospectus October 1, 2019
|
43
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
Xtrackers MSCI All
World ex US High Dividend Yield Equity ETF
Ticker: HDAW
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF (the “fund”) seeks investment results that correspond
generally to the performance, before fees and expenses, of the MSCI ACWI ex USA High Dividend Yield Index (the “Underlying
Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.20
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.20
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$20
|
$64
|
$113
|
$255
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 30% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
in developed and emerging stock markets (excluding the United States).
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using
a representative sampling indexing strategy. The Underlying Index is designed to reflect the performance of equities (excluding
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real
estate investment trusts (“REITs”)) in its parent index, the MSCI ACWI ex US Index, with higher dividend income and
quality characteristics than average dividend yields of equities in the parent index, where such higher dividend income and quality
characteristics are both sustainable and persistent. The fund will invest at least 80% of its total assets (but typically far
more) in component securities (including depositary receipts in respect of such securities) of the Underlying Index.
The
Underlying Index is a free float adjusted market capitalization weighted index. As of July 31, 2019, the Underlying Index consisted
of 333 securities, with an average market capitalization of approximately $10.87 billion and a minimum market capitalization of
approximately $66 million, from issuers in the following countries: Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile,
China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland,
Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway, Pakistan, Peru, Philippines, Poland, Portugal, Qatar,
Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Arab
Emirates and the United Kingdom. The Underlying Index is rebalanced semi-annually in May and November, and thus the fund rebalances
its portfolio in corresponding fashion.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities of issuers located in countries other than the United States. The fund will not enter into transactions to hedge against
declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (28.0%) and healthcare (15.6%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. Industries in the healthcare sector include pharmaceuticals, biotechnology, medical products and supplies, and
health care services. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Dividend-paying
stock risk. As a category, dividend-paying stocks may underperform non-dividend paying stocks
(and the stock market as a whole) over any period of time. In addition, issuers of dividend-paying stocks may have discretion
to defer or stop paying dividends for a stated period of time, or the anticipated acceleration of dividends may not occur as a
result of, among other things, a sharp rise in interest rates or an economic downturn. If
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the
dividend-paying stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be adversely
affected.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019.
Significant
uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and any adverse economic and political
effects such withdrawal may have on the United Kingdom, other EU countries and the global economy, which could be significant,
potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price
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competition.
In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted in an unusually
high degree of volatility in the financial markets for an extended period of time, the effects of which may persist indefinitely.
Healthcare
sector risk. To the extent that the fund invests significantly in the healthcare sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the financial services sector. The healthcare sector may be affected by government regulations and government healthcare programs,
increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare
companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that
company’s profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and
may be thinly capitalized and susceptible to product obsolescence.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and
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redeemed
in Creation Units (defined below), the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained
in the long-term. If market makers exit the business or are unable to continue making markets in fund shares, shares may trade
at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade
shares in the secondary market). Further, while the creation/redemption feature is designed to make it likely that shares normally
will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at
market makers, APs or market participants, or during periods of significant market volatility, may result in market prices that
differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage of differences
between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so.
In addition, the securities held by the fund may be traded in markets that close at a different time than the exchange on which
the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during
the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the
resulting premium or discount to the shares’ NAV is likely to widen. Further, secondary markets may be subject to irregular
trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s
NAV. The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares
in the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash
needs,
the fund may suffer a loss. This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those
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of
the Underlying Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is
not necessarily an indication of how the fund will perform in the future. Updated performance information is available on the
fund’s website at www.Xtrackers.com.
Prior
to February 13, 2018, the fund sought investment results that corresponded generally to the performance, before the fund’s
fees and expenses, of the MSCI ACWI ex USA High Dividend Yield US Dollar Hedged Index.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
5.49%
|
September 30, 2016
|
Worst Quarter
|
-9.53%
|
December 31, 2018
|
Year-to-Date
|
13.38%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
8/12/2015
|
-11.92
|
0.37
|
After tax on distributions
|
8/12/2015
|
-12.76
|
-0.43
|
After tax on distributions and sale of fund shares
|
8/12/2015
|
-6.52
|
0.36
|
MSCI ACWI ex USA High Dividend Yield Index (reflects
no deductions for fees, expenses or taxes)
|
|
-12.11
|
0.64
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
1.41
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Ticker: HDEF
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EAFE High Dividend Yield Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.20
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.20
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$20
|
$64
|
$113
|
$255
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 20% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track developed market performance.
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using
a representative sampling indexing strategy. The Underlying Index is designed to reflect the performance of equities (excluding
REITs) in its parent index, the MSCI EAFE Index, with
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higher
dividend income and quality characteristics than average dividend yields of equities in the parent index, where such higher dividend
income and quality characteristics are both sustainable and persistent. The fund will invest at least 80% of its total assets
(but typically far more) in component securities (including depositary receipts in respect of such securities) of the Underlying
Index.
The
Underlying Index is a free float adjusted market capitalization weighted index. As of July 31, 2019, the Underlying Index consisted
of 112 securities, with an average market capitalization of approximately $16.46 billion and a minimum market capitalization of
approximately $1.68 billion from issuers in the following countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany,
Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and
the United Kingdom. The Underlying Index is rebalanced semi-annually in May and November, and thus the Fund rebalances its portfolio
in corresponding fashion.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities located in developed countries in Europe, Australasia and the Far East. As of July 31, 2019, a significant percentage
of the Underlying Index was comprised of securities of issuers from the United Kingdom (28.2%) and Germany (17.0%). The fund will
not enter into transactions to hedge against declines in the value of the fund’s assets that are denominated in foreign
currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (20.7%) and healthcare (16.3%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. Industries in the healthcare sector include pharmaceuticals, biotechnology, medical products and supplies, and
health care services. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Dividend-paying
stock risk. As a category, dividend-paying stocks may underperform non-dividend paying stocks
(and the stock market as a whole) over any period of time. In addition, issuers of dividend-paying stocks may have discretion
to defer or stop paying dividends for a stated period of time, or the anticipated acceleration of dividends may not occur as a
result of, among other things, a sharp rise in interest rates or an economic downturn. If
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the
dividend-paying stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may be adversely
affected.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019.
Significant
uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and any adverse economic and political
effects such withdrawal may have on the United Kingdom, other EU countries and the global economy, which could be significant,
potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Healthcare
sector risk. To the extent that the fund invests significantly in the healthcare sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the
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financial
services sector. The healthcare sector may be affected by government regulations and government healthcare programs, increases
or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare companies
are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that company’s
profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and may be thinly
capitalized and susceptible to product obsolescence.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the
fund’s
NAV to the extent not offset by the transaction fee payable by an “Authorized Participant” (“AP”). Market
disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to adjust its exposure to the
required levels in order to track the Underlying Index. In addition, to the extent that portfolio management uses a representative
sampling approach (investing in a representative selection of securities included in the Underlying Index rather than all securities
in the Underlying Index) it may cause the fund to not be as well correlated with the return of the Underlying Index as would be
the case if the fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying
Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the Underlying Index
in accordance with its methodology may occur from time to time and may not be identified and corrected by the index provider for
a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be
able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they
are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries,
a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons.
To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’
closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track
the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale
may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed
above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions,
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including
disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in market
prices that differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage
of differences between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that
they will do so. In addition, the securities held by the fund may be traded in markets that close at a different time than the
exchange on which the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing times.
Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask
spreads and the resulting premium or discount to the shares’ NAV is likely to widen. Further, secondary markets may be subject
to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline
in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing
and selling shares in the secondary market may not experience investment results consistent with those experienced by those APs
creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market
participants
may adversely affect the fund and its shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
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Prior
to February 13, 2018, the fund sought investment results that corresponded generally to the performance, before the fund’s
fees and expenses, of the MSCI EAFE High Dividend Yield US Dollar Hedged Index.
CALENDAR
YEAR TOTAL RETURNS(%)
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
2016
|
2017
|
2018
|
11.58
|
9.83
|
-13.28
|
|
Returns
|
Period ending
|
Best Quarter
|
5.97%
|
March 31, 2017
|
Worst Quarter
|
-10.44%
|
December 31, 2018
|
Year-to-Date
|
14.13%
|
June 30, 2019
|
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
8/12/2015
|
-13.28
|
-0.20
|
After tax on distributions
|
8/12/2015
|
-13.98
|
-1.44
|
After tax on distributions and sale of fund shares
|
8/12/2015
|
-7.36
|
-0.11
|
MSCI EAFE High Dividend Yield Index (reflects
no deductions for fees, expenses or taxes)
|
|
-13.23
|
0.12
|
MSCI EAFE Index (reflects
no deductions for fees, expenses or taxes)
|
|
-13.79
|
0.28
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
Eurozone Equity ETF
Ticker: EURZ
|
Stock Exchange: Cboe BZX Exchange Inc.
|
Investment
Objective
Xtrackers
Eurozone Equity ETF (the “fund”) seeks investment results that correspond generally to the performance, before fees
and expenses, of the NASDAQ Eurozone Large Mid Cap Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.09
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.09
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$9
|
$29
|
$51
|
$115
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 14% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
of large- and mid-capitalization companies based in the countries in the Economic and Monetary Union (the “EMU” or
“Eurozone”) of the European Union (“EU”). The Underlying Index is composed of equity securities of companies
that are based in countries in the Eurozone that have adopted the euro as their common currency and sole legal tender. When constructing
the Underlying Index, Nasdaq Global Indexes (“Nasdaq” or the “Index Provider”) assigns each eligible index
security to a country which will govern its inclusion in the Underlying Index based on three categories: (i) the index security’s
country of incorporation; (ii) the index security’s country of domicile; and (iii) the index security’s country of
primary exchange listing. Generally, if two or more of the categories match, the index security will be assigned to that country.
The Underlying Index is market capitalization weighted and it is rebalanced semi-annually in March and September.
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to
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limited
availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying
Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves
investing in a representative sample of securities that collectively has an investment profile similar to the Underlying Index.
The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization
and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to
those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 308 securities with an average market capitalization of approximately $21.08
billion and a minimum market capitalization of approximately $2.4 billion from issuers in the following countries: Austria, Belgium,
Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from issuers in the Eurozone and in instruments designed to hedge the fund’s exposure to non-US currencies. As
of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers from France (33.9%)
and Germany (27.1%). The fund will not enter into transactions to hedge against declines in the value of the fund’s assets
that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (19.3%), consumer goods (20.1%) and industrials (17.0%) sectors. The financial
services sector includes companies involved in banking, consumer finance, asset management and custody banks, as well as investment
banking and brokerage and insurance. The industrials sector includes companies engaged in the manufacture and distribution of
capital goods, such as those used in defense, construction and engineering, companies that manufacture and distribute electrical
equipment and industrial machinery and those that provide commercial and transportation services and supplies. To the extent that
the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified”
over
time. The fund could again become non-diversified solely as a result of a change in relative market capitalization or index weighting
of one or more constituents of the index that the fund is designed to track. Shareholder approval will not be sought when the
fund crosses from diversified to non-diversified status under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have
on
the United Kingdom, other EU countries and the global economy, which could be significant, potentially resulting in increased
volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Medium-sized
company risk. Medium-sized company stocks tend to be more volatile than large company stocks.
Because stock analysts are less likely to follow medium-sized companies, less information about them is available to investors.
Industry-wide reversals may have a greater impact on medium-sized companies, since they lack the financial resources of larger
companies. Medium-sized company stocks are typically less liquid than large company stocks.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Consumer
goods sector risk. To the extent that the fund invests significantly in the consumer goods sector,
the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the consumer goods sector. The success of consumer goods manufacturers and retailers is tied closely to the performance of
the overall global economy, interest rates, competition, government regulation and consumer confidence. Also, the success of food,
beverage, household and personal products companies may be strongly affected by consumer interest and marketing campaigns. Companies
in the consumer goods sector may be subject to severe competition, which may have an adverse impact
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on
their profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer goods
in the marketplace.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not
factored
into the return of the Underlying Index. Transaction costs, including brokerage costs, will decrease the fund’s NAV to the
extent not offset by the transaction fee payable by an “Authorized Participant” (“AP”). Market disruptions
and regulatory restrictions could have an adverse effect on the fund’s ability to adjust its exposure to the required levels
in order to track the Underlying Index. In addition, to the extent that portfolio management uses a representative sampling approach
(investing in a representative selection of securities included in the Underlying Index rather than all securities in the Underlying
Index) it may cause the fund to not be as well correlated with the return of the Underlying Index as would be the case if the
fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index. Errors in
the Underlying Index data, the Underlying Index computations and/or the construction of the Underlying Index in accordance with
its methodology may occur from time to time and may not be identified and corrected by the index provider for a period of time
or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest
in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they are represented
in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity
in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the
fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely
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that
shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including
disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in market
prices that differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage
of differences between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that
they will do so. In addition, the securities held by the fund may be traded in markets that close at a different time than the
exchange on which the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing times.
Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask
spreads and the resulting premium or discount to the shares’ NAV is likely to widen. Further, secondary markets may be subject
to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline
in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing
and selling shares in the secondary market may not experience investment results consistent with those experienced by those APs
creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
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Prior
to October 27, 2017, the fund sought investment results that corresponded generally to the performance, before the fund’s
fees and expenses, of the MSCI Southern Europe US Dollar Hedged Index.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
12.29%
|
December 31, 2016
|
Worst Quarter
|
-14.29%
|
December 31, 2018
|
Year-to-Date
|
16.15%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
8/19/2015
|
-17.10
|
-4.40
|
After tax on distributions
|
8/19/2015
|
-17.32
|
-4.86
|
After tax on distributions and sale of fund shares
|
8/19/2015
|
-9.29
|
-3.07
|
NASDAQ Eurozone Large Mid Cap Index (reflects
no deductions for fees, expenses or taxes)
|
|
-17.29
|
-4.23
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
1.98
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI Eurozone Hedged Equity ETF
Ticker: DBEZ
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI Eurozone Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EMU IMI US Dollar Hedged Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$144
|
$252
|
$567
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 5% of the average value of its portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
based in the countries in the European Monetary Union (the “EMU”), while seeking to mitigate exposure to fluctuations
between the value of the US dollar and the euro. The fund uses a full replication indexing strategy to seek to track the Underlying
Index. As such, the fund invests directly in the component securities (or a substantial number of the component securities) of
the Underlying Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not
possible for the fund to acquire component securities due to limited availability or regulatory restrictions, the fund may use
a representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy.
“Representative sampling” is an indexing strategy that involves investing in a representative sample of securities
that collectively has an investment profile similar to the Underlying Index. The securities selected are expected to have, in
the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental
characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund
may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing strategy. The
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Underlying
Index is composed of equities from countries in the EMU, or the “Eurozone,” that have adopted the euro as their common
currency and sole legal tender. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 704 securities with an average market capitalization of approximately $6.97
billion and a minimum market capitalization of approximately $76 million from issuers in the following countries: Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Netherlands, Portugal and Spain.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the euro. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the
date of the contract agreed upon by the parties, at a price set at the time of the contract. The fund (and the Underlying Index)
hedges the euro in the portfolio to US dollars by selling the euro forward at the one-month forward rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the euro based
on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency fluctuations
on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward currency
contracts may not perfectly offset the actual fluctuations of the euro relative to the US dollar. The fund may use non-deliverable
forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there is no physical settlement
of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are settled by physical delivery
of the currencies). Rather, based on the movement of the currencies and the contractually agreed upon exchange rate, a net cash
settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from issuers in the Eurozone. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of
securities of issuers from France (33.3%) and Germany (27.1%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (16.3%) and industrials (15.7%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. The industrials sector includes
companies
engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering, companies
that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and transportation
services and supplies. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and
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in
the future may lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term
effects on US and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization
or sector, the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In
June
2016, citizens of the United Kingdom approved a referendum to leave the EU and in March 2017, the United Kingdom initiated its
withdrawal from the EU, which is currently scheduled to occur by the end of October 2019. Significant uncertainty exists regarding
the United Kingdom’s anticipated withdrawal from the EU and any adverse economic and political effects such withdrawal may
have on the United Kingdom, other EU countries and the global economy, which could be significant, potentially resulting in increased
volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
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Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Forward
currency contract risk. The fund’s forward currency contracts may not be successful in
minimizing the impact of changes in the value of the non-US currencies against the US dollar. To the extent the fund’s forward
currency contracts are not successful, the US dollar value of your investment in the fund may go down. Furthermore, because no
changes in the currency weights in the Underlying Index are made during the month to account for changes in the Underlying Index
due to price movement of securities, corporate events, additions, deletions or any other changes, changes in the value of non-US
currencies against the US dollar during the month may affect the value of the fund’s investment. Currency exchange rates
can be very volatile and can change quickly and unpredictably. Therefore, the value of an investment in the fund may also go up
or down quickly and unpredictably and investors may lose money. NDFs may be less liquid than deliverable forward currency contracts.
A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability to hedge against currency fluctuations
and properly track the Underlying Index.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not
factored
into the return of the Underlying Index. Transaction costs, including brokerage costs, will decrease the fund’s NAV to the
extent not offset by the transaction fee payable by an “Authorized Participant” (“AP”). Market disruptions
and regulatory restrictions could have an adverse effect on the fund’s ability to adjust its exposure to the required levels
in order to track the Underlying Index. In addition, to the extent that portfolio management uses a representative sampling approach
(investing in a representative selection of securities included in the Underlying Index rather than all securities in the Underlying
Index) it may cause the fund to not be as well correlated with the return of the Underlying Index as would be the case if the
fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index. Errors in
the Underlying Index data, the Underlying Index computations and/or the construction of the Underlying Index in accordance with
its methodology may occur from time to time and may not be identified and corrected by the index provider for a period of time
or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest
in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they are represented
in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity
in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the
fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely
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that
shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including
disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in market
prices that differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage
of differences between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that
they will do so. In addition, the securities held by the fund may be traded in markets that close at a different time than the
exchange on which the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing times.
Accordingly, during the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask
spreads and the resulting premium or discount to the shares’ NAV is likely to widen. The bid-ask spread of the fund may
be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of the fund’s assets and the Underlying
Index’s (and thus the fund’s) hedging strategy. Further, secondary markets may be subject to irregular trading activity,
wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The
fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares in
the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such
a
targeted country, countries or regions are likely to have a greater effect on fund performance than they would in a more geographically
diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
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CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
17.99%
|
March 31, 2015
|
Worst Quarter
|
-12.30%
|
December 31, 2018
|
Year-to-Date
|
18.45%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
12/10/2014
|
-10.75
|
4.67
|
After tax on distributions
|
12/10/2014
|
-11.12
|
3.77
|
After tax on distributions and sale of fund shares
|
12/10/2014
|
-5.83
|
3.47
|
MSCI EMU IMI US Dollar Hedged Index (reflects
no deductions for fees, expenses or taxes)
|
|
-10.61
|
4.85
|
MSCI EMU IMI Net Total Return (reflects
no deductions for fees, expenses or taxes)
|
|
-17.41
|
1.28
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Ticker: JPN
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
Japan JPX-Nikkei 400 Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the JPX-Nikkei 400 Net Total Return Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.09
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.09
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$9
|
$29
|
$51
|
$115
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 149% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
of issuers who are primarily listed on the following sections of Tokyo Stock Exchange (“TSE”): the 1st section, the
2nd section, Mothers or JASDAQ. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such,
the fund invests directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
fund to acquire component securities due to limited availability or regulatory restrictions, the fund may use a representative
sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when using a representative sampling indexing strategy. The Underlying Index is
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comprised
of the equity securities of the 400 highest scoring issuers listed on the TSE, as measured in return on equity, cumulative operating
profit and current market value. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 397 securities with an average market capitalization of approximately $10.9
billion and a minimum market capitalization of approximately $505 million.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from Japanese issuers. As of July 31, 2019, the Underlying Index was solely comprised of issuers in Japan. The fund
will not enter into transactions to hedge against declines in the value of the fund’s assets that are denominated in foreign
currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the industrials (23.3%) and consumer discretionary (15.6%) sectors. The industrials sector includes
companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering,
companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and
transportation services and supplies. Consumer discretionary goods sector includes durable goods, apparel, entertainment and leisure,
and automobiles. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change
over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than
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those
for US investments, and the transactions and custody of foreign assets may involve delays in payment, delivery or recovery of
money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has historically been prone to natural disasters such as earthquakes, volcanoes and
tsunamis and is economically sensitive to environmental events. Any such event, such as the major earthquake and tsunami which
struck Japan in March 2011, could result in a significant adverse impact on the Japanese economy. Japan also remains heavily dependent
on oil imports, and higher commodity prices could therefore have a negative impact on the economy. Furthermore, Japanese corporations
often engage in high levels of corporate leveraging, extensive cross-purchases of the securities of other corporations and are
subject to a changing corporate governance structure. Japan may be subject to risks relating to political, economic and labor
risks. Any of these risks, individually or in the aggregate, could adversely affect investments in the fund.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the
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possibility
of government intervention and restrictive or opaque business and investment policies may also reduce the value of a country’s
currency. Government monetary policies and the buying or selling of currency by a country’s government may also influence
exchange rates. Currency exchange rates can be very volatile and can change quickly and unpredictably. Therefore, the value of
an investment in the fund may also go up or down quickly and unpredictably and investors may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not
based
on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes,
the fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the
Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of
the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement
periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are measured based
upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment
results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
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Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
8.70%
|
December 31, 2017
|
Worst Quarter
|
-14.72%
|
December 31, 2018
|
Year-to-Date
|
7.51%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
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Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
6/24/2015
|
-14.19
|
1.23
|
After tax on distributions
|
6/24/2015
|
-14.31
|
1.04
|
After tax on distributions and sale of fund shares
|
6/24/2015
|
-8.22
|
1.08
|
JPX-Nikkei 400 Net Total Return Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.27
|
1.36
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
-0.04
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology
platforms
and/or reporting systems or other services related to the sale or promotion of the fund. These payments may create a conflict
of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment.
Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
MSCI Latin America Pacific Alliance ETF
Ticker: PACA
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
Xtrackers
MSCI Latin America Pacific Alliance ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Latin America Pacific Alliance Capped Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$144
|
$252
|
$567
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance.
Portfolio
turnover rate for the period from October 30, 2018 (commencement of operations) through the most recent fiscal year, the fund’s
portfolio turnover rate was 44%.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to provide exposure to equity securities of
issuers from Latin American member states of the Pacific Alliance, currently consisting of Chile, Colombia, Mexico and Peru, as
well as securities that are headquartered and carry out the majority of operations in the respective country. The Underlying Index
is a free float adjusted, market capitalization-weighted index with a capping methodology applied to issuer weights so that no
single issuer of a component exceeds 25% of the Underlying Index weight, all issuers with weight above 5% do not exceed 50% of
the Underlying Index weight and no single country exceeds 50% of the Underlying Index weight. The fund uses a full replication
indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a
substantial number of the component securities) of the Underlying Index in substantially the same weightings in which they are
represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability
or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index
instead of a full replication indexing strategy. “Representative sampling” is an
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indexing
strategy that involves investing in a representative sample of securities that collectively has an investment profile similar
to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on
factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield),
and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying
Index when using a representative sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically
far more) in component securities of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 137 securities with an average market capitalization of approximately $2.14
billion and a minimum market capitalization of approximately $21 million from issuers in the following countries: Canada, Chile,
Colombia, Mexico, Peru and the United Kingdom.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities of issuers from Latin American member states of the Pacific Alliance (including securities that are headquartered and
carry out the majority of operations in such countries). As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of securities of issuers from Mexico (48.3%) and Chile (22.6%). The fund will not enter into transactions to hedge
against declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (27.9%) and consumer staples (21.3%) sectors. The financial services sector
includes companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and
brokerage and insurance. The consumer staples sector includes companies whose businesses are less susceptible to economic cycles.
These companies include manufacturers and distributors of food, beverages, non-durable household goods and personal products,
as well as food and drug retail companies and consumer product super centers. To the extent that the fund tracks the Underlying
Index, the fund’s investment in certain sectors or countries may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder
approval
will not be sought when the fund crosses from diversified to non-diversified status under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for
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companies
based in foreign markets differ from those in the US. Additionally, foreign securities markets generally are smaller and less
liquid than US markets. To the extent that the fund invests in non-US dollar denominated foreign securities, changes in currency
exchange rates may affect the US dollar value of foreign securities or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Latin American economic risk. High interest, inflation, government defaults and unemployment rates characterize the economies in some Latin American countries. Currency devaluations in any Latin American country can
have a significant effect on the entire region. Because commodities such as oil and gas, minerals, and metals represent a significant percentage of the region’s exports, the economies of Latin American countries
are particularly sensitive to fluctuations in commodity prices. As a result, the economies in many Latin American countries can experience significant volatility.
Risks related to investing in
Chile. Investments in Chilean issuers involve risks that are specific to Chile, including legal, regulatory, political, currency, environmental and economic risks. Among other things, the Chilean
economy is heavily dependent on key trading partners for the export of certain commodities, making it vulnerable to commodity prices.
Risks related to investing in
Colombia. Investments in Colombian issuers and companies that have significant operations in Colombia involve risks that are specific to Colombia, including legal, regulatory, political and economic
risks. The Colombian economy has grown steadily during the past several years, and there can be no assurance that economic growth will continue. The Colombian economy depends heavily on oil, coal and other commodity
exports, making it vulnerable to commodity prices.
Risks
related to investing in Mexico. Investments in Mexican issuers involve risks that are specific
to Mexico, including legal, regulatory, political, currency, security and economic risks. Mexico has privatized or has begun the
process of privatization of certain entities and industries. In some instances, investors in some newly privatized entities have
suffered losses due to the inability of the newly privatized entities to adjust quickly to a competitive environment or to changing
regulatory and legal standards. There is no assurance that such losses will not recur. The Mexican economy may be significantly
affected by the economies of other Central and South American countries. High interest, inflation, government defaults and unemployment
rates characterize the economies in some Central and South American countries. Currency devaluations in any Central and South
American country can have a significant effect on the entire region. Because commodities such as oil and gas, minerals, and metals
represent a significant percentage of the region’s exports, the economies of Central and South American countries are particularly
sensitive to fluctuations in commodity prices. As a result, the economies in many Central and South American countries can experience
significant volatility. In the past, Mexico has experienced high interest rates, economic volatility and high unemployment rates.
The agricultural and mining sectors of Mexico’s economy account for a large portion of its exports. Mexico is susceptible
to fluctuations in the commodity markets and, in particular, in the price and demand for agricultural products and natural resources.
Any changes in these sectors or fluctuations in the commodity markets could have an adverse impact on the Mexican economy. Recent
political developments in the US have potential implications for the current trade arrangements between the US and Mexico, which
could negatively affect the value of securities held by the fund.
Risks
related to investing in Peru. Investment in Peruvian issuers involves risks that are specific
to Peru, including legal, regulatory, political and economic risks. The Peruvian
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economy
is dependent on commodity prices and the economies of its trading partners in Latin America, Europe, Asia and the US. Peru has
historically experienced high rates of inflation and may continue to do so in the future.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Consumer
staples sector risk. To the extent that the fund invests significantly in the consumer staples
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the consumer staples sector. Companies in the consumer staples sector may be adversely affected by changes in the
global economy, consumer spending, competition, demographics and consumer preferences, and production spending. Companies in the
consumer staples sector are also affected by changes in government regulation, global economic, environmental and political events,
economic conditions and the depletion of resources. In addition, companies in the consumer staples sector may be subject to risks
pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a number
of factors, including, without limitation, changes in government agricultural support programs, exchange rates, import and export
controls, changes in international agricultural and trading policies, and seasonal and weather conditions.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the
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Underlying
Index in the proportions represented in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations
and/or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be
identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and
its shareholders. In addition, the fund may not be able to invest in certain securities included in the Underlying Index, or invest
in them in the exact proportions in which they are represented in the Underlying Index, due to legal restrictions or limitations
imposed by the governments of certain countries, a lack of liquidity in the markets in which such securities trade, potential
adverse tax consequences or other regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and
the value of the Underlying Index is based on securities’ closing prices (i.e., the value of the Underlying Index is not
based on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency
purposes, the fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance
of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return
of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time
when
the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium
or discount to the shares’ NAV is likely to widen. Further, secondary markets may be subject to irregular trading activity,
wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The
fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares in
the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations
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where
APs have limited or diminished access to capital required to post collateral) and no other AP is able to step forward to create
and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
Since
the fund commenced operations on October 30, 2018, performance information is not available for a full calendar year.
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2018.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2018.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2018.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than
NAV
(a discount). The fund will only issue or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof
(“Creation Units”) to APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Fund Details
Additional
Information About Fund Strategies, Underlying Index Information and Risks
Xtrackers MSCI Emerging Markets Hedged Equity ETF
Investment
Objective
Xtrackers
MSCI Emerging Markets Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EM US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track emerging market performance while mitigating
exposure to fluctuations between the value of the US dollar and the currencies of the countries included in the Underlying Index.
The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in
the component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same
weightings in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities
due to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to
track the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing
strategy that involves investing in a representative sample of securities that collectively has an investment profile similar
to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on
factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield),
and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying
Index when using a representative sampling indexing strategy. The fund will invest at least
80%
of its total assets (but typically far more) in component securities (including depositary receipts in respect of such securities)
of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 1,193 securities, with an average market capitalization of approximately $4.55
billion and a minimum market capitalization of approximately $65 million, from issuers in the following countries: Argentina,
Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Pakistan, Peru, Philippines,
Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and the United Arab Emirates.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from emerging markets countries and in instruments designed to hedge against the fund’s exposure to
non-US currencies.
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Emerging
market countries are countries that major international financial institutions, such as the World Bank, generally consider to
be less economically mature than developed nations. Emerging market countries can include every nation in the world except the
United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. As of July 31, 2019, a significant
percentage of the Underlying Index was comprised of securities of issuers from China (31.8%). To the extent that the fund tracks
the Underlying Index, the fund’s investment in certain sectors or countries may change over time.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (24.8%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
EM US Dollar Hedged Index
Number
of Components: approximately 1,193
Index
Description. The MSCI EM US Dollar Hedged Index is designed to provide exposure to equity securities
in the global emerging markets, while at the same time mitigating exposure to fluctuations between the value of the US dollar
and selected emerging market currencies. As of July 31, 2019, the Underlying Index consisted of issuers from the following 26
emerging market countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia,
Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand,
Turkey and the United Arab Emirates.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
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result
in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events, including
war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may lead, to
increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US and world
economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector, the fund’s
performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of
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qualified
personnel. Additionally, the products of information technology companies may face obsolescence due to rapid technological development
and frequent new product introduction by competitors. Finally, information technology companies are heavily dependent on patent
and intellectual property rights, the loss or impairment of which may adversely affect profitability.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no
changes
in the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency contracts create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes
in currency prices may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward
currency contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could
result in losses. The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative
to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These
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risks
may differ materially from those involved in exchange-traded transactions which generally are characterized by clearing organization
guaranties, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries.
Transactions entered into directly between two counterparties generally do not benefit from these protections and the fund is
subject to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated
with
the return of the Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in
the proportions represented in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or
the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be identified
and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders.
In addition, the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the
exact proportions in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the
governments of certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences
or other regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying
Index is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices),
the fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell
certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index.
In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand
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forces
in the secondary market, which may not be the same forces as those influencing prices for securities held by the fund at a particular
time. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given the fact that shares can be created
and redeemed in Creation Units, the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained
in the long-term. In addition, there may be times when the market price and the value of the fund’s holdings vary significantly
and you may pay more than the value of the fund’s holdings when buying shares on the secondary market, and you may receive
less than the value of the fund’s holdings when you sell those shares. While the creation/redemption feature is designed
to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to creations and
redemptions, including disruptions at market makers, APs or market participants, or during periods of significant market volatility,
may result in trading prices that differ significantly from the value of the fund’s holdings. Although market makers will
generally take advantage of differences between the NAV and the market price of fund shares through arbitrage opportunities, there
is no guarantee that they will do so. If market makers. exit the business or are unable to continue making markets in fund’s
shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market). The market price of shares, like the price of any exchange-traded
security, includes a “bid-ask spread” charged by the exchange specialist, market makers or other participants that
trade the particular security. In times of severe market disruption, the bid-ask spread often increases significantly. This means
that shares may trade at a discount to the fund’s NAV, and the discount is likely to be greatest when the price of shares
is falling fastest, which may be the time that you most want to sell your shares. There are various methods by which investors
can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and
market
liquidity (which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also
be impacted by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or
in instances of significant volatility of the underlying securities. The fund’s investment results are measured based upon
the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results
consistent with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions
by large shareholders may account for a large percentage of the trading volume on an exchange and may, therefore, have a material
effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within
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them.
In addition, power or communications outages, acts of god, information technology equipment malfunctions, operational errors,
and inaccuracies within software or data processing systems may also disrupt business operations or impact critical data. Market
events also may trigger a volume of transactions that overloads current information technology and communication systems and processes,
impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such
as
failures in systems and technology. Such failures may result in delays in the calculation of a fund’s NAV and/or the inability
to calculate NAV over extended time periods. The fund may be unable to recover any losses associated with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risk
of investing in China. Investments in China involve certain risks and special considerations,
including the following:
Political
and economic risk. The economy of China, which has been in a state of transition from a planned
economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including
the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of
resources. Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent
years, the PRC government has implemented economic reform
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measures
emphasizing utilization of market forces in the development of the economy of China and a high level of management autonomy. The
economy of China has experienced significant growth in recent decades, but growth has been uneven both geographically and among
various sectors of the economy. Economic growth has also been accompanied by periods of high inflation. The PRC government has
implemented various measures from time to time to control inflation and restrain the rate of economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there
can be no assurance that the PRC government will continue to pursue such economic policies or that such policies, if pursued,
will be successful. Any adjustment and modification of those economic policies may have an adverse impact on the securities markets
in the PRC as well as the constituent securities of the Underlying Index. Further, the PRC government may from time to time adopt
corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance
of the fund.
Political
changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
issuers of the A-Shares in the fund’s Underlying Index. The laws, regulations, including the investment regulations, government
policies and political and economic climate in China may change with little or no advance notice. Any such change could adversely
affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the fund’s portfolio.
The
Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations.
The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates
the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide
preferential treatment to particular industries or companies. The policies set by the government could have a substantial effect
on the Chinese economy and the fund’s investments.
The
Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably
from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment,
resource self- sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading
partners, such as the European Union, the
US,
Hong Kong, the Association of South East Asian Nations, and Japan, would adversely affect the Chinese economy and the fund’s
investments.
In
addition, as much of China’s growth over recent decades has been a result of significant investment in substantial export
trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,
trade wars and other negative consequences. The current political climate has intensified concerns about trade tariffs and a potential
trade war between China and the US. These consequences may trigger a significant reduction in international trade, the oversupply
of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large
segments of China’s export industry with a potentially severe negative impact to the fund. Events such as these are difficult
to predict and may or may not occur in the future.
China
has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and
permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has
experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance,
however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978
or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the
world, such as the US, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic
downturn in China would adversely impact the fund’s investments.
Inflation.
Economic growth in China has historically been accompanied by periods of high inflation. Beginning
in 2004, the Chinese government commenced the implementation of various measures to control inflation, which included the tightening
of the money supply, the raising of interest rates and more stringent control over certain industries. If these measures are not
successful, and if inflation were to steadily increase, the performance of the Chinese economy and the fund’s investments
could be adversely affected.
Nationalization
and expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government
renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no
assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the fund involves
a risk of a total loss.
Hong
Kong policy. As part of Hong Kong’s transition from British to Chinese sovereignty in 1997,
China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems
for
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a
period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China does
not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions
on free trade in Hong Kong.
However,
there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at
any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value
of securities in the fund’s portfolio.
Chinese
securities markets. The securities markets in China have a limited operating history and are not
as developed as those in the US. The markets tend to be smaller in size, have less liquidity and historically have had greater
volatility than markets in the US and some other countries. In addition, under normal market conditions, there is less regulation
and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the US. Accordingly,
issuers of securities in China are not subject to the same degree of regulation as are US issuers with respect to such matters
as insider trading rules, tender offer regulation, stockholder proxy requirements and the requirements mandating timely disclosure
of information. During periods of significant market volatility, the Chinese government has, from time to time, intervened in
its domestic securities markets to a greater degree than would be typical in more developed markets, including both direct and
indirect market stabilization efforts, which may affect valuations of Chinese issuers. Stock markets in China are in the process
of change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions
and difficulty in interpreting and applying the relevant regulations.
Available
disclosure about Chinese companies. Disclosure and regulatory standards in emerging market countries,
such as China, are in many respects less stringent than US standards. There is substantially less publicly available information
about Chinese issuers than there is about US issuers. Therefore, disclosure of certain material information may not be made, and
less information may be available to the fund and other investors than would be the case if the fund’s investments were
restricted to securities of US issuers. Chinese issuers are subject to accounting, auditing and financial standards and requirements
that differ, in some cases significantly, from those applicable to US issuers. In particular, the assets and profits appearing
on the financial statements of a Chinese issuer may not reflect its financial position or results of operations in the way they
would be reflected had such financial statements been prepared in accordance with US Generally Accepted Accounting Principles.
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Chinese corporate and securities law. Legal principles relating to corporate affairs and
the validity of corporate procedures, directors’ fiduciary duties and liabilities and stockholders’ rights often
differ from those that may apply in the US and other countries. Chinese laws providing protection to investors, such as laws
regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors, such as the fund,
with protection in all situations where protection would be provided by comparable laws in the US.
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China lacks a national set of laws that address all issues that may arise with regard to a foreign investor such as the fund.
It may therefore be difficult for the fund to enforce its rights as an investor under Chinese corporate and securities laws,
and it may be difficult or impossible for the fund to obtain a judgment in court. Moreover, as Chinese corporate and securities
laws continue to develop, these developments may adversely affect foreign investors, such as the fund.
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Sanctions
and embargoes. From time to time, certain of the companies in which the fund expects to invest
may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. A company may suffer damage to its reputation
if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed
by the US government and the United Nations and/or countries identified by the US government as state sponsors of terrorism. As
an investor in such companies, the fund will be indirectly subject to those risks.
Tax
on retained income and gains. To the extent the fund does not distribute to shareholders all or
substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay US
federal income tax on the retained income and gains, thereby reducing the fund’s return. A fund may elect to treat any retained
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not
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have
incurred if it had made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than
if the in-kind redemption process was used. Only APs who have entered into an agreement with the fund’s distributor may
redeem shares from the fund directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI EAFE Hedged Equity ETF
Investment
Objective
Xtrackers
MSCI EAFE Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance, before
fees and expenses, of the MSCI EAFE US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track developed market performance while
mitigating exposure to fluctuations between the value of the US dollar and the currencies of the countries included in the Underlying
Index. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly
in the component securities (or a substantial number of the component securities) of the Underlying Index in substantially the
same weightings in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component
securities due to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy
to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is
an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based
on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and
yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in
the Underlying Index when using a representative sampling indexing strategy. The fund will invest at least 80% of its total assets
(but typically far more) in component securities (including depositary receipts in respect of such securities) of the Underlying
Index.
As
of July 31, 2019, the Underlying Index consisted of 923 securities, with an average market capitalization of approximately $14.95
billion and a minimum market capitalization of approximately $1.2 billion, from issuers in the following countries: Australia,
Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway,
Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”)
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contracts
to execute its hedging transactions. An NDF is a contract where there is no physical settlement of two currencies at maturity
(as opposed to deliverable forward contracts, which per their terms are settled by physical delivery of the currencies). Rather,
based on the movement of the currencies and the contractually agreed upon exchange rate, a net cash settlement is made by one
party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from Europe, Australia and the Far East and in instruments designed to hedge against the fund’s exposure
to non-US currencies. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers
from Japan (24.0%) and the United Kingdom (16.7%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (18.7%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
EAFE US Dollar Hedged Index
Number
of Components: approximately 923
Index
Description. The MSCI EAFE US Dollar Hedged Index is designed to provide exposure to equity
securities in developed international stock markets, while at the same time mitigating exposure to fluctuations between the value
of the US dollar and selected non-US currencies. As of July 31, 2019, the Underlying Index consisted of issuers from the following
21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy,
Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices
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overall
will decline because stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global
financial markets, including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic
growth, may at times result in unusually high market volatility which could negatively affect performance. Further, geopolitical
and other events, including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and
in the future may lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term
effects on US and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization
or sector, the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary
receipts.
Unsponsored depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement
with the company that issues the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
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Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward
(“NDF”)
contracts may be less liquid than deliverable forward currency contracts. A lack of liquidity in NDFs of the hedged currency could
adversely affect the fund’s ability to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency contracts create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes
in currency prices may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward
currency contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could
result in losses. The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative
to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is
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subject
to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period
of
time or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest
in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they are represented
in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity
in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the
fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when
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the
market price and the value of the fund’s holdings vary significantly and you may pay more than the value of the fund’s
holdings when buying shares on the secondary market, and you may receive less than the value of the fund’s holdings when
you sell those shares. While the creation/redemption feature is designed to make it likely that shares normally will trade close
to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, APs
or market participants, or during periods of significant market volatility, may result in trading prices that differ significantly
from the value of the fund’s holdings. Although market makers will generally take advantage of differences between the NAV
and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so. If market makers.
exit the business or are unable to continue making markets in fund’s shares, shares may trade at a discount to NAV like
closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market). The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged
by the exchange specialist, market makers or other participants that trade the particular security. In times of severe market
disruption, the bid-ask spread often increases significantly. This means that shares may trade at a discount to the fund’s
NAV, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most
want to sell your shares. There are various methods by which investors can purchase and sell shares of the funds and various orders
that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market
may
not experience investment results consistent with those experienced by those APs creating and redeeming shares directly with the
fund. In addition, transactions by large shareholders may account for a large percentage of the trading volume on an exchange
and may, therefore, have a material effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
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Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements
with
the fund’s distributor may engage in creation or redemption transactions directly with the fund (as described below under
“Buying and Selling Shares”). If those APs exit the business or are unable to process creation and/or redemption orders,
(including in situations where APs have limited or diminished access to capital required to post collateral) and no other AP is
able to step forward to create and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund
shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has
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historically
been prone to natural disasters such as earthquakes, volcanoes and tsunamis and is economically sensitive to environmental events.
Any such event, such as the major earthquake and tsunami which struck Japan in March 2011, could result in a significant adverse
impact on the Japanese economy. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore
have a negative impact on the economy. Furthermore, Japanese corporations often engage in high levels of corporate leveraging,
extensive cross-purchases of the securities of other corporations and are subject to a changing corporate governance structure.
Japan may be subject to risks relating to political, economic and labor risks. Any of these risks, individually or in the aggregate,
could adversely affect investments in the fund.
Historically,
Japan has been subject to unpredictable national politics and may experience frequent political turnover. Future political developments
may lead to changes in policy that might adversely affect the fund’s investments. In addition, the Japanese economy faces
several concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets,
extensive cross- ownership by major corporations, a changing corporate governance structure, and large government deficits. The
Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports that could weaken the
economy. Furthermore, Japan has an aging workforce. It is a labor market undergoing fundamental structural changes, as traditional
lifetime employment clashes with the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Risks
related to investing in the United Kingdom. Investment in British issuers may subject the fund
to regulatory, political, currency, security, and economic risks specific to the United Kingdom. The British economy relies heavily
on export of financial services to the US and other European countries. A prolonged slowdown in the financial services sector
may have a negative impact on the British economy. In the past, the United Kingdom has been a target of terrorism. Acts of terrorism
in the United Kingdom or against British interests abroad may cause uncertainty in the British financial markets and adversely
affect the performance of the issuers to which the fund has exposure. The British economy, along with the US and certain other
EU economies, experienced a significant economic slowdown during the financial crisis.
In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the EU, creating economic, political and legal
uncertainty in its wake. Consequently, the United Kingdom government, pursuant to the Treaty of Lisbon (the “Treaty”),
has given notice of its intention to withdraw in March 2019 (later extended to October 2019) and has entered into negotiations
with the EU Council to agree to terms for the United Kingdom’s withdrawal from the EU. The Treaty provides for a two-year
negotiation
period,
which may be shortened or extended by agreement of the parties. During, and possibly after, this period there is likely to be
considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its relationships with
the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries in the EU, or elsewhere,
if they are considered to be impacted by these events. It is unclear whether the United Kingdom and the EU will reach an agreement
regarding the terms of the United Kingdom’s withdrawal. If the United Kingdom withdraws from the EU without reaching as
agreement with the EU, the resulting consequences could be even more significant than expected.
The
United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of
the United Kingdom. The City of London’s economy is dominated by financial services, some of which may have to move outside
of the United Kingdom post-referendum (e.g., currency trading, international settlement). Under the referendum, banks may be forced
to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, the referendum creates
the potential for decreased trade, the possibility of capital outflows, devaluation of the pound sterling, the cost of higher
corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well
as foreign direct investment. As a result of the referendum, the British economy and its currency may be negatively impacted by
changes to its economic and political relations with the EU.
The
impact of the referendum in the near- and long-term is still unknown and could have additional adverse effects on economies, financial
markets and asset valuations around the world.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund
directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more
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traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI Germany Hedged Equity ETF
Investment
Objective
The
Xtrackers MSCI Germany Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Germany US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the German equity
market while mitigating exposure to fluctuations between the value of the US dollar and the euro. The fund uses a full replication
indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a
substantial number of the component securities) of the Underlying Index in substantially the same weightings in
which
they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited
availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying
Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves
investing in a representative sample of securities that collectively has an investment profile similar to the Underlying Index.
The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization
and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to
those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 64 securities, with an average market capitalization of approximately $18.62
billion and a minimum market capitalization of approximately $1.61 billion.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the euro. The fund hedges the euro
to the US dollar by selling euro currency forwards at the one-month forward rate published by WM/Reuters. The amount of forward
contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the euro based on currency weights
as of the beginning of each month. While this approach is designed to minimize the impact of currency fluctuations on fund returns,
this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward currency contracts may not
perfectly offset the actual fluctuations of the euro relative to the US dollar.
The
fund may use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where
there is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms
are settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of German issuers and in instruments designed to hedge against the fund’s exposure to the euro. As of July 31,
2019, the Underlying Index was solely comprised of securities of issuers from Germany.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is
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concentrated.
As of July 31, 2019, a significant percentage of the Underlying Index was comprised of issuers in the consumer discretionary sector
(18.2%) and in the financial services sector (16.3%). The consumer discretionary goods sector includes durable goods, apparel,
entertainment and leisure, and automobiles. The financial services sector includes companies involved in banking, consumer finance,
asset management and custody banks, as well as investment banking and brokerage and insurance. To the extent that the fund tracks
the Underlying Index, the fund’s investment in certain sectors may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
Germany US Dollar Hedged Index
Number
of Components: approximately 64
Index
Description. The MSCI Germany US Dollar Hedged Index is designed to provide exposure to German
equity markets, while at the same time mitigating exposure to fluctuations between the value of the US dollar and the euro.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full
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value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Risks
related to investing in Germany. The German economy is dependent on the other countries in Europe
as key trade partners. Exports account for more than one-third of Germany’s output and are a key element in German economic
expansion. Reduction in spending by European countries on German products and services or negative changes in any of these countries
may cause an adverse impact on the German economy. In addition, the US is a large trade and investment partner of Germany. Decreasing
US imports, new trade regulations, changes in the US dollar exchange rates or a recession in the US may also have an adverse impact
on the German economy.
During
the most recent financial crisis, the German economy, along with certain other EU economies, experienced a significant economic
slowdown. Recently, new concerns emerged in relation to the economic health of
the
EU. These concerns have led to tremendous downward pressure on certain financial institutions, including German financial services
companies. During the recent European debt crisis, Germany played a key role in stabilizing the euro. However, such efforts may
prove unsuccessful, and any ongoing crisis may continue to significantly affect the economies of every country in Europe, including
Germany.
Investing
in German issuers involves political, social and regulatory risks. Certain sectors and regions of Germany have experienced high
unemployment and social unrest. These issues may have an adverse effect on the German economy or the German industries or sectors
in which the fund invests. Heavy regulation of labor and product markets is pervasive in Germany. These regulations may stifle
economic growth or result in extended recessionary periods.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
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Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly
affected
by the foregoing events and the general market turmoil, and it is uncertain whether or for how long these conditions will continue.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency
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contracts
create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes in currency prices
may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward currency contracts
may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could result in losses.
The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative to the investment
of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is subject to the risk that a counterparty will not settle a transaction
in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities
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in
its Underlying Index directly. Actions taken in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest,
which
may be the time that you most want to sell your shares. There are various methods by which investors can purchase and sell shares
of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash
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needs,
the fund may suffer a loss. This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market,
which
may result in the fund being, among other things, unable to buy or sell certain securities or financial instruments or unable
to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with
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the
fund’s distributor may redeem shares from the fund directly; all other investors buy and sell shares at market prices on
an exchange.
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the
settlement
date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures involves
the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior
or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using
futures can lower total return and the potential loss from futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI Japan Hedged Equity ETF
Investment
Objective
The
Xtrackers MSCI Japan Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Japan US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the Japanese equity
market while mitigating exposure to fluctuations between the value of the US dollar and the Japanese yen. The fund uses a full
replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities
(or a substantial number of the component securities) of the Underlying Index in substantially the same weightings in which they
are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability
or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index
instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing
in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 323 securities, with an average market capitalization of approximately $10.26
billion and a minimum market capitalization of approximately $1.20 billion.
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The
fund enters into forward currency contracts designed to offset the fund’s exposure to the Japanese yen. The fund hedges
the Japanese yen to the US dollar by selling Japanese yen currency forwards at the one-month forward rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the Japanese yen
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of the Japanese yen relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of Japanese issuers and in instruments designed to hedge against the fund’s exposure to the Japanese yen. As
of July 31, 2019, the Underlying Index was solely comprised of securities of issuers from Japan.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the industrials (21.1%) and consumer discretionary (18.5%) sectors. The industrials sector includes
companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering,
companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and
transportation services and supplies. Consumer discretionary goods include durable goods, apparel, entertainment and leisure,
and automobiles. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change
over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not
invest
in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time of purchase or for which
pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
Japan US Dollar Hedged Index
Number
of Components: approximately 323
Index
Description. The MSCI Japan US Dollar Hedged Index is designed to provide exposure to Japanese
equity markets, while at the same time mitigating exposure to fluctuations between the value of the US dollar and Japanese yen.
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Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has historically been prone to natural disasters such as earthquakes, volcanoes and
tsunamis and is economically sensitive to environmental events. Any such event, such as the major earthquake and tsunami which
struck Japan in March 2011, could result in a significant adverse impact on the Japanese economy. Japan also remains heavily dependent
on oil imports, and higher commodity prices could therefore have a negative impact on the economy. Furthermore, Japanese corporations
often engage in high levels of corporate leveraging, extensive cross-purchases of the securities of other corporations and are
subject to a changing corporate governance structure. Japan may be
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subject
to risks relating to political, economic and labor risks. Any of these risks, individually or in the aggregate, could adversely
affect investments in the fund.
Historically,
Japan has been subject to unpredictable national politics and may experience frequent political turnover. Future political developments
may lead to changes in policy that might adversely affect the fund’s investments. In addition, the Japanese economy faces
several concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets,
extensive cross- ownership by major corporations, a changing corporate governance structure, and large government deficits. The
Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports that could weaken the
economy. Furthermore, Japan has an aging workforce. It is a labor market undergoing fundamental structural changes, as traditional
lifetime employment clashes with the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition,
companies
in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency
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contracts
create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes in currency prices
may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward currency contracts
may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could result in losses.
The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative to the investment
of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is subject to the risk that a counterparty will not settle a transaction
in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities
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in
its Underlying Index directly. Actions taken in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest,
which
may be the time that you most want to sell your shares. There are various methods by which investors can purchase and sell shares
of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash
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needs,
the fund may suffer a loss. This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market,
which
may result in the fund being, among other things, unable to buy or sell certain securities or financial instruments or unable
to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
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Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund
directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through
either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI Europe Hedged Equity ETF
Investment
Objective
Xtrackers
MSCI Europe Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Europe US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the developed markets
in Europe, while mitigating exposure to fluctuations between the value of the US dollar and the currencies of the countries included
in the Underlying Index. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the
fund invests directly in the component securities (or a substantial number of the component securities) of the Underlying Index
in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the fund
to acquire component securities due to limited availability or regulatory restrictions, the fund may use a representative sampling
indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when using a representative sampling indexing strategy. The fund will invest at least
80% of its total assets (but typically far more) in component securities (including depositary receipts in respect of such securities)
of the Underlying Index.
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As
of July 31, 2019, the Underlying Index consisted of 442 securities, with an average market capitalization of approximately $19.56
billion and a minimum market capitalization of approximately $1.51 billion, from issuers in the following countries: Austria,
Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the
United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are
settled by physical delivery of the currencies). Rather, based on the movement of the currencies and the contractually agreed
upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from Europe and in instruments designed to hedge against the fund’s exposure to non-US currencies.
As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers from the United Kingdom
(26.6%) and France (18.0%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (17.7%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment
policy
discussed above with respect to instruments that comprise the applicable Underlying Index. The fund will not invest in any unlisted
depositary receipt or any depositary receipt that the Advisor deems illiquid at the time of purchase or for which pricing information
is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
Europe US Dollar Hedged Index
Number
of Components: approximately 442
Index
Description. The MSCI Europe US Dollar Hedged Index is designed to provide exposure to equity
securities in developed stock markets in Europe, while at the same time mitigating exposure to fluctuations between the value
of the US dollar and selected non-US currencies. As of July 31, 2019, the Underlying Index consisted of issuers from the following
15 developed market countries: Austria,
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Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than
those
for US investments, and the transactions and custody of foreign assets may involve delays in payment, delivery or recovery of
money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a
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currency
that may not fully reflect the strengths and weaknesses of the disparate economies that comprise Europe. There is continued concern
over member state-level support for the euro, which could lead to certain countries leaving the EMU, the implementation of currency
controls, or potentially the dissolution of the euro. The dissolution of the euro could have significant negative effects on European
financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency contracts create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes
in currency prices may result in poorer overall performance for the fund than if it had not entered into such contracts.
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Forward
currency contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could
result in losses. The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative
to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is subject to the risk that a counterparty will not settle a transaction
in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs,
cash
flows and operational inefficiencies. The fund’s return also may diverge from the return of the Underlying Index because
the fund bears the costs and risks associated with buying and selling securities (especially when rebalancing the fund’s
securities holdings to reflect changes in the Underlying Index) while such costs and risks are not factored into the return of
the Underlying Index. Transaction costs, including brokerage costs, will decrease the fund’s NAV to the extent not offset
by the transaction fee payable by an “Authorized Participant” (“AP”). Market disruptions and regulatory
restrictions could have an adverse effect on the fund’s ability to adjust its exposure to the required levels in order to
track the Underlying Index. In addition, to the extent that portfolio management uses a representative sampling approach (investing
in a representative selection of securities included in the Underlying Index rather than all securities in the Underlying Index)
it may cause the fund to not be as well correlated with the return of the Underlying Index as would be the case if the fund purchased
all of the securities in the Underlying Index in the proportions represented in the Underlying Index. Errors in the Underlying
Index data, the Underlying Index computations and/or the construction of the Underlying Index in accordance with its methodology
may occur from time to time and may not be identified and corrected by the index provider for a period of time or at all, which
may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest in certain securities
included in the Underlying Index, or invest in them in the exact proportions in which they are represented in the Underlying Index,
due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity in the markets in
which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the fund calculates
its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing prices (i.e., the
value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying Index may be
adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize
a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the fund’s return
may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
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For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your
shares.
There are various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash
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needs,
the fund may suffer a loss. This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in
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the
event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in France. Investment in French issuers may subject the fund to legal, regulatory,
political, currency, security, and economic risk specific to France. During the most recent financial crisis, the French economy,
along with certain other EU economies, experienced a significant economic slowdown. Recently, new concerns emerged in relation
to the economic health of the EU. These concerns have led to tremendous downward pressure on certain EU member states, including
France. Interest rates on France’s debt may rise to levels that make it difficult for it to service high debt levels without
significant financial help from, among others, the European Central Bank and could potentially lead to default. In addition, the
French economy is dependent to a significant extent on the economies of certain key trading partners, including Germany and other
Western European countries. Reduction in spending on French products and services, or changes in any of the economies may cause
an adverse impact on the French economy. France may be subject to acts of terrorism. The French economy is dependent on exports
from the agricultural sector. Leading agricultural exports include dairy products, meat, wine, fruit and vegetables, and fish.
As a result, the French economy is susceptible to fluctuations in demand for agricultural products.
Risks
related to investing in the United Kingdom. Investment in British issuers may subject the fund
to regulatory, political, currency, security, and economic risks specific to the United Kingdom. The British economy relies heavily
on export of financial services to the US and other European countries. A prolonged slowdown in the financial services sector
may have a negative impact on the British economy. In the past, the United Kingdom has been a target of terrorism. Acts of terrorism
in the United Kingdom or against British interests abroad may cause uncertainty in the British financial markets and adversely
affect the performance of the issuers to which the fund has exposure. The British economy, along with the US and certain other
EU economies, experienced a significant economic slowdown during the financial crisis.
In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the EU, creating economic, political and legal
uncertainty in its wake. Consequently, the United Kingdom government, pursuant to the Treaty of Lisbon (the “Treaty”),
has given notice of its intention to withdraw in March 2019 (later extended to October 2019) and has entered into negotiations
with the EU Council to agree to terms for the United Kingdom’s withdrawal
from
the EU. The Treaty provides for a two-year negotiation period, which may be shortened or extended by agreement of the parties.
During, and possibly after, this period there is likely to be considerable uncertainty as to the position of the United Kingdom
and the arrangements that will apply to its relationships with the EU and other countries following its anticipated withdrawal.
This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events. It
is unclear whether the United Kingdom and the EU will reach an agreement regarding the terms of the United Kingdom’s withdrawal.
If the United Kingdom withdraws from the EU without reaching as agreement with the EU, the resulting consequences could be even
more significant than expected.
The
United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of
the United Kingdom. The City of London’s economy is dominated by financial services, some of which may have to move outside
of the United Kingdom post-referendum (e.g., currency trading, international settlement). Under the referendum, banks may be forced
to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, the referendum creates
the potential for decreased trade, the possibility of capital outflows, devaluation of the pound sterling, the cost of higher
corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well
as foreign direct investment. As a result of the referendum, the British economy and its currency may be negatively impacted by
changes to its economic and political relations with the EU.
The
impact of the referendum in the near- and long-term is still unknown and could have additional adverse effects on economies, financial
markets and asset valuations around the world.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund
directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
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different
from, and possibly greater than, the risks associated with investing directly in securities and other more traditional investments.
For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative
may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage, may be highly
volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into “over-the-counter”
(i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability
and the willingness of the fund’s counterparty to perform its obligations under the transaction. If a counterparty were
to default on its obligations, the fund’s contractual remedies against such counterparty may be subject to bankruptcy and
insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the net amount of payments
that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s derivative
positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI All World ex US Hedged Equity ETF
Investment
Objective
The
Xtrackers MSCI All World ex US Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to
the performance, before fees and expenses, of the MSCI ACWI ex USA US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
in developed and emerging stock markets (excluding the United States), while mitigating exposure to fluctuations between the value
of the US dollar and the currencies of the countries included in the Underlying Index. The fund uses a full replication
indexing
strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a substantial
number of the component securities) of the Underlying Index in substantially the same weightings in which they are represented
in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability or regulatory
restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index instead of a
full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a
representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative
sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in component securities
(including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 2,205 securities, with an average market capitalization of approximately $9.37
billion and a minimum market capitalization of approximately $65 million, from issuers in the following countries: Argentina,
Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany,
Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway,
Pakistan, Peru, Philippines, Poland, Portugal, Qatar, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden,
Switzerland, Taiwan, Thailand, Turkey, the United Arab Emirates and the United Kingdom.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to foreign currencies. The fund hedges
each foreign currency in the portfolio to US dollars by selling the applicable foreign currency forward at the one-month forward
rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to each non-US currency
based on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency
fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward
currency contracts may not perfectly offset the actual fluctuations of non-US currencies relative to the US dollar. The fund may
use non-deliverable forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there
is no physical settlement of two currencies at maturity (as opposed to deliverable forward
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contracts,
which per their terms are settled by physical delivery of the currencies). Rather, based on the movement of the currencies and
the contractually agreed upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of issuers from countries other than the United States and in instruments designed to hedge against the fund’s
exposure to non-US currencies. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities
of issuers from Japan (16.5%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (21.6%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized
exchange
traded agreement to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
ACWI ex USA US Dollar Hedged Index
Number
of Components: approximately 2,205
Index
Description. The MSCI ACWI ex USA US Dollar Hedged Index is designed to provide exposure to equity
securities in developed and emerging stock markets (excluding the United States), while at the same time mitigating exposure to
fluctuations between the value of the US dollar and selected non-US currencies. As of July 31, 2019, the Underlying Index consisted
of issuers from the following 48 developed and emerging market countries: Argentina, Australia, Austria, Belgium, Brazil, Canada,
Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia,
Ireland, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway, Pakistan, Peru, Philippines, Poland, Portugal,
Qatar, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United
Arab Emirates and the United Kingdom.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could
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adversely
affect a stock’s price, regardless of how well the company performs, or the fund’s ability to sell a stock at an attractive
price. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of
rising and falling prices. Events in the US and global financial markets, including actions taken by the US Federal Reserve or
foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility which
could negatively affect performance. Further, geopolitical and other events, including war, terrorism, economic uncertainty, trade
disputes and related geopolitical events have led, and in the future may lead, to increased short-term market volatility, which
may disrupt securities markets and have adverse long-term effects on US and world economies and markets. To the extent that the
fund invests in a particular geographic region, capitalization or sector, the fund’s performance may be affected by the
general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts.
Unsponsored
depositary receipts may not provide as much information about the underlying issuer and may not carry the same voting privileges
as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries in response to market
demand, but without a formal agreement with the company that issues the underlying securities.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
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Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward
(“NDF”)
contracts may be less liquid than deliverable forward currency contracts. A lack of liquidity in NDFs of the hedged currency could
adversely affect the fund’s ability to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency contracts create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes
in currency prices may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward
currency contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could
result in losses. The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative
to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is
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subject
to the risk that a counterparty will not settle a transaction in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period
of
time or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest
in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they are represented
in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity
in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the
fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when
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the
market price and the value of the fund’s holdings vary significantly and you may pay more than the value of the fund’s
holdings when buying shares on the secondary market, and you may receive less than the value of the fund’s holdings when
you sell those shares. While the creation/redemption feature is designed to make it likely that shares normally will trade close
to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, APs
or market participants, or during periods of significant market volatility, may result in trading prices that differ significantly
from the value of the fund’s holdings. Although market makers will generally take advantage of differences between the NAV
and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so. If market makers.
exit the business or are unable to continue making markets in fund’s shares, shares may trade at a discount to NAV like
closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market). The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged
by the exchange specialist, market makers or other participants that trade the particular security. In times of severe market
disruption, the bid-ask spread often increases significantly. This means that shares may trade at a discount to the fund’s
NAV, and the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most
want to sell your shares. There are various methods by which investors can purchase and sell shares of the funds and various orders
that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market
may
not experience investment results consistent with those experienced by those APs creating and redeeming shares directly with the
fund. In addition, transactions by large shareholders may account for a large percentage of the trading volume on an exchange
and may, therefore, have a material effect on the market price of the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
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Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements
with
the fund’s distributor may engage in creation or redemption transactions directly with the fund (as described below under
“Buying and Selling Shares”). If those APs exit the business or are unable to process creation and/or redemption orders,
(including in situations where APs have limited or diminished access to capital required to post collateral) and no other AP is
able to step forward to create and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund
shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has
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historically
been prone to natural disasters such as earthquakes, volcanoes and tsunamis and is economically sensitive to environmental events.
Any such event, such as the major earthquake and tsunami which struck Japan in March 2011, could result in a significant adverse
impact on the Japanese economy. Japan also remains heavily dependent on oil imports, and higher commodity prices could therefore
have a negative impact on the economy. Furthermore, Japanese corporations often engage in high levels of corporate leveraging,
extensive cross-purchases of the securities of other corporations and are subject to a changing corporate governance structure.
Japan may be subject to risks relating to political, economic and labor risks. Any of these risks, individually or in the aggregate,
could adversely affect investments in the fund.
Historically,
Japan has been subject to unpredictable national politics and may experience frequent political turnover. Future political developments
may lead to changes in policy that might adversely affect the fund’s investments. In addition, the Japanese economy faces
several concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets,
extensive cross- ownership by major corporations, a changing corporate governance structure, and large government deficits. The
Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports that could weaken the
economy. Furthermore, Japan has an aging workforce. It is a labor market undergoing fundamental structural changes, as traditional
lifetime employment clashes with the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund
directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate
perfectly
with the underlying indicator. Derivative transactions can create investment leverage, may be highly volatile and the fund could
lose more than the amount it invests. Many derivative transactions are entered into “over-the-counter” (i.e., not
on an exchange or contract market); as a result, the value of such a derivative transaction will depend on the ability and the
willingness of the fund’s counterparty to perform its obligations under the transaction. If a counterparty were to default
on its obligations, the fund’s contractual remedies against such counterparty may be subject to bankruptcy and insolvency
laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the net amount of payments that
it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s derivative positions
at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI South Korea Hedged Equity ETF
Investment
Objective
The
Xtrackers MSCI South Korea Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the MSCI Korea 25/50 US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the South Korean
equity market while mitigating exposure to fluctuations between the value of the US dollar and the South Korean won. The fund
uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component
securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory
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restrictions,
the fund may use a representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication
indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample
of securities that collectively has an investment profile similar to the Underlying Index. The securities selected are expected
to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings),
fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying
Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing
strategy.
The
fund will invest at least 80% of its total assets (but typically far more) in component securities (including depositary receipts
in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 114 securities, with an average market capitalization of approximately $5.56
billion and a minimum market capitalization of approximately $108 million.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the South Korean won. The fund hedges
the South Korean won to the US dollar by selling South Korean won currency forwards at the one-month forward rate published by
WM/Reuters. The amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to
the South Korean won based on currency weights as of the beginning of each month. While this approach is designed to minimize
the impact of currency fluctuations on fund returns, this does not necessarily eliminate exposure to all currency fluctuations.
The return of the forward currency contracts may not perfectly offset the actual fluctuations of the South Korean won relative
to the US dollar. The fund may use non-deliverable forward (“NDF”) contracts to execute its hedging transactions.
An NDF is a contract where there is no physical settlement of two currencies at maturity (as opposed to deliverable forward contracts,
which per their terms are settled by physical delivery of the currencies). Rather, based on the movement of the currencies and
the contractually agreed upon exchange rate, a net cash settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity
securities of South Korean issuers and in instruments designed to hedge against the fund’s exposure to the South Korean
won. As of July 31, 2019, the Underlying Index was solely comprised of securities of issuers from South Korea.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage
of
the Underlying Index was comprised of issuers in the information technology sector (35.0%). The information technology sector
includes companies engaged in developing software and providing data processing and outsourced services, along with manufacturing
and distributing communications equipment, computers and other electronic equipment and instruments. To the extent that the fund
tracks the Underlying Index, the fund’s investment in certain sectors may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the
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fund
receives liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked
to market on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
Korea 25/50 US Dollar Hedged Index
Number
of Components: approximately 114
Index
Description. The MSCI Korea 25/50 US Dollar Hedged Index is designed to provide exposure to
the South Korean equity markets while at the same time mitigating exposure to fluctuations of the South Korean won relative to
the US dollar.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent
that
the fund invests in non-US dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar
value of foreign securities or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
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Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Risks
related to investing in South Korea. Investments in South Korean issuers may subject the fund
to legal, regulatory, political, currency, security, and economic risks that are specific to South Korea. Substantial political
tensions exist between North Korea and South Korea and recently, these political tensions have escalated. The outbreak of hostilities
between the two nations, or even the threat of an outbreak of hostilities will likely adversely impact the South Korean economy.
In addition, South Korea’s economic growth potential has recently been on a decline, mainly because of a rapidly aging population
and structural problems. In addition, economic and political developments of South Korean neighbors may have an adverse effect
on the South Korean economy. Economies in emerging market countries generally are heavily dependent upon commodity prices and
international trade and, accordingly, have been and may continue to be affected adversely by the economies of their trading partners,
trade barriers, exchange controls, managed adjustments in relative currency values, and may suffer from extreme and volatile debt
burdens or inflation rates. These countries may be subject to other protectionist measures imposed or negotiated by the countries
with which they trade.
North
and South Korea each have substantial military capabilities, and historical tensions between the two present the ongoing risk
of war. Recent incidents involving the North Korean military have heightened tensions between North and South Korea. Any outbreak
of hostilities between the two countries could have a severe adverse effect on the South Korean economy and its securities markets.
South
Korea may be subject to economic and labor risks. Any of these risks, individually or in the aggregate, could adversely affect
investments in the fund:
Economic
risk. Among these structural concerns are the country’s underdeveloped financial markets
and a general lack of regulatory transparency. The restructuring of the South Korean economy and the need to create a more liberalized
economy with a mechanism for bankrupt firms to exit the market, remain important unfinished economic reform tasks. These factors
may adversely affect the South Korean economy and cause a diversion of corporate investment to China and other lower wage countries.
Labor
risk. South Korea’s economic growth potential is susceptible to problems from large scale
emigration, rigid labor regulations and ongoing labor relations issues. In addition, the average age of South Korea’s workforce
is rapidly increasing.
The
US is a large trading partner of and investor in South Korea. Decreasing US imports, new trade regulations, changes in the US
dollar exchange rates or a recession in the US may have an adverse impact on the South Korean economy and, as a result, securities
to which the fund have exposure.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of qualified personnel. Additionally, the products
of information technology companies may face obsolescence due to rapid technological development and frequent new product introduction
by competitors. Finally, information technology companies are heavily dependent on patent and intellectual property rights, the
loss or impairment of which may adversely affect profitability.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for
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other
reasons, the fund’s exposure to the currencies included in the Underlying Index may not be fully hedged at all times. For
example, the fund may not hedge against exposure to currencies that represent a relatively smaller portion of the Underlying Index.
Furthermore, because no changes in the currency weights in each fund’s Underlying Index are made during the month to account
for changes in each fund’s Underlying Index due to price movement of securities, corporate events, additions, deletions
or any other changes, changes in the value of the non-US currencies included in the fund’s Underlying Index against the
US dollar during the month may affect the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts
may be less liquid than deliverable forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely
affect the fund’s ability to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund may be able to protect itself against a possible loss resulting from an adverse change in the
relationship between the US dollar or other currency which is being used for the security purchase and the foreign currency in
which the security is denominated during the period between the date on which the security is purchased or sold and the date on
which payment is made or received. Furthermore, such transactions reduce or preclude the opportunity for gain if the value of
the currency should move in the direction opposite to the position taken. There is an additional risk to the extent that forward
currency contracts create exposure to currencies in which the fund’s securities are not denominated. Unanticipated changes
in currency prices may result in poorer overall performance for the fund than if it had not entered into such contracts. Forward
currency contracts may limit gains on portfolio securities that could otherwise be realized had they not been utilized and could
result in losses. The contracts also may increase the fund’s volatility and may involve a significant amount of risk relative
to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the
same
credit evaluation and regulatory oversight as members of exchange-based” markets. Because the funds execute over-the-counter
transactions, the fund constantly takes credit risk with regard to parties with which it trades and may also bear the risk of
settlement default. These risks may differ materially from those involved in exchange-traded transactions which generally are
characterized by clearing organization guaranties, daily marking-to-market and settlement, and segregation and minimum capital
requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit
from these protections and the fund is subject to the risk that a counterparty will not settle a transaction in accordance with
agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying
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Index.
In addition, to the extent that portfolio management uses a representative sampling approach (investing in a representative selection
of securities included in the Underlying Index rather than all securities in the Underlying Index) it may cause the fund to not
be as well correlated with the return of the Underlying Index as would be the case if the fund purchased all of the securities
in the Underlying Index in the proportions represented in the Underlying Index. Errors in the Underlying Index data, the Underlying
Index computations and/or the construction of the Underlying Index in accordance with its methodology may occur from time to time
and may not be identified and corrected by the index provider for a period of time or at all, which may have an adverse impact
on the fund and its shareholders. In addition, the fund may not be able to invest in certain securities included in the Underlying
Index, or invest in them in the exact proportions in which they are represented in the Underlying Index, due to legal restrictions
or limitations imposed by the governments of certain countries, a lack of liquidity in the markets in which such securities trade,
potential adverse tax consequences or other regulatory reasons. To the extent the fund calculates its NAV based on fair value
prices and the value of the Underlying Index is based on securities’ closing prices (i.e., the value of the Underlying Index
is not based on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected. For tax
efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from
the performance of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly
from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in
the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause
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a
material decline in the fund’s NAV. The bid-ask spread varies over time for shares of the fund based on the fund’s
trading volume and market liquidity, and is generally lower if the fund has substantial trading volume and market liquidity, and
higher if the fund has little trading volume and market liquidity (which is often the case for funds that are newly launched or
small in size). The fund’s bid-ask spread may also be impacted by the liquidity of the underlying securities held by the
fund, particularly for newly launched or smaller funds or in instances of significant volatility of the underlying securities.
The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares
in the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund. In addition, transactions by large shareholders may account for a large percentage of the trading
volume on an exchange and may, therefore, have a material effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
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For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Cash
transactions risk. Unlike many ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Other more conventional ETFs generally are able to make in-kind redemptions
and avoid realizing gains in connection with transactions designed to meet redemption requests. Effecting all redemptions for
cash may cause the fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. Such
dispositions may occur at an inopportune time resulting in potential losses to the fund and involve transaction costs. If the
fund recognizes a capital loss on these sales, the loss will offset capital gains and may result in smaller capital gain distributions
from the fund. If the fund recognizes gain on these sales, this generally will cause the fund to recognize gain it might not otherwise
have recognized if it were to distribute portfolio securities in-kind or to recognize such gain sooner than would otherwise be
required. The fund generally intends to distribute these gains to shareholders to avoid being taxed on this gain at the fund level
and otherwise
comply
with the special tax rules that apply to it. This strategy may cause shareholders to be subject to tax on gains they would not
otherwise be subject to, or at an earlier date than, if they had made an investment in a more conventional ETF.
In
addition, cash transactions may have to be carried out over several days if the securities market is relatively illiquid and may
involve considerable brokerage fees and taxes. These brokerage fees and taxes, which will be higher than if a fund sold and redeemed
its shares principally in-kind, will generally be passed on to purchasers and redeemers of Creation Units in the form of creation
and redemption transaction fees. To the extent transaction and other costs associated with a redemption exceed the redemption
fee, those transaction costs might be borne by the fund’s remaining shareholders. In addition, these factors may result
in wider spreads between the bid and the offered prices of the fund’s shares than for more conventional ETFs.
Only
APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund directly; all other investors
buy and sell shares at market prices on an exchange.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund
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may
not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always
exist for the fund’s derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
Investment
Objective
The
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF (the “fund”) seeks investment results that correspond
generally to the performance, before fees and expenses, of the MSCI ACWI ex USA High Dividend Yield Index (the “Underlying
Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
in developed and emerging stock markets (excluding the United States).
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying
Index.
The fund may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing strategy.
The Underlying Index is designed to reflect the performance of equities (excluding real estate investment trusts (“REITs”))
in its parent index, the MSCI ACWI ex US Index, with higher dividend income and quality characteristics than average dividend
yields of equities in the parent index, where such higher dividend income and quality characteristics are both sustainable and
persistent. The fund will invest at least 80% of its total assets (but typically far more) in component securities (including
depositary receipts in respect of such securities) of the Underlying Index.
The
Underlying Index is a free float adjusted market capitalization weighted index. As of July 31, 2019, the Underlying Index consisted
of 333 securities, with an average market capitalization of approximately $10.87 billion and a minimum market capitalization of
approximately $66 million, from issuers in the following countries: Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile,
China, Colombia, Czech Republic, Denmark, Egypt, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland,
Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand, Norway, Pakistan, Peru, Philippines, Poland, Portugal, Qatar,
Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Arab
Emirates and the United Kingdom. The Underlying Index is rebalanced semi-annually in May and November, and thus the fund rebalances
its portfolio in corresponding fashion.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities of issuers located in countries other than the United States. The fund will not enter into transactions to hedge against
declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (28.0%) and healthcare (15.6%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. Industries in the healthcare sector include pharmaceuticals, biotechnology, medical products and supplies, and
health care services. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
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The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time. The fund will not invest in forward currency contracts to hedge against changes in the value
of the US dollar against specified foreign currencies.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
ACWI ex USA High Dividend Yield Index
Number
of Components: approximately 333
Index
Description. The MSCI ACWI ex USA High Dividend Yield Index is designed to provide exposure
to equity securities (excluding REITs) in developed and emerging stock markets (excluding the United States) in its parent index,
the MSCI ACWI ex USA Index, with higher dividend income and quality characteristics than average dividend yields of equities in
the parent index, where such higher dividend income and quality characteristics are both sustainable and persistent. The MSCI
ACWI ex USA Index includes large- and mid-capitalization securities across developed markets countries (excluding the United States)
and emerging market countries. As of July 31, 2019, the Underlying Index consisted of issuers from the following 48 countries:
Argentina, Australia, Austria, Belgium, Brazil, Canada, Chile, China, Colombia, Czech Republic, Denmark, Egypt, Finland, France,
Germany, Greece, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, New Zealand,
Norway, Pakistan, Peru, Philippines, Poland, Portugal, Qatar, Russia, Saudi Arabia, Singapore, South Africa, South Korea, Spain,
Sweden, Switzerland, Taiwan, Thailand, Turkey, the United Arab Emirates and the United Kingdom.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
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Dividend-paying
stock risk. As a category, dividend-paying stocks may underperform non-dividend paying stocks
(and the stock market as a whole) over any period of time. In addition, issuers of dividend-paying stocks may have discretion
to defer or stop paying dividends for a stated period of time, or the anticipated acceleration of dividends may not occur as a
result of, among other things, a sharp rise in interest rates or an economic downturn. If the dividend-paying stocks held by the
fund reduce or stop paying dividends, the fund’s ability to generate income may be adversely affected.
Changes
in the dividend policies of companies in the fund’s portfolio and capital resources available for these companies’
dividend payments may adversely affect the fund. Depending upon market conditions, dividend-paying stocks that meet the fund’s
investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as
much
information about the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored
depositary receipts are issued by one or more depositaries in response to market demand, but without a formal agreement with the
company that issues the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
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The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided
collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Healthcare
sector risk. To the extent that the fund invests significantly in the healthcare sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the financial services sector. The healthcare sector may be affected by government regulations and government healthcare programs,
increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare
companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that
company’s profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and
may be thinly capitalized and susceptible to product obsolescence.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
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an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not
included
in its Underlying Index, its return may not correlate as well with the returns of its Underlying Index as would be the case if
the fund purchased all the securities in its Underlying Index directly. Actions taken in response to proposed corporate actions
could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
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increases
significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to be greatest
when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are various methods
by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market,
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which
may result in the fund being, among other things, unable to buy or sell certain securities or financial instruments or unable
to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in the United Kingdom. Investment in British issuers may subject the fund
to regulatory, political, currency, security, and economic risks specific to the United Kingdom. The British economy relies heavily
on export of financial services to the US and other European countries. A prolonged slowdown in the financial services sector
may have a negative impact on the British economy. In the past, the United Kingdom has been a target of terrorism. Acts of terrorism
in the United Kingdom or against British interests abroad may cause uncertainty in the British financial markets and adversely
affect the performance of the issuers to which the fund has exposure. The British economy, along with the US and certain other
EU economies, experienced a significant economic slowdown during the financial crisis.
In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the EU, creating economic, political and legal
uncertainty in its wake. Consequently, the United Kingdom government, pursuant to the Treaty of Lisbon (the “Treaty”),
has given notice of its intention to withdraw in March 2019 (later extended to October 2019) and has entered into negotiations
with the EU Council to agree to terms for the United Kingdom’s withdrawal from the EU. The Treaty provides for a two-year
negotiation period, which may be shortened or extended by agreement of the parties. During, and possibly after, this period there
is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its
relationships with the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries
in the EU, or elsewhere, if they are considered to be impacted by these events. It is unclear whether the United Kingdom and the
EU will reach an agreement regarding the terms of the United Kingdom’s withdrawal. If the United Kingdom withdraws from
the EU without reaching as agreement with the EU, the resulting consequences could be even more significant than expected.
The
United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of
the United Kingdom. The City of London’s economy is dominated by financial services, some of which may have to move outside
of the United
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Kingdom
post-referendum (e.g., currency trading, international settlement). Under the referendum, banks may be forced to move staff and
comply with two separate sets of rules or lose business to banks in Europe. Furthermore, the referendum creates the potential
for decreased trade, the possibility of capital outflows, devaluation of the pound sterling, the cost of higher corporate bond
spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well as foreign direct
investment. As a result of the referendum, the British economy and its currency may be negatively impacted by changes to its economic
and political relations with the EU.
The
impact of the referendum in the near- and long-term is still unknown and could have additional adverse effects on economies, financial
markets and asset valuations around the world.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
Investment
Objective
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EAFE High Dividend Yield Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track developed market performance.
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using
a representative sampling indexing strategy. The Underlying Index is designed to reflect the performance of equities (excluding
REITs) in its parent index, the MSCI EAFE Index, with higher dividend income and quality characteristics than average dividend
yields of equities in the parent index, where such higher dividend income and quality characteristics are both sustainable and
persistent. The fund will invest at least 80% of its total assets (but typically far more) in component securities (including
depositary receipts in respect of such securities) of the Underlying Index.
The
Underlying Index is a free float adjusted market capitalization weighted index. As of July 31, 2019, the Underlying Index consisted
of 112 securities, with an average market capitalization of approximately $16.46 billion and a minimum market capitalization of
approximately $1.68 billion from issuers in the following countries: Australia, Austria, Belgium, Denmark, Finland, France,
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Germany,
Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and
the United Kingdom. The Underlying Index is rebalanced semi-annually in May and November, and thus the Fund rebalances its portfolio
in corresponding fashion.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities located in developed countries in Europe, Australasia and the Far East. As of July 31, 2019, a significant percentage
of the Underlying Index was comprised of securities of issuers from the United Kingdom (28.2%) and Germany (17.0%). The fund will
not enter into transactions to hedge against declines in the value of the fund’s assets that are denominated in foreign
currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (20.7%) and healthcare (16.3%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. Industries in the healthcare sector include pharmaceuticals, biotechnology, medical products and supplies, and
health care services. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors
or countries may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other
types
of options and swaps related to its Underlying Index. The fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time. The fund will not invest in forward currency contracts to hedge against changes in the value
of the US dollar against specified foreign currencies.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
EAFE High Dividend Yield Index
Number
of Components: approximately 112
Index
Description. The MSCI EAFE High Dividend Yield Index is designed to provide exposure to equity
securities (excluding REITs) in developed international stock markets (excluding the US and Canada) in its parent index, the MSCI
EAFE Index, with higher dividend income and quality characteristics than average dividend yields of equities in the parent index,
where such higher dividend income and quality characteristics are both sustainable and persistent. The MSCI EAFE Index includes
large- and mid-capitalization securities across developed markets in Europe, Australasia and the Far East. As of July 31, 2019,
the Underlying Index consisted of issuers from the following 21 developed markets countries: Australia, Austria, Belgium, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland and the United Kingdom.
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Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Dividend-paying
stock risk. As a category, dividend-paying stocks may underperform non-dividend paying stocks
(and the stock market as a whole) over any period of time. In addition, issuers of dividend-paying stocks may have discretion
to defer or stop paying dividends for a stated period of time, or the anticipated acceleration of dividends may not occur as a
result of, among other things, a sharp rise in interest rates or an economic downturn. If the dividend-paying stocks held by the
fund reduce or stop paying dividends, the fund’s ability to generate income may be adversely affected.
Changes
in the dividend policies of companies in the fund’s portfolio and capital resources available for these companies’
dividend payments may adversely affect the fund. Depending upon market conditions, dividend-paying stocks that meet the fund’s
investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for
companies
based in foreign markets differ from those in the US. Additionally, foreign securities markets generally are smaller and less
liquid than US markets. To the extent that the fund invests in non-US dollar denominated foreign securities, changes in currency
exchange rates may affect the US dollar value of foreign securities or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019.
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Significant
uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and any adverse economic and political
effects such withdrawal may have on the United Kingdom, other EU countries and the global economy, which could be significant,
potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These
actions
have caused the securities of many financial services companies to experience a dramatic decline in value. Moreover, certain financial
companies have avoided collapse due to intervention by governmental regulatory authorities, but such interventions have often
not averted a substantial decline in the value of such companies’ common stock. Issuers that have exposure to the real estate,
mortgage and credit markets have been particularly affected by the foregoing events and the general market turmoil, and it is
uncertain whether or for how long these conditions will continue.
Healthcare
sector risk. To the extent that the fund invests significantly in the healthcare sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the financial services sector. The healthcare sector may be affected by government regulations and government healthcare programs,
increases or decreases in the cost of medical products and services and product liability claims, among other factors. Many healthcare
companies are heavily dependent on patent protection, and the expiration of a company’s patent may adversely affect that
company’s profitability. Healthcare companies are subject to competitive forces that may result in price discounting, and
may be thinly capitalized and susceptible to product obsolescence.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
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an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not
included
in its Underlying Index, its return may not correlate as well with the returns of its Underlying Index as would be the case if
the fund purchased all the securities in its Underlying Index directly. Actions taken in response to proposed corporate actions
could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
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increases
significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to be greatest
when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are various methods
by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market,
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which
may result in the fund being, among other things, unable to buy or sell certain securities or financial instruments or unable
to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in Germany. The German economy is dependent on the other countries in Europe
as key trade partners. Exports account for more than one-third of Germany’s output and are a key element in German economic
expansion. Reduction in spending by European countries on German products and services or negative changes in any of these countries
may cause an adverse impact on the German economy. In addition, the US is a large trade and investment partner of Germany. Decreasing
US imports, new trade regulations, changes in the US dollar exchange rates or a recession in the US may also have an adverse impact
on the German economy.
During
the most recent financial crisis, the German economy, along with certain other EU economies, experienced a significant economic
slowdown. Recently, new concerns emerged in relation to the economic health of the EU. These concerns have led to tremendous downward
pressure on certain financial institutions, including German financial services companies. During the recent European debt crisis,
Germany played a key role in stabilizing the euro. However, such efforts may prove unsuccessful, and any ongoing crisis may continue
to significantly affect the economies of every country in Europe, including Germany.
Investing
in German issuers involves political, social and regulatory risks. Certain sectors and regions of Germany have experienced high
unemployment and social unrest. These issues may have an adverse effect on the German economy or the German industries or sectors
in which the fund invests. Heavy regulation of labor and product markets is pervasive in Germany. These regulations may stifle
economic growth or result in extended recessionary periods.
Risks
related to investing in the United Kingdom. Investment in British issuers may subject the fund
to regulatory, political, currency, security, and economic risks specific to the United Kingdom. The British economy relies heavily
on export of financial services to the US and other European countries. A prolonged slowdown in the financial services sector
may have a negative impact on the British economy. In the past, the United Kingdom has been a target of terrorism. Acts of terrorism
in the United Kingdom or against British interests abroad may cause uncertainty in the British financial markets and adversely
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affect
the performance of the issuers to which the fund has exposure. The British economy, along with the US and certain other EU economies,
experienced a significant economic slowdown during the financial crisis.
In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the EU, creating economic, political and legal
uncertainty in its wake. Consequently, the United Kingdom government, pursuant to the Treaty of Lisbon (the “Treaty”),
has given notice of its intention to withdraw in March 2019 (later extended to October 2019) and has entered into negotiations
with the EU Council to agree to terms for the United Kingdom’s withdrawal from the EU. The Treaty provides for a two-year
negotiation period, which may be shortened or extended by agreement of the parties. During, and possibly after, this period there
is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its
relationships with the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries
in the EU, or elsewhere, if they are considered to be impacted by these events. It is unclear whether the United Kingdom and the
EU will reach an agreement regarding the terms of the United Kingdom’s withdrawal. If the United Kingdom withdraws from
the EU without reaching as agreement with the EU, the resulting consequences could be even more significant than expected.
The
United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of
the United Kingdom. The City of London’s economy is dominated by financial services, some of which may have to move outside
of the United Kingdom post-referendum (e.g., currency trading, international settlement). Under the referendum, banks may be forced
to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, the referendum creates
the potential for decreased trade, the possibility of capital outflows, devaluation of the pound sterling, the cost of higher
corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well
as foreign direct investment. As a result of the referendum, the British economy and its currency may be negatively impacted by
changes to its economic and political relations with the EU.
The
impact of the referendum in the near- and long-term is still unknown and could have additional adverse effects on economies, financial
markets and asset valuations around the world.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk
that
changes in the value of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create
investment leverage, may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions
are entered into “over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such
a derivative transaction will depend on the ability and the willingness of the fund’s counterparty to perform its obligations
under the transaction. If a counterparty were to default on its obligations, the fund’s contractual remedies against such
counterparty may be subject to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g.,
the fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may
not always exist for the fund’s derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers Eurozone Equity ETF
Investment
Objective
Xtrackers
Eurozone Equity ETF (the “fund”) seeks investment results that correspond generally to the performance, before fees
and expenses, of the NASDAQ Eurozone Large Mid Cap Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
of large- and mid-capitalization companies based in the countries in the Economic and Monetary Union (the “EMU” or
“Eurozone”) of the European Union (“EU”). The Underlying Index is composed of equity securities of companies
that are based in countries in the Eurozone that have adopted the euro as their common currency and sole legal tender. When constructing
the Underlying Index, Nasdaq Global Indexes (“Nasdaq” or the “Index Provider”) assigns each eligible index
security to a country which will govern its inclusion
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in
the Underlying Index based on three categories: (i) the index security’s country of incorporation; (ii) the index security’s
country of domicile; and (iii) the index security’s country of primary exchange listing. Generally, if two or more of the
categories match, the index security will be assigned to that country. The Underlying Index is market capitalization weighted
and it is rebalanced semi-annually in March and September.
The
fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the
component securities (or a substantial number of the component securities) of the Underlying Index in substantially the same weightings
in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due
to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track
the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy
that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying
Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market
capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures
similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using
a representative sampling indexing strategy. The fund will invest at least 80% of its total assets (but typically far more) in
component securities (including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 308 securities with an average market capitalization of approximately $21.08
billion and a minimum market capitalization of approximately $2.4 billion from issuers in the following countries: Austria, Belgium,
Finland, France, Germany, Greece, Ireland, Italy, Netherlands, Portugal and Spain.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from issuers in the Eurozone and in instruments designed to hedge the fund’s exposure to non-US currencies. As
of July 31, 2019, a significant percentage of the Underlying Index was comprised of securities of issuers from France (33.9%)
and Germany (27.1%). The fund will not enter into transactions to hedge against declines in the value of the fund’s assets
that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (19.3%), consumer goods (20.1%) and industrials (17.0%) sectors. The financial
services sector
includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. The industrials sector includes companies engaged in the manufacture and distribution of capital goods, such as
those used in defense, construction and engineering, companies that manufacture and distribute electrical equipment and industrial
machinery and those that provide commercial and transportation services and supplies. To the extent that the fund tracks the Underlying
Index, the fund’s investment in certain sectors or countries may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund will not invest in forward currency contracts to hedge against changes in the value of the US dollar against specified foreign
currencies.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the
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fund
receives liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked
to market on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
NASDAQ
Eurozone Large Mid Cap Index
Number
of components: approximately 308
The
NASDAQ Eurozone Large Mid Cap Index (the “Underlying Index”) is designed to track the performance of equity securities
of large- and mid-capitalization companies based in the countries in the EMU.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign
securities,
changes in currency exchange rates may affect the US dollar value of foreign securities or the income or gain received on these
securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have
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on
the United Kingdom, other EU countries and the global economy, which could be significant, potentially resulting in increased
volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Medium-sized
company risk. Medium-sized company stocks tend to be more volatile than large company stocks.
Because stock analysts are less likely to follow medium-sized companies, less information about them is available to investors.
Industry-wide reversals may have a greater impact on medium-sized companies, since they lack the financial resources of larger
companies. Medium-sized company stocks are typically less liquid than large company stocks.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market
turmoil,
and it is uncertain whether or for how long these conditions will continue.
Consumer
goods sector risk. The fund invests a significant portion of its assets in securities issued
by companies in the consumer goods sector in order to track the Underlying Index’s allocation to that sector. The success
of consumer goods manufacturers and retailers is tied closely to the performance of the overall global economy, interest rates,
competition, government regulation and consumer confidence. Also, the success of food, beverage, household and personal products
companies may be strongly affected by consumer interest and marketing campaigns. Companies in the consumer goods sector may be
subject to severe competition, which may have an adverse impact on their profitability. Changes in demographics and consumer tastes
can also affect the demand for, and success of, consumer goods in the marketplace.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
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Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary
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market).
The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by
the exchange specialist, market makers or other participants that trade the particular security. In times of severe market disruption,
the bid-ask spread often increases significantly. This means that shares may trade at a discount to the fund’s NAV, and
the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most want to
sell your shares. There are various methods by which investors can purchase and sell shares of the funds and various orders that
may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted
securities).
In unusual market conditions, even normally liquid securities may be affected by a degree of liquidity risk. This may affect only
certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such
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issuers,
and may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures,
an exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in France. Investment in French issuers may subject the fund to legal, regulatory,
political, currency, security, and economic risk specific to France. During the most recent financial crisis, the French economy,
along with certain other EU economies, experienced a significant economic slowdown. Recently, new concerns emerged in relation
to the economic health of the EU. These concerns have led to tremendous downward pressure on certain EU member states, including
France. Interest rates on France’s debt may rise to levels that make it difficult for it to service high debt levels without
significant financial help from, among others, the European Central Bank and could potentially lead to default. In addition, the
French economy is dependent to a significant extent on the economies of certain key trading partners, including Germany and other
Western European countries. Reduction in spending on French products and services, or changes in any of the economies may cause
an adverse impact on the French economy. France may be subject to acts of terrorism. The French economy is dependent on exports
from the agricultural sector. Leading agricultural exports include dairy products, meat, wine, fruit and vegetables, and fish.
As a result, the French economy is susceptible to fluctuations in demand for agricultural products.
Risks
related to investing in Germany. The German economy is dependent on the other countries in Europe
as key trade partners. Exports account for more than one-third of Germany’s output and are a key element in German economic
expansion. Reduction in spending by European countries on German products and services or negative changes in any of these countries
may cause an adverse impact on the German economy. In addition, the US is a large trade and investment partner of Germany. Decreasing
US imports, new trade regulations, changes in the US dollar exchange rates or a recession in the US may also have an adverse impact
on the German economy.
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During
the most recent financial crisis, the German economy, along with certain other EU economies, experienced a significant economic
slowdown. Recently, new concerns emerged in relation to the economic health of the EU. These concerns have led to tremendous downward
pressure on certain financial institutions, including German financial services companies. During the recent European debt crisis,
Germany played a key role in stabilizing the euro. However, such efforts may prove unsuccessful, and any ongoing crisis may continue
to significantly affect the economies of every country in Europe, including Germany.
Investing
in German issuers involves political, social and regulatory risks. Certain sectors and regions of Germany have experienced high
unemployment and social unrest. These issues may have an adverse effect on the German economy or the German industries or sectors
in which the fund invests. Heavy regulation of labor and product markets is pervasive in Germany. These regulations may stifle
economic growth or result in extended recessionary periods.
Risks
related to investing in the United Kingdom. Investment in British issuers may subject the fund
to regulatory, political, currency, security, and economic risks specific to the United Kingdom. The British economy relies heavily
on export of financial services to the US and other European countries. A prolonged slowdown in the financial services sector
may have a negative impact on the British economy. In the past, the United Kingdom has been a target of terrorism. Acts of terrorism
in the United Kingdom or against British interests abroad may cause uncertainty in the British financial markets and adversely
affect the performance of the issuers to which the fund has exposure. The British economy, along with the US and certain other
EU economies, experienced a significant economic slowdown during the financial crisis.
In
a referendum held on June 23, 2016, citizens of the United Kingdom voted to leave the EU, creating economic, political and legal
uncertainty in its wake. Consequently, the United Kingdom government, pursuant to the Treaty of Lisbon (the “Treaty”),
has given notice of its intention to withdraw in March 2019 (later extended to October 2019) and has entered into negotiations
with the EU Council to agree to terms for the United Kingdom’s withdrawal from the EU. The Treaty provides for a two-year
negotiation period, which may be shortened or extended by agreement of the parties. During, and possibly after, this period there
is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its
relationships with the EU and other countries following its anticipated withdrawal. This uncertainty may affect other countries
in the EU, or elsewhere, if they are considered to be impacted by these events. It is unclear whether the United Kingdom and the
EU will reach an agreement regarding the terms of the United Kingdom’s withdrawal. If the United Kingdom withdraws from
the
EU without reaching as agreement with the EU, the resulting consequences could be even more significant than expected.
The
United Kingdom has one of the largest economies in Europe, and member countries of the EU are substantial trading partners of
the United Kingdom. The City of London’s economy is dominated by financial services, some of which may have to move outside
of the United Kingdom post-referendum (e.g., currency trading, international settlement). Under the referendum, banks may be forced
to move staff and comply with two separate sets of rules or lose business to banks in Europe. Furthermore, the referendum creates
the potential for decreased trade, the possibility of capital outflows, devaluation of the pound sterling, the cost of higher
corporate bond spreads due to uncertainty, and the risk that all the above could damage business and consumer spending as well
as foreign direct investment. As a result of the referendum, the British economy and its currency may be negatively impacted by
changes to its economic and political relations with the EU.
The
impact of the referendum in the near- and long-term is still unknown and could have additional adverse effects on economies, financial
markets and asset valuations around the world.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether,
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when
and how to use futures involves the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful
because of market behavior or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can
be highly volatile, using futures can lower total return and the potential loss from futures can exceed the fund’s initial
investment in such contracts.
Xtrackers MSCI Eurozone Hedged Equity ETF
Investment
Objective
Xtrackers
MSCI Eurozone Hedged Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI EMU IMI US Dollar Hedged Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
based in the countries in the European Monetary Union (the “EMU”), while seeking to mitigate exposure to fluctuations
between the value of the US dollar and the euro. The fund uses a full replication indexing strategy to seek to track the Underlying
Index. As such, the fund invests directly in the component securities (or a substantial number of the component securities) of
the Underlying Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not
possible for the fund to acquire component securities due to limited availability or regulatory restrictions, the fund may use
a representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy.
“Representative sampling” is an indexing strategy that involves investing in a representative sample of securities
that collectively has an investment profile similar to the Underlying Index. The securities selected are expected to have, in
the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental
characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund
may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing strategy. The
Underlying Index is composed of equities from countries in the EMU, or the “Eurozone,” that have adopted the euro
as their common currency and sole legal tender. The fund will invest at least 80% of its total assets (but typically far more)
in component securities (including depositary receipts in respect of such securities) of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 704 securities with an average market capitalization of approximately $6.97
billion and a minimum market capitalization of approximately $76 million from issuers in the following countries: Austria, Belgium,
Finland, France, Germany, Ireland, Italy, Netherlands, Portugal and Spain.
The
fund enters into forward currency contracts designed to offset the fund’s exposure to the euro. A forward currency contract
involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the
date of the contract agreed upon by the parties, at a price set at the time of the contract. The fund (and the Underlying Index)
hedges the euro in the portfolio to US dollars by selling the euro forward at the one-month forward rate published by WM/Reuters.
The
amount of forward contracts in the fund is based on the aggregate exposure of the fund and Underlying Index to the euro based
on currency weights as of the beginning of each month. While this approach is designed to minimize the impact of currency fluctuations
on fund returns, this does not necessarily eliminate exposure to all currency fluctuations. The return of the forward currency
contracts may not perfectly offset the actual fluctuations of the euro relative to the US dollar. The fund may use non-deliverable
forward (“NDF”) contracts to execute its hedging transactions. An NDF is a contract where there is no physical settlement
of two currencies at maturity (as opposed to deliverable forward contracts, which per their terms are settled by physical delivery
of the currencies). Rather, based on the movement of the currencies and the contractually agreed upon exchange rate, a net cash
settlement is made by one party to the other in US dollars.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from issuers in the Eurozone. As of July 31, 2019, a significant percentage of the Underlying Index was comprised of
securities of issuers from France (33.3%) and Germany (27.1%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (16.3%) and industrials (15.7%) sectors. The financial services sector includes
companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage
and insurance. The industrials sector includes companies engaged in the manufacture and distribution of capital goods, such as
those used in defense, construction and engineering, companies that manufacture and distribute electrical equipment and industrial
machinery and those that provide commercial and transportation
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services
and supplies. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries
may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund expects to use futures contracts to a limited extent in seeking performance that corresponds to its Underlying Index. A futures
contract is a standardized exchange traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
EMU IMI US Dollar Hedged Index
Number
of Components: approximately 704
Index
Description. The MSCI EMU IMI US Dollar Hedged Index (the “Underlying Index”) is
designed to provide exposure to equity securities from countries in the European Monetary Union, while mitigating exposure to
fluctuations between the value of the US dollar and the euro. As of July 31, 2019, the Underlying Index consisted of issuers from
the following 10 countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy, the Netherlands, Portugal and Spain.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
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Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
European
investment risk. European financial markets have experienced volatility in recent years and have
been adversely affected by concerns about economic downturns, credit rating downgrades, rising government debt level and possible
default on or restructuring of government debt in several European countries. A default or debt restructuring by any European
country would adversely impact holders of that country’s debt, and sellers of credit default swaps linked to that country’s
creditworthiness. Most countries in Western Europe are members of the European Union (EU), which faces major issues involving
its membership, structure, procedures and policies. In June 2016, citizens of the United Kingdom approved a referendum to leave
the EU and in March 2017, the United Kingdom initiated its withdrawal from the EU, which is currently scheduled to occur by the
end of October 2019. Significant uncertainty exists regarding the United Kingdom’s anticipated withdrawal from the EU and
any adverse economic and political effects such withdrawal may have on the United Kingdom, other EU countries and the global economy,
which could be significant, potentially resulting in increased volatility and illiquidity and lower economic growth.
European
countries are also significantly affected by fiscal and monetary controls implemented by the European Economic and Monetary Union
(EMU), and it is possible that the timing and substance of these controls may not address the needs of all EMU member countries.
Investing in euro-denominated securities also risks exposure to a currency that may not fully reflect the strengths and weaknesses
of the disparate economies that comprise Europe. There is continued concern over member state-level support for the euro, which
could lead to certain countries leaving the EMU, the implementation of currency controls, or potentially the dissolution of the
euro. The dissolution of the euro could have significant negative effects on European financial markets.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real
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estate,
mortgage and credit markets have been particularly affected by the foregoing events and the general market turmoil, and it is
uncertain whether or for how long these conditions will continue.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Forward
currency contract risk. The fund invests in forward currency contracts to attempt to minimize
the impact of changes in the value of the non-US currencies included in its Underlying Index against the US dollar.
These
contracts may not be successful. To the extent the fund’s forward currency contracts are not successful in hedging against
such changes, the US dollar value of your investment in the fund may go down if the value of the local currency of the non-US
markets in which the fund invests depreciates against the US dollar. This is true even if the local currency value of securities
in the fund’s holdings goes up. In order to minimize transaction costs or for other reasons, the fund’s exposure to
the currencies included in the Underlying Index may not be fully hedged at all times. For example, the fund may not hedge against
exposure to currencies that represent a relatively smaller portion of the Underlying Index. Furthermore, because no changes in
the currency weights in each fund’s Underlying Index are made during the month to account for changes in each fund’s
Underlying Index due to price movement of securities, corporate events, additions, deletions or any other changes, changes in
the value of the non-US currencies included in the fund’s Underlying Index against the US dollar during the month may affect
the value of the fund’s investment. Non-deliverable forward (“NDF”) contracts may be less liquid than deliverable
forward currency contracts. A lack of liquidity in NDFs of the hedged currency could adversely affect the fund’s ability
to hedge against currency fluctuations and properly track the Underlying Index.
A
forward currency contract is a negotiated agreement between two parties to exchange specified amounts of two or more currencies
at a specified future time at a specified rate. The rate specified by the forward currency contract can be higher or lower than
the spot rate between the currencies that are the subject of the contract. Settlement of a forward currency contract for the purchase
of most currencies typically must occur at a bank based in the issuing nation. By entering into a forward currency contract for
the purchase or sale, for a fixed amount of dollars or other currency, of the amount of foreign currency involved in the underlying
security transactions, the fund
may
be able to protect itself against a possible loss resulting from an adverse change in the relationship between the US dollar or
other currency which is being used for the security purchase and the foreign currency in which the security is denominated during
the period between the date on which the security is purchased or sold and the date on which payment is made or received. Furthermore,
such transactions reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite
to the position taken. There is an additional risk to the extent that forward currency contracts create exposure to currencies
in which the fund’s securities are not denominated. Unanticipated changes in currency prices may result in poorer overall
performance for the fund than if it had not entered into such contracts. Forward currency contracts may limit gains on portfolio
securities that could otherwise be realized had they not been utilized and could result in losses. The contracts also may increase
the fund’s volatility and may involve a significant amount of risk relative to the investment of cash.
Counterparty
risk. The foreign currency markets in which the fund effects its transactions are over-the-counter
or “interdealer” markets. The counterparty to an over-the counter spot contract is generally a single bank or other
financial institution rather than a clearing organization backed by a group of financial institutions. Participants in over-the-counter
markets are typically not subject to the same credit evaluation and regulatory oversight as members of exchange-based” markets.
Because the funds execute over-the-counter transactions, the fund constantly takes credit risk with regard to parties with which
it trades and may also bear the risk of settlement default. These risks may differ materially from those involved in exchange-traded
transactions which generally are characterized by clearing organization guaranties, daily marking-to-market and settlement, and
segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties
generally do not benefit from these protections and the fund is subject to the risk that a counterparty will not settle a transaction
in accordance with agreed terms and conditions.
Further,
if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, the fund may experience
significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited
recovery or may obtain no recovery in such circumstances. In addition, the fund may enter into agreements with a limited number
of counterparties which may increase that fund’s exposure to counterparty credit risk.
Because
a contract’s terms may provide for collateral to cover the variation margin exposure arising under the contract only if
a minimum transfer amount is triggered, the fund may have an uncollateralized risk exposure to a counterparty.
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The
use of spot foreign exchange contracts may also expose the fund to legal risk, which is the risk of loss due to the unexpected
application of a law or regulation, or because contracts are not legally enforceable.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate
from
the performance of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly
from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are
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unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not
trade
actively or in large volumes, for any security that trades primarily on smaller markets, and for investments that typically trade
only among a limited number of large investors (such as certain types of derivatives or restricted securities). In unusual market
conditions, even normally liquid securities may be affected by a degree of liquidity risk. This may affect only certain securities
or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund,
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which
may result in losses to the fund and its shareholders. Similar types of operational and technology risks are also present for
issuers of securities held by the fund, which could have material adverse consequences for such issuers, and may cause the fund’s
investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an exchange or market may close
or issue trading halts on specific securities or the entire market, which may result in the fund being, among other things, unable
to buy or sell certain securities or financial instruments or unable to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a
single
issuer than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular
issuers, or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s
volatility and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Risks
related to investing in France. Investment in French issuers may subject the fund to legal, regulatory,
political, currency, security, and economic risk specific to France. During the most recent financial crisis, the French economy,
along with certain other EU economies, experienced a significant economic slowdown. Recently, new concerns emerged in relation
to the economic health of the EU. These concerns have led to tremendous downward pressure on certain EU member states, including
France. Interest rates on France’s debt may rise to levels that make it difficult for it to service high debt levels without
significant financial help from, among others, the European Central Bank and could potentially lead to default. In addition, the
French economy is dependent to a significant extent on the economies of certain key trading partners, including Germany and other
Western European countries. Reduction in spending on French products and services, or changes in any of the economies may cause
an adverse impact on the French economy. France may be subject to acts of terrorism. The French economy is dependent on exports
from the agricultural sector. Leading agricultural exports include dairy products, meat, wine, fruit and vegetables, and fish.
As a result, the French economy is susceptible to fluctuations in demand for agricultural products.
Risks
related to investing in Germany. The German economy is dependent on the other countries in Europe
as key trade partners. Exports account for more than one-third of Germany’s output and are a key element in German economic
expansion. Reduction in spending by European countries on German products and services or negative changes in any of these countries
may cause an adverse impact on the German economy. In addition, the US is a large trade and investment partner of Germany. Decreasing
US imports, new trade regulations, changes in the US dollar exchange rates or a recession in the US may also have an adverse impact
on the German economy.
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During
the most recent financial crisis, the German economy, along with certain other EU economies, experienced a significant economic
slowdown. Recently, new concerns emerged in relation to the economic health of the EU. These concerns have led to tremendous downward
pressure on certain financial institutions, including German financial services companies. During the recent European debt crisis,
Germany played a key role in stabilizing the euro. However, such efforts may prove unsuccessful, and any ongoing crisis may continue
to significantly affect the economies of every country in Europe, including Germany.
Investing
in German issuers involves political, social and regulatory risks. Certain sectors and regions of Germany have experienced high
unemployment and social unrest. These issues may have an adverse effect on the German economy or the German industries or sectors
in which the fund invests. Heavy regulation of labor and product markets is pervasive in Germany. These regulations may stifle
economic growth or result in extended recessionary periods.
Cash
redemption risk. Because the fund invests a portion of its assets in forward currency contracts,
the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities.
In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the cash needed
to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred if it had
made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind redemption
process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund
directly; all other investors buy and sell shares at market prices on an exchange.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which
could
affect the fund’s rights as a creditor (e.g., the fund may not receive the net amount of payments that it is contractually
entitled to receive). A liquid secondary market may not always exist for the fund’s derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers Japan JPX-Nikkei 400 Equity ETF
Investment
Objective
Xtrackers
Japan JPX-Nikkei 400 Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the JPX-Nikkei 400 Net Total Return Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of equity securities
of issuers who are primarily listed on the following sections of Tokyo Stock Exchange (“TSE”): the 1st section, the
2nd section, Mothers or JASDAQ. The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such,
the fund invests directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
fund to acquire component securities due to limited availability or regulatory restrictions, the fund may use a representative
sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying
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Index.
The fund may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing strategy.
The Underlying Index is comprised of the equity securities of the 400 highest scoring issuers listed on the TSE, as measured in
return on equity, cumulative operating profit and current market value. The fund will invest at least 80% of its total assets
(but typically far more) in component securities (including depositary receipts in respect of such securities) of the Underlying
Index.
As
of July 31, 2019, the Underlying Index consisted of 397 securities with an average market capitalization of approximately $10.9
billion and a minimum market capitalization of approximately $505 million.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities from Japanese issuers. As of July 31, 2019, the Underlying Index was solely comprised of issuers in Japan. The fund
will not enter into transactions to hedge against declines in the value of the fund’s assets that are denominated in foreign
currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the industrials (23.3%) and consumer discretionary (15.6%) sectors. The industrials sector includes
companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction and engineering,
companies that manufacture and distribute electrical equipment and industrial machinery and those that provide commercial and
transportation services and supplies. Consumer discretionary goods sector includes durable goods, apparel, entertainment and leisure,
and automobiles. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change
over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940
Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund will not invest in forward currency contracts to hedge against changes in the value of the US dollar against specified foreign
currencies.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
JPX-Nikkei
400 Net Total Return Index
Number
of Components: approximately 397
Index
Description. The JPX-Nikkei 400 Net Total Return Index is designed to reflect the performance
of the Japanese stock market, specifically companies which are primarily listed on the TSE 1st section, TSE 2nd section, TSE Mothers
or JASDAQ markets. The currency of the component securities is the Japanese yen.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at
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an
attractive price. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with
periods of rising and falling prices. Events in the US and global financial markets, including actions taken by the US Federal
Reserve or foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility
which could negatively affect performance. Further, geopolitical and other events, including war, terrorism, economic uncertainty,
trade disputes and related geopolitical events have led, and in the future may lead, to increased short-term market volatility,
which may disrupt securities markets and have adverse long-term effects on US and world economies and markets. To the extent that
the fund invests in a particular geographic region, capitalization or sector, the fund’s performance may be affected by
the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not
carry
the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts are issued by one or more depositaries
in response to market demand, but without a formal agreement with the company that issues the underlying securities.
Risks
related to investing in Japan. The growth of Japan’s economy has historically lagged behind
that of its Asian neighbors and other major developed economies. The Japanese economy is heavily dependent on international trade
and has been adversely affected by trade tariffs, other protectionist measures, competition from emerging economies and the economic
conditions of its trading partners. Japan’s relations with its neighbors, particularly China, North Korea, South Korea and
Russia, have at times been strained due to territorial disputes, historical animosities and defense concerns. Most recently, the
Japanese government has shown concern over the increased nuclear and military activity by North Korea. Strained relations may
cause uncertainty in the Japanese markets and adversely affect the overall Japanese economy in times of crisis. China has become
an important trading partner with Japan, yet the countries’ political relationship has become strained. Should political
tension increase, it could adversely affect the economy, especially the export sector, and destabilize the region as a whole.
Japan is located in a part of the world that has historically been prone to natural disasters such as earthquakes, volcanoes and
tsunamis and is economically sensitive to environmental events. Any such event, such as the major earthquake and tsunami which
struck Japan in March 2011, could result in a significant adverse impact on the Japanese economy. Japan also remains heavily dependent
on oil imports, and higher commodity prices could therefore have a negative impact on the economy. Furthermore, Japanese corporations
often engage in high levels of corporate leveraging, extensive cross-purchases of the securities of other corporations and are
subject to a changing corporate governance structure. Japan may be subject to risks relating to political, economic and labor
risks. Any of these risks, individually or in the aggregate, could adversely affect investments in the fund.
Historically,
Japan has been subject to unpredictable national politics and may experience frequent political turnover. Future political developments
may lead to changes in policy that might adversely affect the fund’s investments. In addition, the Japanese economy faces
several concerns, including a financial system with large levels of nonperforming loans, over-leveraged corporate balance sheets,
extensive cross- ownership by major corporations, a changing corporate governance structure, and large government deficits. The
Japanese yen has fluctuated widely at times and any increase in its value may cause a decline in exports that could weaken the
economy. Furthermore, Japan has an aging workforce. It is a labor market undergoing fundamental structural changes, as traditional
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lifetime
employment clashes with the need for increased labor mobility, which may adversely affect Japan’s economic competitiveness.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional
political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the
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calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing prices
(i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the
fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the
fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market
participants,
or during periods of significant market volatility, may result in trading prices that differ significantly from the value of the
fund’s holdings. Although market makers will generally take advantage of differences between the NAV and the market price
of fund shares through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business
or are unable to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares
and may even face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price
of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist,
market makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread
often increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely
to be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There
are various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
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Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance
costs.
For example, the fund’s or its service providers’ assets or sensitive or confidential information may be misappropriated,
data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may cause the release of private
shareholder information or confidential fund information, interfere with the processing of shareholder transactions, impact the
ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks, disruptions, or failures
involving a fund counterparty could affect such counterparty’s ability to meet its obligations to the fund, which may result
in losses to the fund and its shareholders. Similar types of operational and technology risks are also present for issuers of
securities held by the fund, which could have material adverse consequences for such issuers, and may cause the fund’s investments
to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an exchange or market may close or issue trading
halts on specific securities or the entire market, which may result in the fund being, among other things, unable to buy or sell
certain securities or financial instruments or unable to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations
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where
APs have limited or diminished access to capital required to post collateral) and no other AP is able to step forward to create
and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Xtrackers MSCI Latin America Pacific Alliance ETF
Investment
Objective
Xtrackers
MSCI Latin America Pacific Alliance ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI Latin America Pacific Alliance Capped Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to provide exposure to equity securities of
issuers from Latin American member states of the Pacific Alliance, currently consisting of Chile, Colombia, Mexico and Peru, as
well as securities that are headquartered and carry out the majority of operations in the respective country. The Underlying Index
is a free float adjusted, market capitalization-weighted index with a capping methodology applied to issuer weights so that no
single issuer of a component exceeds 25% of the Underlying Index weight, all issuers with weight above 5% do not exceed 50% of
the Underlying Index weight and no single country exceeds 50% of the Underlying Index weight. The fund uses a full replication
indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities (or a
substantial number of the component securities) of the Underlying Index in substantially the same weightings in which they are
represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability
or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index
instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing
in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities
selected are expected to have, in the aggregate,
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investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when using a representative sampling indexing strategy. The fund will invest at least
80% of its total assets (but typically far more) in component securities of the Underlying Index.
As
of July 31, 2019, the Underlying Index consisted of 137 securities with an average market capitalization of approximately $2.14
billion and a minimum market capitalization of approximately $21 million from issuers in the following countries: Canada, Chile,
Colombia, Mexico, Peru and the United Kingdom.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity
securities of issuers from Latin American member states of the Pacific Alliance (including securities that are headquartered and
carry out the majority of operations in such countries). As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of securities of issuers from Mexico (48.3%) and Chile (22.6%). The fund will not enter into transactions to hedge
against declines in the value of the fund’s assets that are denominated in foreign currency.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (27.9%) and consumer staples (21.3%) sectors. The financial services sector
includes companies involved in banking, consumer finance, asset management and custody banks, as well as investment banking and
brokerage and insurance. The consumer staples sector includes companies whose businesses are less susceptible to economic cycles.
These companies include manufacturers and distributors of food, beverages, non-durable household goods and personal products,
as well as food and drug retail companies and consumer product super centers. To the extent that the fund tracks the Underlying
Index, the fund’s investment in certain sectors or countries may change over time.
The
fund may also invest in depositary receipts in respect of equity securities that comprise its Underlying Index to seek performance
that corresponds to the fund’s respective Underlying Index. Investments in such depositary receipts will count towards the
fund’s 80% investment policy discussed above with respect to instruments that comprise the applicable Underlying Index.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts and other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes.
The
fund will not invest in forward currency contracts to hedge against changes in the value of the US dollar against specified foreign
currencies.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
MSCI
Latin America Pacific Alliance Capped Index
Number
of Components: approximately 137
Index
Description. The MSCI Latin America Pacific Alliance Capped Index is designed to provide exposure
to equity securities of issuers from Latin American member states of the Pacific Alliance as well as securities that are headquartered
and carry out the majority of operations in the respective country. The Underlying Index is a free float- adjusted market capitalization-weighted
index with a capping methodology applied to issuer weights so that no single issuer of a component exceeds 25% of the Underlying
Index weight, all issuers with weight above 5% do not exceed 50% of the Underlying Index weight and no single country exceeds
50% of the Underlying Index
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weight.
As of July 1, 2019, the Underlying Index consisted of issuers from the following 6 countries: Canada, Chile, Colombia, Mexico,
Peru and the United Kingdom.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than
those
for US investments, and the transactions and custody of foreign assets may involve delays in payment, delivery or recovery of
money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Emerging
market securities risk. Investment in emerging markets subjects the fund to a greater risk of
loss than investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading
volume, (iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater
risk of market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested
capital than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries,
which may be magnified by currency fluctuations relative to the US dollar.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the US and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of
a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
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hold
securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Latin
American economic risk. Many economies in Latin America have experienced high interest rates,
economic volatility, inflation, currency devaluations and high unemployment rates. The economies of Latin American countries are
heavily dependent on trading relationships with key trading partners, including the US, Europe, Asia and other Latin American
countries. Any adverse economic event in one country can have a significant effect on other countries of this region. In addition,
in the past, certain Latin American economies have been influenced by changing supply and demand for a particular currency, monetary
policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign
investment in a country or on investment by residents of a country in other countries), and currency devaluations and revaluations.
Commodities (such as oil, gas and minerals) represent a significant percentage of the region’s exports and, as a result,
many economies in this region are particularly sensitive to fluctuations in commodity prices.
Risks
related to investing in Chile. Investment in Chilean issuers involves risks that are specific
to Chile, including, legal, regulatory, political, environmental and economic risks. Chile’s economy is export-dependent
and relies heavily on trading relationships with certain key trading partners, including China, Brazil, Japan, the US and Netherlands.
Future changes in the price or the demand for Chilean exported products by China, Brazil, Japan, the United States and Netherlands
or changes in these countries’ economies, trade regulations or currency exchange rates could adversely impact the Chilean
economy and the issuer’s to which the fund has exposure.
The
Chilean economy is subject to risks of social unrest, high unemployment, governmental control and heavy regulation of the labor
industry. Any of these factors individually or in the aggregate could adversely affect investments in the fund. Historically,
Chile has experienced periods of political instability and certain sectors and regions of Chile have experienced high unemployment.
Any recurrence of these events may cause downturns in the Chilean market and adversely impact investments in the fund. Heavy regulation
of labor and product markets is pervasive in Chile and may stifle Chilean economic growth or contribute to prolonged periods of
recession.
Risks
related to investing in Colombia. Investments in Colombian issuers and companies that have significant
operations in Colombia involve risks that are specific to Colombia, including legal, regulatory, political and economic risks.
The Colombian economy has grown steadily during the past several years, and there can be no
assurance
that economic growth will continue. The Colombian economy depends heavily on oil, coal and other commodity exports, making it
vulnerable to commodity prices.
Risks
related to investing in Mexico. Investments in Mexican issuers involve risks that are specific
to Mexico, including legal, regulatory, political, currency, security and economic risks. The Mexican economy, among other things,
is dependent upon external trade with other economies, specifically with the US and certain Latin American countries. As a result,
Mexico is dependent on, among other things, the US economy and any change in the price or demand for Mexican exports may have
an adverse impact on the Mexican economy. Mexico has privatized or has begun the process of privatization of certain entities
and industries. In some instances, investors in some newly privatized entities have suffered losses due to the inability of the
newly privatized entities to adjust quickly to a competitive environment or to changing regulatory and legal standards. There
is no assurance that such losses will not recur. The Mexican economy may be significantly affected by the economies of other Central
and South American countries. High interest, inflation, government defaults and unemployment rates characterize the economies
in some Central and South American countries. Currency devaluations in any Central and South American country can have a significant
effect on the entire region. Because commodities such as oil and gas, minerals, and metals represent a significant percentage
of the region’s exports, the economies of Central and South American countries are particularly sensitive to fluctuations
in commodity prices. As a result, the economies in many Central and South American countries can experience significant volatility.
In addition, Mexico’s economy has become increasingly oriented toward manufacturing, including electronic equipment and
machinery, in the years since the North American Free Trade Agreement entered into force. As Mexico’s top export is automotive
vehicles, its economy is strongly tied to the US automotive market, and changes to certain segments in the US market could have
an impact on the Mexican economy. The automotive industry and other industrial products can be highly cyclical, and companies
in these industries may suffer periodic operating losses. These industries can be significantly affected by labor relations and
fluctuating component prices. In the past, Mexico has experienced high interest rates, economic volatility and high unemployment
rates.
Political
and social risk. Mexico has been destabilized by local insurrections, social upheavals, drug related
violence, and the recent public health crisis related to the H1N1 influenza outbreak. Recurrence of these or similar conditions
may adversely impact the Mexican economy. Mexican elections have been contentious and have been very closely decided. Changes
in political parties or other Mexican political events may affect the economy and cause instability.
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Currency
instability risk. Historically, Mexico has experienced substantial economic instability resulting
from, among other things, periods of very high inflation and significant devaluations of the Mexican currency, the peso.
Mexico
has historically experienced acts of terrorism, significant criminal activity and strained international relations related to
border disputes; historical animosities; the drug trade; and other defense concerns. Recently, criminal gang activity related
to the drug trade has been on the rise. Additionally, recent political developments in the US have potential implications for
the current trade arrangements between the US and Mexico, which could negatively affect the value of securities held by the fund.
These situations may cause uncertainty in the Mexican market and adversely affect the performance of the Mexican economy.
Risks
related to investing in Peru. The fund’s investments in Peruvian issuers subject the fund
to legal, regulatory, political, currency and economic risks specific to Peru. Peru has experienced economic instability resulting
from periods of high inflation and currency devaluations and may continue to do so in the future. An increase in prices for commodities,
the depreciation of Peruvian currency, the Peruvian nuevo sol, and potential future government measures seeking to maintain the
value of the currency in relation to other currencies, may trigger increases in inflation in Peru and may also slow the rate of
growth of its economy. Since 2000, however, Peru’s currency has remained relatively stable against the US dollar. Peru continues
to experience significant unemployment in certain regions as well as widespread underemployment. Heavy regulation of labor is
pervasive in Peru and may stifle Peruvian economic growth.
Peru
has experienced periods of political instability and social unrest in the past. Possibility of political instability may cause
uncertainty in the Peruvian stock market and as a result, negatively impact issuers to which the fund has exposure. In addition,
the market for Peruvian securities is directly influenced by the flow of international capital and economic and market conditions
of certain countries, especially other emerging market countries in Latin America.
Peru
has entered into a bilateral trade agreement with the US which is designed to help protect private US investments in Peru, develop
market-oriented policies in partner countries, and promote US exports to Peru. This program may have the effect of mitigating
the potential risks listed for investing in Peru. There may be a risk of loss due to expropriation, nationalization, confiscation
of assets and property or the imposition of restrictions on foreign investments and on repatriation of capital invested, particularly
if the bilateral trade agreement with the US fails in its purpose.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are
less
likely to follow medium-sized companies, less information about them is available to investors. Industry-wide reversals may have
a greater impact on small and medium-sized companies, since they lack the financial resources of larger companies. Small and medium-sized
company stocks are typically less liquid than large company stocks.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
Consumer
staples sector risk. To the extent that the fund invests significantly in the consumer staples
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the consumer staples sector. Companies in the consumer staples sector may be adversely affected by changes in the
global economy, consumer spending, competition, demographics and consumer preferences, and production spending. Companies in the
consumer staples sector are also affected by changes in government regulation, global economic, environmental and political events,
economic conditions and the depletion of resources. In addition, companies in the consumer staples
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sector
may be subject to risks pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate
in response to a number of factors, including, without limitation, changes in government agricultural support programs, exchange
rates, import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.
Currency
risk. Changes in currency exchange rates and the relative value of non-US currencies may affect
the value of the fund’s investment and the value of your fund shares. Because the fund’s NAV is determined on the
basis of the US dollar, investors may lose money if the foreign currency depreciates against the US dollar, even if the foreign
currency value of the fund’s holdings in that market increases. Conversely, the dollar value of your investment in the fund
may go up if the value of the foreign currency appreciates against the US dollar. The value of the US dollar measured against
other currencies is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade
deficits, changes in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political,
economic or financial events, monetary policies of governments, actual or potential government intervention, and global energy
prices. Political instability, the possibility of government intervention and restrictive or opaque business and investment policies
may also reduce the value of a country’s currency. Government monetary policies and the buying or selling of currency by
a country’s government may also influence exchange rates. Currency exchange rates can be very volatile and can change quickly
and unpredictably. Therefore, the value of an investment in the fund may also go up or down quickly and unpredictably and investors
may lose money.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure
to
the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management uses a representative
sampling approach (investing in a representative selection of securities included in the Underlying Index rather than all securities
in the Underlying Index) it may cause the fund to not be as well correlated with the return of the Underlying Index as would be
the case if the fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying
Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the Underlying Index
in accordance with its methodology may occur from time to time and may not be identified and corrected by the index provider for
a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be
able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they
are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries,
a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons.
To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’
closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track
the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain securities, and such sale
may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed
above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will
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fluctuate,
in some cases materially, in response to changes in the NAV and supply and demand for shares. As a result, the trading prices
of shares may deviate significantly from NAV during periods of market volatility. Differences between secondary market prices
and the value of the fund’s holdings may be due largely to supply and demand forces in the secondary market, which may not
be the same forces as those influencing prices for securities held by the fund at a particular time. The Advisor cannot predict
whether shares will trade above, below or at their NAV. Given the fact that shares can be created and redeemed in Creation Units,
the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained in the long-term. In addition,
there may be times when the market price and the value of the fund’s holdings vary significantly and you may pay more than
the value of the fund’s holdings when buying shares on the secondary market, and you may receive less than the value of
the fund’s holdings when you sell those shares. While the creation/redemption feature is designed to make it likely that
shares normally will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including
disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in trading
prices that differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage
of differences between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that
they will do so. If market makers. exit the business or are unable to continue making markets in fund’s shares, shares may
trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able
to trade shares in the secondary market). The market price of shares, like the price of any exchange-traded security, includes
a “bid-ask spread” charged by the exchange specialist, market makers or other participants that trade the particular
security. In times of severe market disruption, the bid-ask spread often increases significantly. This means that shares may trade
at a discount to the fund’s NAV, and the discount is likely to be greatest when the price of shares is falling fastest,
which may be the time that you most want to sell your shares. There are various methods by which investors can purchase and sell
shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads
and
extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread varies over
time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower if the fund
has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity (which
is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted by
the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
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Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk
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that
changes in the value of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create
investment leverage, may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions
are entered into “over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such
a derivative transaction will depend on the ability and the willingness of the fund’s counterparty to perform its obligations
under the transaction. If a counterparty were to default on its obligations, the fund’s contractual remedies against such
counterparty may be subject to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g.,
the fund may not receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may
not always exist for the fund’s derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
Other
Policies and Risks
While
the previous pages describe the main points of each fund’s strategy and risks, there are a few other matters to know about:
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Each of the policies described herein, including the investment objective and 80% investment policies of each fund, constitutes
a non-fundamental policy that may be changed by the Board without shareholder approval. Each fund’s 80% investment
policies require 60 days’ prior written notice to shareholders before they can be changed. Certain fundamental policies
of each fund are set forth in the SAI.
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Because each fund seeks to track its Underlying Index, no fund invests defensively and each fund will not invest in money
market instruments or other short-term investments as part of a temporary defensive strategy to protect against potential
market declines.
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Each fund may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency
purposes.
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Xtrackers MSCI All World ex US Hedged Equity ETF, Xtrackers MSCI All World ex US High Dividend Yield Equity ETF and Xtrackers
MSCI Emerging Markets Hedged Equity ETF may borrow money under a credit facility to the extent necessary for temporary or
emergency purposes, including the funding of shareholder redemption requests, trade settlements, and as necessary to distribute
to shareholders any income necessary to maintain a fund’s status as a regulated investment company (“RIC”).
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Secondary market trading in fund shares may be halted by a stock exchange because of market conditions or other reasons.
In addition, trading in fund shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary
market volatility pursuant to “circuit breaker” rules on the exchange or market. If a trading halt or unanticipated
early closing of a stock exchange occurs, a shareholder may be unable to purchase or sell shares of each fund. There can
be no assurance that the requirements necessary to maintain the listing or trading of fund shares will continue to be met
or will remain unchanged or that shares will trade with any volume, or at all, in any secondary market. As with all other
exchange traded securities, shares may be sold short and may experience increased volatility and price decreases associated
with such trading activity.
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From time to time a third party, the Advisor and/or its affiliates may invest in a fund and hold its investment for a specific
period of time in order for a fund to achieve size or scale. There can be no assurance that any such entity would not redeem
its investment or that the size of a fund would be maintained at such levels. In order to comply with applicable law, it
is possible that the Advisor or its affiliates, to the extent they are invested in a fund, may be required to redeem some
or all of their ownership interests in a fund prematurely or at an inopportune time.
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From time to time, a fund may have a concentration of shareholder accounts holding a significant percentage of shares outstanding.
Investment activities of these shareholders could have a material impact on a fund. For example, a fund may be used as an
underlying investment for other registered investment companies.
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Portfolio
Holdings Information
A
description of the Trust’s policies and procedures with respect to the disclosure of each fund’s portfolio securities
is available in each fund’s SAI. The top holdings of each fund can be found at www.Xtrackers.com. Fund fact sheets provide
information regarding each fund’s top holdings and may be requested by calling 1-855-329-3837 (1-855-DBX-ETFS).
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Who
Manages and Oversees the Funds
The
Investment Advisor
DBX
Advisors LLC (“Advisor”), with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for
the fund. Under the oversight of the Board, the Advisor makes the investment decisions, buys and sells securities for the fund
and conducts research that leads to these purchase and sale decisions.
The
Advisor is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed
financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG. Founded in 2010, the Advisor managed
approximately $13.7 billion in 38 operational exchange-traded funds, as of July 1, 2019.
DWS
represents the asset management activities conducted by DWS Group or any of its subsidiaries, including the Advisor and other
affiliated investment advisors.
DWS
is a global organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world’s major investment centers. This well- resourced global investment
platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing
styles.
The
Advisor may utilize the resources of its global investment platform to provide investment management services through branch offices
or affiliates located outside the US. In some cases, the Advisor may also utilize its branch offices or affiliates located in
the US or outside the US to perform certain services, such as trade execution, trade matching and settlement, or various administrative,
back-office or other services. To the extent services are performed outside the US, such activity may be subject to both US and
foreign regulation. It is possible that the jurisdiction in which the Advisor or its affiliate performs such services may impose
restrictions or limitations on portfolio transactions that are different from, and in addition to, those in the US.
Management
Fee. Under each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially
all expenses of the fund, including the cost of transfer agency, custody, fund administration, compensation paid to the Independent
Board Members, legal, audit and other services, except for the fee payments to the Advisor under the Investment Advisory Agreement
(also known as a “unitary advisory fee”), interest expense, acquired fund fees and expenses, taxes, brokerage expenses,
distribution fees or expenses (if any), litigation expenses and other extraordinary expenses.
For
its services to each fund, during the most recent fiscal year, the Advisor received aggregate unitary advisory fees at the following
annual rates as a percentage of each fund’s average daily net assets.
Fund Name
|
Fee Paid
|
Xtrackers MSCI Emerging Markets
Hedged Equity ETF
|
0.65%
|
Xtrackers MSCI EAFE Hedged Equity
ETF
|
0.35%
|
Xtrackers MSCI Germany Hedged
Equity ETF
|
0.45%
|
Xtrackers MSCI Japan Hedged Equity
ETF
|
0.45%
|
Xtrackers MSCI Europe Hedged
Equity ETF
|
0.45%
|
Xtrackers MSCI All World ex US
Hedged Equity ETF
|
0.40%
|
Xtrackers MSCI South Korea Hedged
Equity ETF
|
0.58%
|
Xtrackers MSCI All World ex US
High Dividend Yield Equity ETF
|
0.20%
|
Xtrackers MSCI EAFE High Dividend
Yield Equity ETF
|
0.20%
|
Xtrackers Eurozone Equity ETF
|
0.09%
|
Xtrackers MSCI Eurozone Hedged
Equity ETF
|
0.45%
|
Xtrackers Japan JPX-Nikkei 400
Equity ETF
|
0.09%
|
Xtrackers MSCI Latin America
Pacific Alliance ETF
|
0.45%
|
A
discussion regarding the basis for the Board's approval of each fund’s Investment Advisory Agreement is contained in the
most recent annual report for the annual period ended May 31. For information on how to obtain shareholder reports, see the back
cover.
Multi-Manager
Structure. The Advisor and the Trust may rely on an exemptive order (the “Order”)
from the SEC that permits the Advisor to enter into investment sub-advisory agreements with unaffiliated and wholly-owned subadvisors
without obtaining shareholder approval. The Advisor, subject to the review and approval of the Board, selects subadvisors for
each fund and supervises, monitors and evaluates the performance of the subadvisor.
The
Order also permits the Advisor, subject to the approval of the Board, to replace subadvisors and amend investment subadvisory
agreements, including fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit a
fund and its shareholders. The Advisor thus has the ultimate responsibility (subject to the ultimate oversight of the Board) to
recommend the hiring and replacement of subadvisors as well as the discretion to terminate any subadvisor and reallocate a fund’s
assets for management among any other subadvisor(s) and itself. This means that the Advisor is able to reduce the subadvisory
fees and retain a larger portion
Prospectus October 1, 2019
|
178
|
Fund Details
|
of
the management fee, or increase the subadvisory fees and retain a smaller portion of the management fee. Pursuant to the Order,
the Advisor is not required to disclose its contractual fee arrangements with any subadvisor. The Advisor compensates a subadvisor
out of its management fee.
Management
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI EAFE Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI Germany Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Prospectus October 1, 2019
|
179
|
Fund Details
|
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI Japan Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI Europe Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Prospectus October 1, 2019
|
180
|
Fund Details
|
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI South Korea Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Prospectus October 1, 2019
|
181
|
Fund Details
|
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Prospectus October 1, 2019
|
182
|
Fund Details
|
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
Eurozone Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Prospectus October 1, 2019
|
183
|
Fund Details
|
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
■
|
Lead Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2018.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
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Head of Passive Portfolio Management, Americas: New York.
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BS in Finance, Boston College.
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Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
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Lead Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Rutgers University.
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Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
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Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Yeshiva University.
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Each
fund’s Statement of Additional Information provides additional information about a portfolio manager’s investments
in each fund, a description of the portfolio management compensation structure and information regarding other accounts managed.
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in the Funds
Additional
shareholder information, including how to buy and sell shares of a fund, is available free of charge by calling toll-free: 1-855-329-3837
(1-855-DBX-ETFS) or visiting our website at www.Xtrackers.com.
Buying
and Selling Shares
Shares
of a fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and sold throughout
the trading day at market prices like shares of other publicly-traded companies. The Trust does not impose any minimum investment
for shares of a fund purchased on an exchange. Buying or selling fund shares involves two types of costs that may apply to all
securities transactions. When buying or selling shares of a fund through a broker, you will likely incur a brokerage commission
or other charges determined by your broker. In addition, you may incur the cost of the “spread” – that is, any
difference between the bid price and the ask price. The commission is frequently a fixed amount and may be a significant proportional
cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of a fund based on its
trading volume and market liquidity, and is generally lower if a fund has a lot of trading volume and market liquidity and higher
if a fund has little trading volume and market liquidity.
Shares
of a fund may be acquired or redeemed directly from a fund only in Creation Units or multiples thereof, as discussed in the section
of this Prospectus entitled “Creations and Redemptions.” Only an AP may engage in creation or redemption transactions
directly with a fund. Once created, shares of a fund generally trade in the secondary market in amounts less than a Creation Unit.
The
Board has evaluated the risks of market timing activities by a fund’s shareholders. The Board noted that shares of a fund
can only be purchased and redeemed directly from the fund in Creation Units by APs and that the vast majority of trading in a
fund’s shares occurs on the secondary market. Because the secondary market trades do not involve a fund directly, it is
unlikely those trades would cause many of the harmful effects of market timing, including dilution, disruption of portfolio management,
increases in a fund’s trading costs and the realization of capital gains. With regard to the purchase or redemption of Creation
Units directly with a fund, to the extent effected
in-kind
(i.e., for securities), such trades do not cause any of the harmful effects (as previously noted) that may result from frequent
cash trades. To the extent trades are effected in whole or in part in cash, the Board noted that such trades could result in dilution
to a fund and increased transaction costs, which could negatively impact a fund’s ability to achieve its investment objective.
However, the Board noted that direct trading by APs is critical to ensuring that a fund’s shares trade at or close to NAV.
In addition, a fund imposes both fixed and variable transaction fees on purchases and redemptions of fund shares to cover the
custodial and other costs incurred by a fund in effecting trades. These fees increase if an investor substitutes cash in part
or in whole for securities, reflecting the fact that a fund’s trading costs increase in those circumstances. Given this
structure, the Board determined that with respect to a fund it is not necessary to adopt policies and procedures to detect and
deter market timing of a fund’s shares.
The
national securities exchange on which a fund’s shares are listed is open for trading Monday through Friday and is closed
on weekends and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The
1940 Act imposes certain restrictions on investments by registered investment companies in the securities of other investment
companies, such as the funds. Registered investment companies are permitted to invest in a fund beyond applicable 1940 Act limitations,
subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust, including that such investment
companies enter into an agreement with the Trust.
Shares
of a fund trade on the exchange and under the ticker symbol as shown in the table below.
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Fund name
|
Ticker Symbol
|
Stock Exchange
|
Xtrackers MSCI Emerging
Markets Hedged Equity ETF
|
DBEM
|
NYSE Arca, Inc.
|
Xtrackers MSCI EAFE Hedged
Equity ETF
|
DBEF
|
NYSE Arca, Inc.
|
Xtrackers MSCI Germany
Hedged Equity ETF
|
DBGR
|
NYSE Arca, Inc.
|
Xtrackers MSCI Japan Hedged
Equity ETF
|
DBJP
|
NYSE Arca, Inc.
|
Xtrackers MSCI Europe
Hedged Equity ETF
|
DBEU
|
NYSE Arca, Inc.
|
Xtrackers MSCI All World ex
US Hedged Equity ETF
|
DBAW
|
NYSE Arca, Inc.
|
Xtrackers MSCI South Korea
Hedged Equity ETF
|
DBKO
|
NYSE Arca, Inc.
|
Xtrackers MSCI All World ex
US High Dividend Yield Equity ETF
|
HDAW
|
NYSE Arca, Inc.
|
Xtrackers MSCI EAFE High
Dividend Yield Equity ETF
|
HDEF
|
NYSE Arca, Inc.
|
Xtrackers Eurozone Equity ETF
|
EURZ
|
Cboe BZX
Exchange, Inc.
|
Xtrackers MSCI Eurozone
Hedged Equity ETF
|
DBEZ
|
NYSE Arca, Inc.
|
Xtrackers Japan JPX-Nikkei
400 Equity ETF
|
JPN
|
NYSE Arca, Inc.
|
Xtrackers MSCI Latin America
Pacific Alliance ETF
|
PACA
|
NYSE Arca, Inc.
|
Book
Entry
Shares
of a fund are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of a fund and is recognized as the owner of all shares for all purposes.
Investors
owning shares of a fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities
depository for shares of a fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares,
you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures
of DTC and its participants.
These
procedures are the same as those that apply to any other securities that you hold in book-entry or “street name” form.
Share
Prices
The
trading prices of a fund’s shares in the secondary market generally differ from a fund’s daily NAV per share and are
affected by market forces such as supply and demand, economic conditions and other factors. Information regarding the intraday
value of shares of a fund, also known as the “indicative optimized portfolio value” (“IOPV”), is disseminated
every 15 seconds throughout the trading day by the national securities exchange on which a fund’s shares are listed or by
market data vendors or other information providers. The IOPV is based on the current market value of the securities and/or cash
required to be deposited in exchange for a Creation Unit. The IOPV does not necessarily reflect the precise composition of the
current portfolio of securities held by a fund at a particular point in time nor the best possible valuation of the current portfolio.
Therefore, the IOPV should not be viewed as a “real-time” update of the NAV, which is computed only once a day. The
IOPV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that
may trade in the portfolio securities held by a fund. The quotations of certain fund holdings may not be updated during US trading
hours if such holdings do not trade in the US. Each fund is not involved in, or responsible for, the calculation or dissemination
of the IOPV and makes no representation or warranty as to its accuracy.
Determination
of Net Asset Value
The
NAV of each fund is generally determined once daily Monday through Friday as of the regularly scheduled close of business of the
New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern time) on each day that the NYSE is open for trading,
provided that (a) any fund assets or liabilities denominated in currencies other than the US dollar are translated into US dollars
at the prevailing market rates on the date of valuation as quoted by one or more data service providers (as detailed below) and
(b) US fixed-income assets may be valued as of the announced closing time for trading in fixed-income instruments in a particular
market or exchange. NAV is calculated by deducting all of the fund’s liabilities from the total value of its assets and
dividing the result by the number of shares outstanding, rounding to the nearest cent. All valuations are subject to review by
the Trust’s Board or its delegate.
In
determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are available
are valued at market value. Equity investments are valued at market value, which is generally determined using the last reported
official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation.
Debt securities’ values are based on price quotations or other
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equivalent
indications of value provided by a third-party pricing service. Any such third-party pricing service may use a variety of methodologies
to value some or all of a fund’s debt securities to determine the market price. For example, the prices of securities with
characteristics similar to those held by a fund may be used to assist with the pricing process. In addition, the pricing service
may use proprietary pricing models. In certain cases, some of a fund’s debt securities may be valued at the mean between
the last available bid and ask prices for such securities or, if such prices are not available, at prices for securities of comparable
maturity, quality, and type. Short- term securities for which market quotations are not readily available are valued at amortized
cost, which approximates market value. Money market securities maturing in 60 days or less will be valued at amortized cost. The
approximate value of shares of the applicable fund, an amount representing on a per share basis the sum of the current value of
the deposit securities based on their then current market price and the estimated cash component will be disseminated every 15
seconds throughout the trading day through the facilities of the Consolidated Tape Association. As the respective international
local markets close, the market value of the deposit securities will continue to be updated for foreign exchange rates for the
remainder of the US trading day at the prescribed 15 second intervals. With respect to Xtrackers MSCI All World ex US High Dividend
Yield Equity ETF, Xtrackers MSCI EAFE High Dividend Yield Equity ETF, Xtrackers Eurozone Equity ETF, Xtrackers Japan JPX-Nikkei
400 Equity ETF and Xtrackers MSCI Latin America Pacific Alliance ETF (the “Non-Currency Hedged Funds”), foreign currency
exchange rates with respect to the fund’s non-US securities are generally determined as of 4:00 p.m., London time. Generally,
trading in non-US securities, US government securities, money market instruments and certain fixed-income securities is substantially
completed each day at various times prior to the close of business on the NYSE. The values of such securities used in computing
the NAV of the Non-Currency Hedged Funds are determined as of such times. The value of each Underlying Index will not be calculated
and disseminated intra-day. The value and return of each Underlying Index is calculated once each trading day by the Index Provider
based on prices received from the respective international local markets. In addition, with respect to the Non-Currency Hedged
Funds, the value of assets or liabilities denominated in non-US currencies will be converted into US dollars using prevailing
market rates on the date of the valuation as quoted by one or more data service providers. Use of a rate different from the rate
used by the Index Provider (to the extent the Index Provider calculates a US dollar value for the Underlying Index) may adversely
affect the fund’s ability to track its Underlying Index.
If
a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security,
the security will be valued by another method that
the
Advisor believes will better reflect fair value in accordance with the Trust’s valuation policies and procedures approved
by the Board. Each fund may use fair value pricing in a variety of circumstances, including but not limited to, situations when
the value of a security in a fund’s portfolio has been materially affected by events occurring after the close of the market
on which the security is principally traded (such as a corporate action or other news that may materially affect the price of
a security) or trading in a security has been suspended or halted. Fair value pricing involves subjective judgments and it is
possible that a fair value determination for a security is materially different than the value that could be realized upon the
sale of the security. In addition, fair value pricing could result in a difference between the prices used to calculate a fund’s
NAV and the prices used by the fund’s Underlying Index. This may adversely affect a fund’s ability to track its Underlying
Index. With respect to securities that are primarily listed on foreign exchanges, the value of a fund’s portfolio securities
may change on days when you will not be able to purchase or sell your shares.
Creations
and Redemptions
Prior
to trading in the secondary market, shares of the funds are “created” at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples thereof (“Creation Units”). The size
of a Creation Unit will be subject to change. Each “creator” or AP (which must be a DTC participant) enters into an
authorized participant agreement (“Authorized Participant Agreement”) with the fund’s distributor, ALPS Distributors,
Inc. (the “Distributor”), subject to acceptance by the Transfer Agent. Only an AP may create or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specific basket of securities approximating the holdings of
a fund and a designated amount of cash, though Xtrackers MSCI South Korea Hedged Equity ETF issues and redeems Creation Units
solely for cash. Because certain funds invest a portion of its assets in forward currency contracts, those funds may pay out a
portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio securities. Except when aggregated
in Creation Units, shares are not redeemable by the fund. The prices at which creations and redemptions occur are based on the
next calculation of NAV after an order is received in a form described in the Authorized Participant Agreement.
Additional
information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt
of creation and redemption orders) is included in the SAI.
Each
fund intends to comply with the US federal securities laws in accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests
will be sold in transactions
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that
would be exempt from registration under the Securities Act of 1933, as amended (“1933 Act”). Further, an AP that is
not a “qualified institutional buyer,” as such term is defined under Rule 144A under the 1933 Act, will not be able
to receive fund securities that are restricted securities eligible for resale under Rule 144A.
Dividends
and Distributions
General
Policies. Dividends from net investment income, if any, are generally declared and paid semi-annually
by each fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the Trust
may make distributions on a more frequent basis for a fund. The Trust reserves the right to declare special distributions if,
in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or
to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends
and other distributions on shares of a fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend
payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received
from a fund.
Dividend
Reinvestment Service. No dividend reinvestment service is provided by the Trust. Broker-dealers
may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a fund for reinvestment of
their dividend distributions. Beneficial owners should contact their broker to determine the availability and costs of the service
and the details of participation therein. Brokers may require beneficial owners to adhere to specific procedures and timetables.
If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested
in additional whole shares of a fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares of a fund will be taxed. The tax information in this Prospectus
is provided as general information. You should consult your own tax professional about the tax consequences of an investment in
shares of a fund.
Unless
your investment in fund shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when a fund makes distributions or you sell fund shares.
Taxes
on Distributions
Distributions
from a fund’s net investment income (other than qualified dividend income), including distributions of income from securities
lending and distributions out of the fund’s net short-term capital gains, if any, are taxable to
you
as ordinary income. Distributions by a fund of net long-term capital gains in excess of net short-term capital losses (capital
gain dividends) are taxable to you as long- term capital gains, regardless of how long you have held such fund’s shares.
Distributions by a fund that qualify as qualified dividend income are taxable to you at long-term capital gain rates. The maximum
individual rate applicable to “qualified dividend income” and long-term capital gains is generally either 15% or 20%,
depending on whether the individual’s income exceeds certain threshold amounts.
Dividends
are eligible to be qualified dividend income to you, if you meet certain holding period requirements discussed below, if they
are attributable to qualified dividend income received by a fund. Generally, qualified dividend income includes dividend income
from taxable
US
corporations and qualified non-US corporations, provided that a fund satisfies certain holding period requirements in respect
of the stock of such corporations and has not hedged its position in the stock in certain ways. For this purpose, a qualified
non-US corporation means any non-US corporation that is eligible for benefits under a comprehensive income tax treaty with the
United States which includes an exchange of information program or if the stock with respect to which the dividend was paid is
readily tradable on an established United States security market. The term excludes a corporation that is a passive foreign investment
company.
Dividends
received by a fund from a real estate investment trust (“REIT”) or another RIC generally are qualified dividend income
only to the extent the dividend distributions are made out of qualified dividend income received by such REIT or RIC. It is expected
that dividends received by a fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as
ordinary income.
For
a dividend to be treated as qualified dividend income, the dividend must be received with respect to a share of stock held without
being hedged by a fund, and to a share of the fund held without being hedged by you, for 61 days during the 121-day period beginning
at the date which is 60 days before the date on which such share becomes ex- dividend with respect to such dividend or in the
case of certain preferred stock 91 days during the 181-day period beginning 90 days before such date.
In
general, your distributions are subject to US federal income tax for the year when they are paid. Certain distributions paid in
January, however, may be treated as paid on December 31 of the prior year.
If
a fund’s distributions exceed current and accumulated earnings and profits, all or a portion of the distributions made in
the taxable year may be re-characterized as a return of capital to shareholders. A return of capital distribution generally will
not be taxable but will reduce the
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shareholder’s
cost basis and result in a higher capital gain or lower capital loss when those shares on which the distribution was received
are sold.
If
you are neither a resident nor a citizen of the United States or if you are a non-US entity, a fund’s ordinary income dividends
(which include distributions of net short- term capital gains) will generally be subject to a 30% US withholding tax, unless a
lower treaty rate applies, provided that withholding tax will generally not apply to any gain or income realized by a non-US shareholder
in respect of any distributions of long-term capital gains or upon the sale or other disposition of shares of a fund.
Dividends
and interest received by a fund with respect to non-US securities may give rise to withholding and other taxes imposed by non-US
countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50%
of the total assets of a fund at the close of a year consist of non-US stocks or securities, the fund may “pass through”
to you certain non-US income taxes (including withholding taxes) paid by the fund. This means that you would be considered to
have received as additional gross income your share of such non-US taxes, but you may, in such case, be entitled to either a corresponding
tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your US federal
income tax.
If you are a resident or a citizen
of the United States, by law, back-up withholding (currently at a rate of 24%) will apply to your distributions and proceeds if you have not provided a taxpayer identification number or social security number and made
other required certifications.
Taxes
when Shares are Sold
Currently,
any capital gain or loss realized upon a sale of fund shares is generally treated as a long-term gain or loss if the shares have
been held for more than one year. Any capital gain or loss realized upon a sale of fund shares held for one year or less is generally
treated as short-term gain or loss, except that any capital loss on the sale of shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such shares.
Medicare
Tax
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of US individuals, estates and
trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
The
foregoing discussion summarizes some of the consequences under current US federal tax law of an investment in a fund. It is not
a substitute for personal tax
advice.
You may also be subject to state and local taxation on fund distributions and sales of shares. Consult your personal tax advisor
about the potential tax consequences of an investment in shares of a fund under all applicable tax laws.
Authorized
Participants and the Continuous Offering of Shares
Because
new shares may be created and issued on an ongoing basis, at any point during the life of a fund a “distribution,”
as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could
render them statutory underwriters and subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination
of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note
that dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold
allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. For delivery of prospectuses to
exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is available only with respect to transactions on a national securities exchange.
Certain affiliates of a fund and
the Advisor may purchase and resell fund shares pursuant to this prospectus.
Transaction
Fees
APs
are charged standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the
issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay an additional
variable charge (up to a maximum of 2% for redemptions, including the standard redemption fee) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fee for each fund is set forth in the table below. The
maximum redemption fee, as a percentage of the amount redeemed, is 2%.
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Fund Name
|
Fee Paid
|
Xtrackers MSCI Emerging Markets
Hedged Equity ETF
|
$6,900
|
Xtrackers MSCI EAFE Hedged Equity
ETF
|
$4,650
|
Xtrackers MSCI Germany Hedged
Equity ETF
|
$750
|
Xtrackers MSCI Japan Hedged Equity
ETF
|
$1,800
|
Xtrackers MSCI Europe Hedged
Equity ETF
|
$3,600
|
Xtrackers MSCI All World ex US
Hedged Equity ETF
|
$10,500
|
Xtrackers MSCI South Korea Hedged
Equity ETF
|
$1,100
|
Xtrackers MSCI All World ex US
High Dividend Yield Equity ETF
|
$3,700
|
Xtrackers MSCI EAFE High Dividend
Yield Equity ETF(1)
|
$0
|
Xtrackers Eurozone Equity ETF
|
$500
|
Xtrackers MSCI Eurozone Hedged
Equity ETF
|
$3,200
|
Xtrackers Japan JPX-Nikkei 400
Equity ETF
|
$2,000
|
Xtrackers MSCI Latin America
Pacific Alliance ETF
|
$6,000
|
(1)
Effective January 30, 2019, the standard and maximum transaction fees for
the creation or redemption of a Creation Unit of the Xtrackers MSCI EAFE High Dividend Yield Equity ETF will be paid by the fund’s
Advisor. As such, the standard and maximum transaction fees for the creation or redemption of a Creation Unit of the fund will
be reduced from $900 to $0; however, the Advisor reserves the right to amend or discontinue this subsidy upon supplement to a
fund’s prospectus.
Distribution
The
Distributor distributes Creation Units for each fund on an agency basis. The Distributor does not maintain a secondary market
in shares of a fund. The Distributor has no role in determining the policies of a fund or the securities that are purchased or
sold by a fund. The Distributor’s principal address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
The
Advisor and/or its affiliates may pay additional compensation, out of their own assets and not as an additional charge to a fund,
to selected affiliated and unaffiliated brokers, dealers, participating insurance companies or other financial intermediaries
(“financial representatives”) in connection with the sale and/or distribution of fund shares or the retention and/or
servicing of fund investors and fund shares (“revenue sharing”). For example, the Advisor and/or its affiliates may
compensate financial representatives for providing a fund with “shelf space” or access to a third party platform or
fund offering list or other marketing programs, including, without limitation, inclusion of a fund on preferred or recommended
sales lists, fund “supermarket” platforms and other formal sales programs; granting the Advisor and/ or its affiliates
access
to
the financial representative’s sales force; granting the Advisor and/or its affiliates access to the financial representative’s
conferences and meetings; assistance in training and educating the financial representative’s personnel; and obtaining other
forms of marketing support.
The
level of revenue sharing payments made to financial representatives may be a fixed fee or based upon one or more of the following
factors: gross sales, current assets and/or number of accounts of a fund attributable to the financial representative, the particular
fund or fund type or other measures as agreed to by the Advisor and/or its affiliates and the financial representatives or any
combination thereof. The amount of these revenue sharing payments is determined at the discretion of the Advisor and/or its affiliates
from time to time, may be substantial, and may be different for different financial representatives based on, for example, the
nature of the services provided by the financial representative.
Receipt
of, or the prospect of receiving, additional compensation may influence your financial representative’s recommendation of
a fund. You should review your financial representative’s compensation disclosure and/or talk to your financial representative
to obtain more information on how this compensation may have influenced your financial representative’s recommendation of
the fund. Additional information regarding these revenue sharing payments is included in a fund’s Statement of Additional
Information, which is available to you on request at no charge (see the back cover of this Prospectus for more information on
how to request a copy of the Statement of Additional Information).
It
is possible that broker-dealers that execute portfolio transactions for a fund will include firms that also sell shares of a fund
to their customers. However, the Advisor will not consider the sale of fund shares as a factor in the selection of broker-dealers
to execute portfolio transactions for a fund. Accordingly, the Advisor has implemented policies and procedures reasonably designed
to prevent its traders from considering sales of fund shares as a factor in the selection of broker-dealers to execute portfolio
transactions for a fund. In addition, the Advisor and/or its affiliates will not use fund brokerage to pay for their obligation
to provide additional compensation to financial representatives as described above.
Premium/Discount
Information
Information
regarding how often shares of each fund traded on NYSE Arca or Cboe at a price above (i.e., at a premium) or below (i.e., at a
discount) the NAV of each fund during the past calendar year can be found at www.Xtrackers.com.
Prospectus October 1, 2019
|
191
|
Investing in the Funds
|
Financial
Highlights
The
financial highlights are designed to help you understand recent financial performance. The figures in the first part of each table
are for a single share. The total return figures represent the percentage that an investor in a fund would have earned (or lost),
assuming all dividends and distributions were reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund’s financial statements, is included in each fund’s
Annual Report (see “For More Information” on the back cover).
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$23.91
|
$21.47
|
$18.62
|
$22.43
|
$21.74
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.52
|
0.41
|
0.35
|
0.43
|
0.36
|
Net realized and unrealized gain
(loss)
|
(2.02)
|
2.39
|
2.81
|
(3.60)
|
0.77
|
Total from investment operations
|
(1.50)
|
2.80
|
3.16
|
(3.17)
|
1.13
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.60)
|
(0.36)
|
(0.31)
|
(0.64)
|
(0.44)
|
Total distributions
|
(0.60)
|
(0.36)
|
(0.31)
|
(0.64)
|
(0.44)
|
Net Asset Value, end of year
|
$21.81
|
$23.91
|
$21.47
|
$18.62
|
$22.43
|
Total Return (%)
|
(6.18)c
|
13.09
|
17.19
|
(14.32)
|
5.35
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
112
|
195
|
188
|
130
|
245
|
Ratio of expenses before fee
waiver (%)
|
0.66
|
0.65
|
0.65
|
0.65
|
0.65
|
Ratio of expenses after fee waiver
(%)
|
0.66
|
0.65
|
0.65
|
0.65
|
0.65
|
Ratio of net investment income
(loss) (%)
|
2.29
|
1.74
|
1.74
|
2.20
|
1.64
|
Portfolio turnover rate (%)b
|
13
|
15
|
43
|
32
|
58
|
a
|
Based on average shares outstanding during the period.
|
b
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
c
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
Prospectus October 1, 2019
|
192
|
Financial Highlights
|
Xtrackers
MSCI EAFE Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$31.86
|
$30.68
|
$26.48
|
$30.75
|
$27.81
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.91
|
0.80
|
0.74
|
0.76
|
1.41
|
Net realized and unrealized gain
(loss)
|
(1.00)
|
1.33
|
4.18
|
(4.03)
|
2.90
|
Total from investment operations
|
(0.09)
|
2.13
|
4.92
|
(3.27)
|
4.31
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.90)
|
(0.95)
|
(0.72)
|
(0.88)
|
(1.37)
|
Net realized gains
|
—
|
—
|
—
|
(0.12)
|
(0.00)b
|
Total distributions
|
(0.90)
|
(0.95)
|
(0.72)
|
(1.00)
|
(1.37)
|
Net Asset Value, end of year
|
$30.87
|
$31.86
|
$30.68
|
$26.48
|
$30.75
|
Total Return (%)
|
(0.14)c
|
7.05
|
19.17
|
(10.90)
|
16.22
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
4,715
|
6,140
|
8,638
|
11,984
|
12,268
|
Ratio of expenses before fee
waiver (%)
|
0.36
|
0.35
|
0.35
|
0.35
|
0.35
|
Ratio of expenses after fee waiver
(%)
|
0.36
|
0.35
|
0.35
|
0.35
|
0.35
|
Ratio of net investment income
(loss) (%)
|
2.93
|
2.57
|
2.72
|
2.82
|
4.81
|
Portfolio turnover rate (%)d
|
5
|
10
|
14
|
15
|
12
|
a
|
Based on average shares outstanding during the period.
|
b
|
Amount represents less than $0.005.
|
c
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Xtrackers
MSCI Germany Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$27.93
|
$27.87
|
$23.40
|
$27.34
|
$26.51
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.53
|
0.57
|
0.40
|
0.33
|
1.38
|
Net realized and unrealized gain
(loss)
|
(2.02)
|
(0.09)
|
4.78
|
(2.93)
|
1.93
|
Total from investment operations
|
(1.49)
|
0.48
|
5.18
|
(2.60)
|
3.31
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.67)
|
(0.42)
|
(0.71)
|
(1.34)
|
(2.48)
|
Total distributions
|
(0.67)
|
(0.42)
|
(0.71)
|
(1.34)
|
(2.48)
|
Net Asset Value, end of year
|
$25.77
|
$27.93
|
$27.87
|
$23.40
|
$27.34
|
Total Return (%)
|
(5.48)b
|
1.73
|
22.93
|
(9.99)
|
13.92
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
23
|
36
|
66
|
110
|
234
|
Ratio of expenses before fee
waiver (%)
|
0.46
|
0.45
|
0.45
|
0.45
|
0.45
|
Ratio of expenses after fee waiver
(%)
|
0.46
|
0.45
|
0.45
|
0.45
|
0.45
|
Ratio of net investment income
(loss) (%)
|
2.03
|
2.04
|
1.63
|
1.37
|
5.14
|
Portfolio turnover rate (%)c
|
11
|
17
|
12
|
16
|
20
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
c
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Prospectus October 1, 2019
|
193
|
Financial Highlights
|
Xtrackers
MSCI Japan Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$42.95
|
$38.65
|
$34.32
|
$44.54
|
$35.43
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.64
|
0.52
|
0.53
|
0.48
|
0.52
|
Net realized and unrealized gain
(loss)
|
(4.24)
|
4.69
|
4.22
|
(8.44)
|
12.49
|
Total from investment operations
|
(3.60)
|
5.21
|
4.75
|
(7.96)
|
13.01
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(1.40)
|
(0.91)
|
(0.42)
|
(1.39)
|
(3.90)
|
Net realized gains
|
—
|
—
|
—
|
(0.87)
|
—
|
Total distributions
|
(1.40)
|
(0.91)
|
(0.42)
|
(2.26)
|
(3.90)
|
Net Asset Value, end of year
|
$37.95
|
$42.95
|
$38.65
|
$34.32
|
$44.54
|
Total Return (%)
|
(8.59)b
|
13.74
|
14.08
|
(18.65)
|
39.00
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
414
|
1,153
|
1,780
|
1,026
|
1,263
|
Ratio of expenses before fee
waiver (%)
|
0.47
|
0.46
|
0.45
|
0.45
|
0.45
|
Ratio of expenses after fee waiver
(%)
|
0.47
|
0.46
|
0.45
|
0.45
|
0.45
|
Ratio of net investment income
(loss) (%)
|
1.55
|
1.24
|
1.50
|
1.29
|
1.32
|
Portfolio turnover rate (%)c
|
15
|
12
|
22
|
15
|
14
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
c
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Prospectus October 1, 2019
|
194
|
Financial Highlights
|
Xtrackers
MSCI Europe Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$28.71
|
$28.29
|
$25.65
|
$29.47
|
$27.75
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.75
|
0.68
|
0.76
|
0.79
|
1.33
|
Net realized and unrealized gain
(loss)
|
(0.26)
|
0.39
|
4.40
|
(3.19)
|
1.54
|
Total from investment operations
|
0.49
|
1.07
|
5.16
|
(2.40)
|
2.87
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.89)
|
(0.65)
|
(0.85)
|
(1.28)
|
(1.15)
|
Net realized gains
|
—
|
—
|
(1.67)
|
(0.14)
|
(0.00)b
|
Total distributions
|
(0.89)
|
(0.65)
|
(2.52)
|
(1.42)
|
(1.15)
|
Net Asset Value, end of year
|
$28.31
|
$28.71
|
$28.29
|
$25.65
|
$29.47
|
Total Return (%)
|
1.88c
|
3.82
|
21.77
|
(8.46)
|
10.88
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
849
|
1,543
|
2,747
|
3,310
|
2,668
|
Ratio of expenses before fee
waiver (%)
|
0.47
|
0.45
|
0.45
|
0.45
|
0.45
|
Ratio of expenses after fee waiver
(%)
|
0.47
|
0.45
|
0.45
|
0.45
|
0.45
|
Ratio of net investment income
(loss) (%)
|
2.67
|
2.41
|
2.95
|
3.08
|
4.74
|
Portfolio turnover rate (%)d
|
7
|
11
|
17
|
18
|
13
|
a
|
Based on average shares outstanding during the period.
|
b
|
Amount represents less than $0.005.
|
c
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Prospectus October 1, 2019
|
195
|
Financial Highlights
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$27.71
|
$26.20
|
$22.62
|
$26.87
|
$25.61
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.73
|
0.67
|
0.64
|
0.64
|
0.96
|
Net realized and unrealized gain
(loss)
|
(1.12)
|
1.51
|
3.42
|
(3.57)
|
2.16
|
Total from investment operations
|
(0.39)
|
2.18
|
4.06
|
(2.93)
|
3.12
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.71)
|
(0.67)
|
(0.48)
|
(0.86)
|
(1.82)
|
Net realized gains
|
—
|
—
|
—
|
(0.46)
|
(0.04)
|
Total distributions
|
(0.71)
|
(0.67)
|
(0.48)
|
(1.32)
|
(1.86)
|
Net Asset Value, end of year
|
$26.61
|
$27.71
|
$26.20
|
$22.62
|
$26.87
|
Total Return (%)
|
(1.30)c
|
8.43
|
18.30
|
(11.17)
|
13.01
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
98
|
127
|
105
|
68
|
47
|
Ratio of expenses before fee
waiver (%)
|
0.41
|
0.40
|
0.40
|
0.40
|
0.40
|
Ratio of expenses after fee waiver
(%)
|
0.41
|
0.40
|
0.40
|
0.40
|
0.40
|
Ratio of net investment income
(loss) (%)
|
2.74
|
2.46
|
2.67
|
2.76
|
3.70
|
Portfolio turnover rate (%)b
|
13
|
11
|
15
|
24
|
24
|
a
|
Based on average shares outstanding during the period.
|
b
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
c
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
Prospectus October 1, 2019
|
196
|
Financial Highlights
|
Xtrackers
MSCI South Korea Hedged Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$30.81
|
$28.99
|
$22.94
|
$24.32
|
$25.08
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.58
|
0.39
|
0.18
|
0.16
|
(0.11)
|
Net realized and unrealized gain
(loss)
|
(4.59)
|
1.43
|
5.99
|
(1.51)
|
(0.65)
|
Total from investment operations
|
(4.01)
|
1.82
|
6.17
|
(1.35)
|
(0.76)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.80)
|
—
|
(0.12)
|
(0.03)
|
—
|
Total distributions
|
(0.80)
|
—
|
(0.12)
|
(0.03)
|
—
|
Net Asset Value, end of year
|
$26.00
|
$30.81
|
$28.99
|
$22.94
|
$24.32
|
Total Return (%)
|
(13.31)b,c
|
6.28
|
27.01
|
(5.55)
|
(3.07)
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
5
|
11
|
29
|
118
|
137
|
Ratio of expenses before fee
waiver (%)
|
0.58
|
0.58
|
0.58
|
0.58
|
0.58
|
Ratio of expenses after fee waiver
(%)
|
0.58
|
0.58
|
0.58
|
0.58
|
0.58
|
Ratio of net investment income
(loss) (%)
|
2.08
|
1.28
|
0.74
|
0.72
|
(0.47)
|
Portfolio turnover rate (%)d
|
49
|
32
|
110
|
124
|
287
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
c
|
The
Fund’s total return includes a reimbursement by the Advisor for a realized loss due to delayed processing of a corporate
action, which otherwise would have reduced total return by 0.08%.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Prospectus October 1, 2019
|
197
|
Financial Highlights
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
5/31/2016a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$25.42
|
$26.14
|
$22.96
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
Net investment income (loss)b
|
1.21
|
1.35
|
1.02
|
0.70
|
Net realized and unrealized gain
(loss)
|
(1.92)
|
(1.20)
|
3.07
|
(2.38)
|
Total from investment operations
|
(0.71)
|
0.15
|
4.09
|
(1.68)
|
Less distributions from:
|
|
|
|
|
Net investment income
|
(1.02)
|
(0.87)
|
(0.60)
|
(0.36)
|
Net realized gains
|
—
|
—
|
(0.31)
|
—
|
Total distributions
|
(1.02)
|
(0.87)
|
(0.91)
|
(0.36)
|
Net Asset Value, end of period
|
$23.69
|
$25.42
|
$26.14
|
$22.96
|
Total Return (%)
|
(2.82)c
|
0.54
|
18.17
|
(6.67)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
24
|
27
|
4
|
3
|
Ratio of expenses before fee
waiver (%)
|
0.20
|
0.32
|
0.45
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.20
|
0.32
|
0.45
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
4.96
|
5.29
|
4.17
|
3.83*
|
Portfolio turnover rate (%)d
|
30
|
76
|
36
|
33**
|
a
|
For
the period August 12, 2015 (commencement of operations) through May 31, 2016.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
198
|
Financial Highlights
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
5/31/2016a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$23.69
|
$24.99
|
$23.16
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
Net investment income (loss)b
|
1.36
|
1.50
|
1.06
|
0.88
|
Net realized and unrealized gain
(loss)
|
(2.25)
|
(1.99)
|
3.03
|
(2.17)
|
Total from investment operations
|
(0.89)
|
(0.49)
|
4.09
|
(1.29)
|
Less distributions from:
|
|
|
|
|
Net investment income
|
(0.80)
|
(0.81)
|
(0.95)
|
(0.38)
|
Net realized gains
|
—
|
—
|
(1.31)
|
(0.17)
|
Total distributions
|
(0.80)
|
(0.81)
|
(2.26)
|
(0.55)
|
Net Asset Value, end of period
|
$22.00
|
$23.69
|
$24.99
|
$23.16
|
Total Return (%)
|
(3.76)c
|
(2.02)
|
18.93e
|
(5.08)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
244
|
24
|
5
|
5
|
Ratio of expenses before fee
waiver (%)
|
0.20
|
0.33
|
0.45
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.20
|
0.33
|
0.45
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
6.06
|
6.28
|
4.48
|
4.86*
|
Portfolio turnover rate (%)d
|
20
|
56
|
41
|
33**
|
a
|
For
the period August 12, 2015 (commencement of operations) through May 31, 2016.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
e
|
The
Fund’s total return includes a reimbursement by the Advisor for a realized loss on a trade executed incorrectly, which
otherwise would have reduced total return by 0.32%.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
199
|
Financial Highlights
|
Xtrackers
Eurozone Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
5/31/2016a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$23.60
|
$23.94
|
$20.25
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
Net investment income (loss)b
|
0.65
|
0.73
|
0.74
|
0.53
|
Net realized and unrealized gain
(loss)
|
(2.52)
|
(0.68)
|
3.74
|
(4.99)
|
Total from investment operations
|
(1.87)
|
0.05
|
4.48
|
(4.46)
|
Less distributions from:
|
|
|
|
|
Net investment income
|
(0.63)
|
(0.39)
|
(0.79)
|
(0.29)
|
Total distributions
|
(0.63)
|
(0.39)
|
(0.79)
|
(0.29)
|
Net Asset Value, end of period
|
$21.10
|
$23.60
|
$23.94
|
$20.25
|
Total Return (%)
|
(8.09)c
|
0.22c
|
23.01
|
(17.94)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
2
|
2
|
2
|
2
|
Ratio of expenses before fee
waiver (%)
|
0.10
|
0.27
|
0.45
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.09
|
0.26
|
0.45
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
3.00
|
3.01
|
3.62
|
3.18*
|
Portfolio turnover rate (%)d
|
14
|
93
|
20
|
20**
|
a
|
For
the period August 19, 2015 (commencement of operations) through May 31, 2016.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
200
|
Financial Highlights
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
2016
|
5/31/2015a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$30.90
|
$30.29
|
$25.64
|
$29.30
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)b
|
0.71
|
0.62
|
0.73
|
0.78
|
0.81
|
Net realized and unrealized gain
(loss)
|
(1.13)
|
0.63
|
4.84
|
(3.15)
|
3.49
|
Total from investment operations
|
(0.42)
|
1.25
|
5.57
|
(2.37)
|
4.30
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.68)
|
(0.64)
|
(0.92)
|
(1.29)
|
—
|
Total distributions
|
(0.68)
|
(0.64)
|
(0.92)
|
(1.29)
|
—
|
Net Asset Value, end of period
|
$29.80
|
$30.90
|
$30.29
|
$25.64
|
$29.30
|
Total Return (%)
|
(1.34)c
|
4.19
|
22.56
|
(8.45)
|
17.20**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
31
|
42
|
65
|
83
|
22
|
Ratio of expenses before fee
waiver (%)
|
0.47
|
0.45
|
0.45
|
0.45
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.47
|
0.45
|
0.45
|
0.45
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
2.42
|
2.05
|
2.76
|
3.11
|
6.04*
|
Portfolio turnover rate (%)d
|
5
|
14
|
16
|
22
|
8**
|
a
|
For
the period December 10, 2014 (commencement of operations) through May 31, 2015.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain fees had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
201
|
Financial Highlights
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
5/31/2016a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$29.39
|
$26.24
|
$23.19
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
Net investment income (loss)b
|
0.28
|
0.40
|
0.35
|
0.28
|
Net realized and unrealized gain
(loss)
|
(3.62)
|
3.30c
|
3.04
|
(1.97)
|
Total from investment operations
|
(3.34)
|
3.70
|
3.39
|
(1.69)
|
Less distributions from:
|
|
|
|
|
Net investment income
|
(0.21)
|
(0.55)
|
(0.34)
|
(0.12)
|
Total distributions
|
(0.21)
|
(0.55)
|
(0.34)
|
(0.12)
|
Net Asset Value, end of period
|
$25.84
|
$29.39
|
$26.24
|
$23.19
|
Total Return (%)
|
(11.35)d,e
|
14.21d
|
14.75
|
(6.78)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
30
|
128
|
10
|
19
|
Ratio of expenses before fee
waiver (%)
|
0.10
|
0.21
|
0.40
|
0.40*
|
Ratio of expenses after fee waiver
(%)
|
0.09
|
0.18
|
0.40
|
0.40*
|
Ratio of net investment income
(loss) (%)
|
1.00
|
1.39
|
1.46
|
1.31*
|
Portfolio turnover rate (%)f
|
149
|
78
|
22
|
8**
|
a
|
For
the period June 24, 2015 (commencement of operations) through May 31, 2016.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may
not agree with the change in aggregate gains and losses.
|
d
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
e
|
The
Fund’s total return includes a reimbursement by the Advisor for a realized loss on a trade executed incorrectly, which
otherwise would have reduced total return by 0.22%.
|
f
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
202
|
Financial Highlights
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
|
Period Ended
|
|
5/31/2019a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$25.00
|
Income (loss) from investment operations:
|
|
Net investment income (loss)b
|
0.38
|
Net realized and unrealized gain
(loss)
|
(0.33)c
|
Total from investment operations
|
0.05
|
Less distributions from:
|
|
Net investment income
|
(0.11)
|
Total distributions
|
(0.11)
|
Net Asset Value, end of period
|
$24.94
|
Total Return (%)d
|
0.20**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
2
|
Ratio of expenses before fee
waiver (%)
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
2.53*
|
Portfolio turnover rate (%)e
|
44**
|
a
|
For
the period October 30, 2018 (commencement of operations) through May 31, 2019.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Because of the timing of subscriptions and redemptions in relation to fluctuating markets at value, the amount shown may
not agree with the change in aggregate gains and losses.
|
d
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
e
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
Prospectus October 1, 2019
|
203
|
Financial Highlights
|
Appendix
Index
Providers and Licenses
MSCI,
Inc. (“MSCI”) is a leading provider of global indexes and benchmark related products and services to investors worldwide.
MSCI is not affiliated with the Trust, the Advisor, The Bank of New York Mellon, the Distributor or any of their respective affiliates.
Nasdaq
is responsible for the rules-based methodology of the Nasdaq Indexes. Nasdaq is not affiliated with the Trust, the Advisor, BNYM,
the Distributor or any of their respective affiliates. Nasdaq is responsible for administration and calculation of the Nasdaq
Indexes. Nasdaq is responsible for implementing the methodology for the composition of the Nasdaq Indexes.
The
Advisor has entered into a license agreement with each Index Provider to use each Underlying Index. The Advisor has also entered
into a license agreement with a broker-dealer for the use of certain customized analytical data. All license fees are paid by
the Advisor out of its own resources and not the assets of the fund.
MSCI
Indexes
The
MSCI Indexes are calculated and maintained by MSCI Inc. (“Index Provider” or “MSCI”). MSCI’s Global
Investable Market Indexes (the “MSCI GIMI”) provide exhaustive coverage and non-overlapping market segmentation by
market capitalization size and by style.
The
MSCI GIMI intends to target approximately 99% coverage of the free float-adjusted market capitalization in each market of large-,
mid- and small-cap securities.
■
|
MSCI Global Standard Indexes cover all investable large- and mid-cap securities by including approximately 85% of each market’s
free float-adjusted market capitalization.
|
■
|
MSCI Global Small Cap Indexes provide coverage to all companies with a market capitalization below that of the companies
in the MSCI Global Standard Indexes by including above and beyond the coverage of the MSCI Global Standard Indexes.
|
Under
MSCI’s Global Investable Market Index methodology, the small-cap universe consists of securities of those companies not
included in the large-cap or mid- cap segments of a particular market, which together comprise approximately 85% of each market’s
free float- adjusted market capitalization. The small cap segment covers the 85%-99% range of each market’s free float-
adjusted market capitalization.
Defining
the Equity Universe. MSCI begins with securities listed in countries in the MSCI Global Index
Series. Of these countries, 23 are classified as developed markets and 26 as emerging markets. All listed equity securities and
listed securities that exhibit characteristics of equity securities, except mutual funds, exchange-traded funds, equity derivatives,
limited partnerships and most investment trusts, are eligible for inclusion in the equity universe. Real estate investment trusts
(“REITs”) in some countries and certain income trusts in Canada are also eligible for inclusion. Each company and
its securities (i.e., Share classes) are classified in only one country, which allows for a distinctive sorting of each company
by its respective country.
MSCI
Hedged Indexes
The
MSCI Hedged Indexes are currency hedged versions of the MSCI GIMI Indexes. The MSCI Hedged Indexes are maintained with an objective
of reflecting the evolution of the underlying currency exposures in the MSCI GIMI Indexes on a timely basis. In particular, index
maintenance involves:
■
|
Resetting the weights of the currencies to be sold in the index; and
|
■
|
Rolling the forward contracts over to the next month.
|
The
MSCI Hedged Indexes are rebalanced monthly on the last trading day of the month, when the index will take into account the effect
of rolling into new 1-month forward contracts based on the newly determined weights of currency to be sold for the next month’s
index calculation. The currency weights are determined as of the close of two business days
Prospectus October 1, 2019
|
204
|
Appendix
|
before
the first calendar day of following month and remain constant intra month. This means that no changes in the weights are made
during the month to account for changes in the indexes due to price movement of securities, corporate events, additions, deletions
or any other changes. The daily calculation of MSCI Hedged Indexes marks to market the one-month forward contracts on a daily
basis by using an equal and offsetting forward position.
MSCI
25/50 Indexes
Each
of the MSCI 25/50 Indexes is a sub-index of an MSCI Hedged Index. Each Index is a free float-adjusted market capitalization-weighted
index with a capping methodology applied to issuer weights so that no single issuer of a component exceeds 25% of the Underlying
Index weight, and all issuers with weight above 5% do not exceed 50% of the Underlying Index weight. The MSCI 25/50 Indexes take
into account the investment limits required of RICs, pursuant to Subchapter M of the Code. One requirement of a RIC is that at
the end of each quarter of its tax year no more than 25% of the value of the RIC’s assets may be invested in a single issuer
and the sum of the weights of all issuers representing more than 5% of the fund should not exceed 50% of the fund’s total
assets. The MSCI 25/50 Index methodology aims to minimize index turnover, tracking error and extreme deviation from the parent
index. The indexes are rebalanced quarterly. Changes resulting from each rebalancing are made as of the close of the last business
day of February, May, August and November, coinciding with the quarterly index reviews of their parent indexes.
MSCI
High Dividend Yield Indexes
The
MSCI High Dividend Yield Indexes exclude REITs. REITs have structurally very high dividend yield and, if included, would represent
a very significant proportion of the MSCI High Dividend Yield Index. Also, typically, regulatory constraints restrict the inclusion
of REITs in meaningful proportions in many institutional portfolios.
Each
MSCI High Dividend Yield Index targets companies with high dividend income and quality characteristics and includes companies
that have higher than average dividend yields that are both sustainable and persistent. Index construction starts with a dividend
screening process: only securities with a track record of consistent dividend payments over the previous four years and with the
capacity to sustain dividend payouts into the future are eligible index constituents. A determination by MSCI that an issuer has
the capacity to sustain dividends into the future is no guarantee that such issuer will continue to distribute dividends. Securities
are also screened based on certain “quality” factors such as return on equity, earnings variability, debt to equity,
and on recent 12-month price performance. The goal is to exclude stocks with potentially deteriorating fundamentals that could
be forced to cut or reduce dividends. From the list of eligible companies, only those with higher than average dividend yields
are selected for inclusion in the index. Issuer weights are capped at 5%. Each MSCI High Dividend Yield Index is market cap weighted
and rebalanced semi-annually in May and November.
MSCI
High Dividend Yield Indexes consider the following:
■
|
Securities with zero or negative payout ratios are not considered for inclusion in the MSCI High Dividend Yield Indexes as
they either do not pay dividends or have negative earnings which may put their future dividend payments at risk. Additionally,
securities with an extremely high payout ratio, which occurs when earnings are low relative to dividends and may also indicate
that the dividend payment might not be sustainable in the future, are also not considered for inclusion in the MSCI High
Dividend Yield Indexes. Under this screen, securities with extremely high payout ratios, defined to be the top 5% of securities
by number within the universe of securities with positive payout, are not considered eligible for inclusion in the index.
The use of a relative payout ratio screen ensures that the companies at most relative risk of dividend cuts are excluded
irrespective of the absolute level of the payout.
|
■
|
Securities with a negative five-year dividend per share (“DPS”) growth are also excluded from the MSCI High Dividend
Yield Indexes as their dividend growth is shrinking which could be a precursor to lower dividends. In addition, securities
ranked in the bottom 5% of the universe of securities with negative one-year price performance are excluded from the MSCI
High Dividend Yield Indexes.
|
Securities
that have passed the above two screens are then considered for inclusion in the MSCI High Dividend Yield Indexes. Only securities
with a dividend yield greater than or equal to 1.3 times the dividend yield of the Parent Index are included in the MSCI High
Dividend Yield Indexes. For example, MSCI compares the yield of a European security to the yield of the MSCI Europe Index to determine
if it is eligible for inclusion in the MSCI Europe High Dividend Yield Index. By contrast, MSCI compares the yield of the same
security to the yield of the MSCI World Index to determine if it is eligible for inclusion in the MSCI World High Dividend Yield
Index.
Each
MSCI High Dividend Yield Index is a free float adjusted market capitalization weighted index. The MSCI Hedged Indexes, which are
the Funds’ Underlying Indexes, are currency-hedged versions of the respective MSCI High Dividend Yield Indexes.
NASDAQ
Indexes
Prospectus October 1, 2019
|
205
|
Appendix
|
The
NASDAQ Eurozone Large Mid Cap Index (the “NASDAQ Index”) is calculated and maintained by Nasdaq Global Indexes (“Index
Provider” or “Nasdaq”). The NASDAQ Indexes are float adjusted market capitalization-weighted indexes.
Defining
the Equity Universe. The selection universe for the NASDAQ Indexes is defined by the constituents
of the NASDAQ Global Index (the “Global Index”). The Global Index covers approximately 9,000 large-, mid- and small-
capitalization securities which are weighted according to their free float adjusted market capitalization. The Global Index does
not overlap, meaning that all individual securities can only be assigned to one country, one size segment and one sector.
To
be initially eligible for inclusion in the NASDAQ Global Index, an index security must meet the following criteria:
■
|
The index security must have been traded for at least three months on an index eligible global stock exchange;
|
■
|
Security types generally eligible for inclusion include common stocks, ordinary shares, depositary receipts, shares of beneficial
interest of REITs and preferred shares. Security types generally not included include closed-end funds, convertible debentures,
exchange- traded funds, limited partnership interests, preferred stock, rights, shares of limited liability companies, warrants
and other derivative securities;
|
■
|
Must have a minimum worldwide market capitalization of US $150 million;
|
■
|
Must have a minimum three month average daily trading volume of US $100,000;
|
■
|
Must have a minimum free float percentage of at least 20%. A security with a free float percentage of less than 20% but greater
than 5% will be eligible for inclusion as long as its free float adjusted market capitalization weight within its country
is greater than 5% of the aggregate weight of the country;
|
■
|
The security must have been traded for at least three months on an index eligible stock exchange;
|
■
|
The security must be within a country classified as developed or emerging markets; and
|
■
|
The security may not be issued by an issuer currently in bankruptcy proceedings.
|
The
NASDAQ Developed Markets Index is a subset of the NASDAQ Global Index and is comprised of the indexes of 25 countries designated
as developed markets by the Index Provider. In order to qualify for inclusion in the developed markets segment, a country must
meet the following quantitative criteria:
■
|
Must have a gross national income per capita of US $20,000 or higher for three consecutive years;
|
■
|
Must have a market capitalization of US $30 billion or higher;
|
■
|
Volume, or total annual turnover, must be US $10 billion or higher;
|
■
|
Must have a minimum free float percentage of at least 45%; and
|
■
|
Must have at least 10 index securities that qualify for inclusion in the index.
|
Each
eligible index security is then assigned by Nasdaq to a country which will govern its inclusion into a country, sub-region, region
and segment index based on three categories:
(i)
|
the index security’s country of incorporation;
|
(ii)
|
the index security’s country of domicile; and
|
(iii)
|
the index security’s country of primary exchange listing. Generally, if two or more
of the categories match, the index security will be assigned to that country.
|
At
each semi-annual evaluation in March and September, Nasdaq divides the indices into large cap, mid cap, large mid cap and small
cap segments based on cumulative market capitalization weight. Nasdaq utilizes a top-down approach to assign the index securities
into the respective size indexes. The large mid cap index includes index securities with a market capitalization in the top 90%
of the NASDAQ Global Index market capitalization.
Maintaining
the Equity Universe. The NASDAQ Indexes are evaluated semi-annually in March and September to
allow for continued and correct representation of the changing global equity markets.
JPX-Nikkei
400 Net Total Return Index
In
order to be eligible for inclusion in the JPX-Nikkei 400 Net Total Return Index, equity securities must meet the following criteria:
(1)
|
Must have been listed on the TSE first section (for large companies), the TSE second section (for middle-sized companies),
the TSE “Mothers” section (for high-growth and emerging stocks) or the JASDAQ Stock Exchange (“JASDAQ”)
for at least three years;
|
(2)
|
Generally, must be common stocks (non-common stocks may be included in the eligible constituents if they are regarded as
equivalent to common stocks and their inclusion is deemed particularly necessary by the Index Providers);
|
(3)
|
Must have more assets than liabilities for the last three fiscal years;
|
(4)
|
Must have no operating or overall deficit in the last three fiscal years;
|
Prospectus October 1, 2019
|
206
|
Appendix
|
(5)
|
No notes to the going concern assumption in the company’s financial statements, and must not have a statement that
there is a significant insufficiency or not possible to release appraisal of internal controls in the company’s internal
control report;
|
(6)
|
Are not designated as a security to be de-listed or a security on alert; and
|
(7)
|
In the past year, must not have been subject to
|
(a)
|
public announcement measures1,
(b) request for improvement reports for public inspection, or (c) payment of a penalty for violation of the listing agreement.
|
The
top 1,000 companies that meet the above criteria, ranked by market capitalization, will be selected based on trading volume during
the past three years and current market capitalization as of the base date for selection (typically the last business day of June).
The top 1,000 securities by market capitalization shall be selected in descending order out of the 1,200 securities with the highest
trading value in the three years since the base date (such 1,200 securities being the “Selection Pool”). In cases
where less than 1,000 securities are eligible to be selected per this method, the remaining securities shall be selected by taking
the remaining securities in the Selection Pool that have the highest market capitalization on the base date.
The
1,000 securities selected are then scored according to the ranking of the following three items (i.e., first will be allocated
1,000 points and last will be allocated one point). An overall score is then determined by aggregating those ranking scores with
the following weights:
(1)
|
Three year return on equity: 40%;
|
(2)
|
Three year cumulative operating profit: 40%; and
|
(3)
|
Market capitalization on the selection date: 20%.
|
The
400 highest scoring securities will then be selected as constituents of the Underlying Index and weighted according to free float
(i.e., the amount available for trading) market capitalization. No one Underlying Index component may comprise more than 1.5%
of the Underlying Index as of the base date. The Underlying Index is rebalanced annually in August.
The
Underlying Index is a total return index. A total return index calculates the performance of the index constituents on the basis
that any dividends or distributions are reinvested.
Disclaimers
THE
FUNDS ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS
INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY,
THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE
SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY THE ADVISER. NONE OF THE MSCI
PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR
ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN A FUND PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO
TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND
TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THE FUNDS OR THE ISSUER
OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUER
OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES.
NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES
OF THE FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY OR THE CONSIDERATION INTO WHICH THE FUNDS
ARE REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO THE ISSUER OR OWNERS OF THE FUNDS OR ANY
OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THE FUNDS.
ALTHOUGH
MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS
RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX
OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE ISSUER OF THE FUNDS, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE
Prospectus October 1, 2019
|
207
|
Appendix
|
ANY
LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER,
NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALL
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
NO
PURCHASER, SELLER OR HOLDER OF THIS SECURITY, PRODUCT OR FUND, OR ANY OTHER PERSON OR ENTITY, SHOULD USE OR REFER TO ANY MSCI
TRADE NAME, TRADEMARK OR SERVICE MARK TO SPONSOR, ENDORSE, MARKET OR PROMOTE THIS SECURITY WITHOUT FIRST CONTACTING MSCI TO DETERMINE
WHETHER MSCI’S PERMISSION IS REQUIRED. UNDER NO CIRCUMSTANCES MAY ANY PERSON OR ENTITY CLAIM ANY AFFILIATION WITH MSCI WITHOUT
THE PRIOR WRITTEN PERMISSION OF MSCI.
(This
information applies to Xtrackers Japan JPX-Nikkei 400 Equity ETF only)
The
“JPX-Nikkei Index 400“ is a copyrightable work calculated using a methodology independently developed by Tokyo Stock
Exchange, Inc. (hereinafter referred to as “TSE”) and Nikkei Inc. (hereinafter called “Nikkei”). TSE and
Nikkei jointly own copyrights and any other intellectual property rights subsisting in “JPX-Nikkei Index 400” itself
and the methodology to calculate the “JPX-Nikkei Index 400”. Xtrackers Japan JPX-Nikkei 400 Equity ETF is not in any
way sponsored, endorsed or promoted by TSE and Nikkei. TSE and Nikkei do not make any warranty or representation. TSE and Nikkei
have no obligation to publish the “JPX-Nikkei Index 400” continuously and shall not be liable for any errors, delays
or suspensions of the publication of the “JPX-Nikkei Index 400.”
Shares
of Xtrackers MSCI Emerging Markets Hedged Equity ETF, Xtrackers MSCI EAFE Hedged Equity ETF, Xtrackers MSCI Germany Hedged Equity
ETF, Xtrackers MSCI Japan Hedged Equity ETF, Xtrackers MSCI Europe Hedged Equity ETF, Xtrackers MSCI All World ex US Hedged Equity
ETF, Xtrackers MSCI South Korea Hedged Equity ETF, Xtrackers MSCI All World ex US High Dividend Yield Equity ETF, Xtrackers MSCI
EAFE High Dividend Yield Equity ETF, Xtrackers MSCI Eurozone Hedged Equity ETF, Xtrackers Japan JPX-Nikkei 400 Equity ETF and
Xtrackers MSCI Latin America Pacific Alliance ETF are not sponsored, endorsed or promoted by NYSE Arca. NYSE Arca makes no representation
or warranty, express or implied, to the owners of the shares of the funds or any member of the public regarding the ability of
the funds to track the total return performance of their Underlying Indexes or the ability of the Underlying Indexes to track
stock market performance. NYSE Arca is not responsible for, nor has it participated in, the determination of the compilation or
the calculation of the Underlying Indexes, nor in the determination of the timing of, prices of, or quantities of shares of the
funds to be issued, nor in the determination or calculation of the equation by which the shares are redeemable. NYSE Arca has
no obligation or liability to owners of the shares of the funds in connection with the administration, marketing or trading of
the shares of the funds.
NYSE
Arca does not guarantee the accuracy and/or the completeness of the Underlying Indexes or any data included therein. NYSE Arca
makes no warranty, express or implied, as to results to be obtained by the Trust on behalf of the funds as licensee, licensee’s
customers and counterparties, owners of the shares of the funds, or any other person or entity from the use of the subject index
or any data included therein in connection with the rights licensed as described herein or for any other use. NYSE Arca makes
no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event
shall NYSE Arca have any liability for any direct, indirect, special, punitive, consequential or any other damages (including
lost profits) even if notified of the possibility of such damages.
The
Product(s) are not sponsored, endorsed, sold or promoted by NASDAQ, Inc. (“NASDAQ”) or its affiliates (NASDAQ, with
its affiliates, are referred to as the “Corporations”). The Corporations have not passed on the legality or suitability
of, or the accuracy or adequacy of descriptions and disclosures relating to, the Product(s). The Corporations make no representation
or warranty, express or implied to the owners of the Product(s) or any member of the public regarding the advisability of investing
in securities generally or in the Product(s) particularly, or the ability of each Underlying Index to track general stock market
performance. The Corporations’ only relationship to each fund (“Licensee”) is in the licensing of the Nasdaq®
and certain trade names of the Corporations and the use of each Underlying Index which is determined, composed and
calculated by NASDAQ without regard to Licensee or the Product(s). NASDAQ has no obligation to take the needs of the Licensee
or the owners of the Product(s) into consideration in determining, composing or calculating each Underlying Index. The Corporations
are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Product(s)
to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. The
Corporations have no liability in connection with the administration, marketing or trading of the Product(s).
Prospectus October 1, 2019
|
208
|
Appendix
|
THE
CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED CALCULATION OF EACH UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN.
THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S), OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF EACH UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO EACH UNDERLYING INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS
HAVE ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED
OF THE POSSIBILITY OF SUCH DAMAGES.
Shares
of the funds are not sponsored, endorsed or promoted by Cboe. Cboe makes no representation or warranty, express or implied, to
the owners of the shares of the funds or any member of the public regarding the ability of the funds to track the total return
performance of their Underlying Indexes or the ability of the Underlying Indexes to track stock market performance.
Cboe
is not responsible for, nor has it participated in, the determination of the compilation or the calculation of the Underlying
Indexes, nor in the determination of the timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination
or calculation of the equation by which the shares are redeemable. Cboe has no obligation or liability to owners of the shares
of the funds in connection with the administration, marketing or trading of the shares of the funds.
Cboe
does not guarantee the accuracy and/or the completeness of the Underlying Indexes or any data included therein. Cboe makes no
warranty, express or implied, as to results to be obtained by the Trust on behalf of the funds as licensee, licensee’s customers
and counterparties, owners of the shares of the funds, or any other person or entity from the use of the subject index or any
data included therein in connection with the rights licensed as described herein or for any other use. Cboe makes no express or
implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular purpose with respect
to the Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event shall Cboe have any
liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified
of the possibility of such damages.
The
Advisor does not guarantee the accuracy or the completeness of the Underlying Indexes or any data included therein and the Advisor
shall have no liability for any errors, omissions or interruptions therein.
The
Advisor makes no warranty, express or implied, to the owners of shares of the funds or to any other person or entity, as to results
to be obtained by the funds from the use of the Underlying Indexes or any data included therein. The Advisor makes no express
or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with
respect to the Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event shall the Advisor
have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits), even if notified
of the possibility of such damages.
Prospectus October 1, 2019
|
209
|
Appendix
|
FOR
MORE INFORMATION:
1-855-329-3837
(1-855-DBX-ETFS)
Copies
of the prospectus, SAI and recent shareholder reports, when available, can be found on our website at www.Xtrackers.com. For more
information about a fund, you may request a copy of the SAI. The SAI provides detailed information about a fund and is incorporated
by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.
If
you have any questions about the Trust or shares of a fund or you wish to obtain the SAI or shareholder report free of charge,
please:
Call:
|
1-855-329-3837 or 1-855-DBX-ETFS
(toll free) Monday through Friday
8:30 a.m. to 6:30 p.m. (Eastern time)
E-mail: dbxquestions@list.db.com
|
Write:
|
DBX ETF Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
|
Information
about a fund (including the SAI), reports and other information about a fund are available on the EDGAR Database on the SEC’s
website at www.sec.gov, and
copies
of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Householding
is an option available to certain fund investors. Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even
if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in
householding and wish to change your householding status.
No
person is authorized to give any information or to make any representations about a fund and their shares not contained in this
prospectus and you should not rely on any other information. Read and keep the prospectus for future reference.
Investment Company Act File No.:
811-22487
Prospectus
October
1, 2019
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: HYIH
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: IGIH
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: EMIH
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
NYSE Arca, Inc.: RVNU
|
The Securities and Exchange
Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
Your
investment in a fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Ticker: HYIH
|
Stock Exchange: Cboe BZX Exchange, Inc.
|
Investment
Objective
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD High Yield Corporate Bond – Interest Rate Hedged Index
(the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.35
|
Other Expenses
|
None
|
Acquired funds fees and expenses1
|
0.15
|
Total annual fund operating expenses
|
0.50
|
Fee waiver/expense reimbursement
|
0.15
|
Total annual fund operating expenses
after fee waiver
|
0.35
|
1
“Acquired Fund Fees and Expenses” reflect estimated amounts
for the fund’s current fiscal year of the fund’s pro rata share of the fees and expenses incurred by investing in
one or more exchange traded funds (“ETFs”) advised by DBX Advisors LLC (each, an “Underlying Fund,” and
collectively, the “Underlying Funds”). The impact of Acquired Fund Fees and Expenses is included in the total returns
of the fund. Acquired Fund Fees and Expenses are not used to calculate the fund’s net asset value (“NAV”) per
share.
The
Advisor has contractually agreed through September 30, 2020 to waive fees and/or reimburse the fund’s expenses to limit
the fund’s current operating expenses (except for interest expense, taxes, brokerage expenses, distribution fees or expenses,
litigation expenses and other extraordinary expenses) by an amount equal to the Acquired Fund Fees and Expenses attributable to
the fund’s investments in the Underlying Funds. This agreement may only be terminated by the fund’s Board (and may
not be terminated by the Advisor) prior to that time.
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$36
|
$145
|
$265
|
$614
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 19% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
high yield corporate bonds and (b) short positions in US Treasury notes or bonds (“Treasury Securities”) of, in aggregate,
approximate equivalent duration to the high yield bonds. Duration is a measure
Prospectus October 1, 2019
|
1
|
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
|
that
estimates the sensitivity of a bond’s price relative to interest rate changes. Duration is often expressed as a period of
time, and considers the timing and pattern of interest and principal payments.
Generally, a lower duration
indicates a lower sensitivity to changes in interest rates, and a higher duration indicates a higher sensitivity to changes in interest rates.
By taking these short positions,
the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest rates (“interest rates”) on the performance of high yield bonds (conversely limiting the potential positive
impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of high yield bonds, such as credit risk, which may have a greater impact than rising or falling
interest rates.
The
long high-yield bond positions included in the Underlying Index are designed to represent a more liquid selection of bonds than
the universe of high-yield bonds in the United States not included in the Underlying Index.
Currently,
the bonds eligible for inclusion in the Underlying Index include US dollar-denominated high yield corporate bonds that: (i) are
issued by companies domiciled in countries classified as developed markets by the index provider; (ii) rated as sub-investment-grade
by at least one of these three rating agencies: Moody’s Investors Services (“Moody’s”), Standard &
Poor’s Ratings Services, and Fitch, Inc. when available; (iii) are from issuers with at least $1 billion outstanding face
value; (iv) have at least $400 million of outstanding face value; (v) have an original maturity date at most 15 years; and (vi)
have at least one year to maturity. The Underlying Index is reconstituted and rebalanced (including a reset of the interest rate
hedge) on a monthly basis. Currently, the fund achieves its investment objective by investing a substantial portion of its assets
in one or more exchange traded funds (“ETFs”) advised by DBX Advisors LLC (each, an “Underlying Fund”
and collectively, the “Underlying Funds”).
The
Advisor expects to obtain exposure to the high yield bond positions of the Underlying Index indirectly by investing in one or
more Underlying Funds, which are advised by the Advisor, that invest in high yield bond positions directly. Currently, the Advisor
expects to invest the fund’s assets in the following Underlying Funds:
■
|
the Xtrackers High Beta High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market High Beta Index;
|
■
|
the Xtrackers Low Beta High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market Low Beta Index;
|
■
|
the Xtrackers Short Duration High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market 0-5 Year Index; and
|
■
|
the Xtrackers USD High Yield Corporate Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market Index.
|
As
of July 31, 2019, a significant percentage of each of the Solactive USD High Yield Corporates Total Market Index, Solactive USD
High Yield Corporates Total Market High Beta Index, Solactive USD High Yield Corporates Total Market Low Beta Index and Solactive
USD High Yield Corporates Total Market 0-5 Year Index was comprised of securities of issuers from the United States (84.6%, 79.4%,
90.6% and 83.6%, respectively).
As
of July 31, 2019, the Underlying Index was comprised of 1,038 bonds issued by 407 different issuers.
Relative
to a long-only investment in the same high-yield bonds, the Underlying Index, and thus the fund, should outperform in a rising
interest rate environment and underperform in a falling or static interest rate environment. Performance of the Underlying Index,
and thus the fund, could be particularly poor in risk-averse, flight-to-quality environments when it is common for high yield
bonds to decline in value and for interest rates to fall. In addition, the performance of the Underlying Index, and by extension
the fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit risk in the high
yield bond positions. These factors may be as or more important to the performance of the Underlying Index, and thus the fund,
than the impact of interest rates. As such, there is no guarantee that the Underlying Index, and accordingly, the fund, will have
positive performance even in environments of sharply rising interest rates. The Underlying Index, and thus the fund, may be more
volatile than a long-only position in the same high yield bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including ETFs), interest rates or indexes. The fund primarily invests in derivatives
as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally include futures contracts,
which are standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified
quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement. The fund will use futures
contracts to obtain short exposure to Treasury Securities.
Each
Underlying Fund uses a representative sampling indexing strategy in seeking to track its respective underlying index, meaning
each Underlying Fund generally will invest in a sample of securities in its underlying index
Prospectus October 1, 2019
|
2
|
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
|
whose
risk, return and other characteristics resemble the risk, return and other characteristics of the underlying index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in high yield
corporate bonds (including through indirect investments in the Underlying Funds and any other ETF the Advisor may deem appropriate
for achieving the fund’s investment objective). In addition, the fund will invest at least 80% of its total assets, but
typically far more, in instruments that comprise the Underlying Index by indirect investments through the Underlying Funds.
The
fund will, indirectly through its investment in the Underlying Funds, concentrate its investments (i.e., hold 25% or more of its
total assets) in a particular industry or group of industries to the extent that its Underlying Index is concentrated. As of July
31, 2019, a significant percentage of the Underlying Index was comprised of issuers in the financial services (26.1%) sector.
The financial services sector includes companies involved in banking, consumer finance, asset management and custody banks, as
well as investment banking and brokerage and insurance. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors may change over time
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Because
the fund invests in one or more Underlying Funds, the risks listed here include those of the Underlying Funds as well as those
of the fund itself. Therefore, in these risk descriptions the term “the fund” may refer to the fund itself, one or
more Underlying Funds, or both.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from,
among
other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity
(i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that principal
and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market conditions
may hamper the fund’s ability to sell the debt securities in which it invests or to find and purchase debt instruments included
in the Underlying Index.
Fixed income markets risk. The values of many types of debt securities have been reduced over a period of many years since the credit crisis started due to problems relating to subprime mortgages. These market
problems have also affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have been less willing to make a market in some types of debt instruments,
which has impacted the liquidity of those instruments. These developments also have had a negative effect on the broader economy.
High
yield securities risk. Securities that are rated below investment-grade (commonly referred to
as “junk bonds,” including those bonds rated lower than “BBB-” by Standard & Poor’s Ratings
Services and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or are unrated, may be deemed speculative
and may be more volatile than higher rated securities of similar maturity with respect to the issuer’s continuing ability
to meet principal and interest payments. High-yield debt securities’ total return and yield may generally be expected to
fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic downturn or an
increase in market interest rates could cause a decline in the value of high-yield debt securities; result in increased redemptions
and/or result in increased portfolio turnover, which could result in a decline in the NAV of the fund; reduce liquidity for certain
investments; and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to sell and value
accurately than investment-grade debt securities because there might not be any established secondary market. Investments in high-yield
debt securities could increase liquidity risk for the fund. In addition, the market for high-yield debt securities could experience
sudden and sharp volatility, which is generally associated more with investments in stocks.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind
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Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
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basis,
if the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the
current period of historically low rates.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an
adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Because the issuers of junk bonds may be in uncertain financial health, the
prices of their debt securities could be more vulnerable to bad economic news, or even the expectation of bad news, than investment-grade
debt securities. Credit ratings may not be an accurate assessment of credit risk. The hedging methodology of the Underlying Index
does not seek to mitigate credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to mitigate credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising or falling
interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long bond
positions. While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes in the shape
of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop
intra-month. The fund could lose money if either or both of the fund’s long and short positions produce negative returns.
When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have
a
limited market, including due to regulatory action, the fund may be unable to meet its investment objective due to a lack of available
securities or counterparties. During such periods, the fund’s ability to issue additional Creation Units may be adversely
affected.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the fund to the effects
of leverage, which could increase the fund’s exposure to the market and magnify potential losses. There is no guarantee
that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses
to the fund. The use of derivatives by the fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect
of favorable price movements.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. A decision as to whether, when and how to use futures involves the exercise of skill and judgment
and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition
to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return and
the potential loss from futures can exceed the fund’s initial investment in such contracts.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also
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be
subject to foreign withholding taxes. Foreign brokerage commissions and other fees are generally higher than those for US investments,
and the transactions and custody of foreign assets may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
Restricted
securities/Rule 144A securities risk. The fund may invest a significant portion of its assets
in securities offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), which are
restricted securities. They may be less liquid and more difficult to value than other investments because such securities may
not
be readily marketable in broad public markets. The fund may not be able to sell a restricted security promptly or at a reasonable
price. Although there is a substantial institutional market for Rule 144A securities, it is not possible to predict exactly how
the market for Rule 144A securities will develop. A restricted security that was liquid at the time of purchase may subsequently
become illiquid and its value may decline as a result. Restricted securities that are deemed illiquid will count towards the fund’s
15% limitation on illiquid securities. In addition, transaction costs may be higher for restricted securities than for more liquid
securities. The fund may have to bear the expense of registering Rule 144A securities for resale and the risk of substantial delays
in effecting the registration.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Issuer-specific
risk. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
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an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result,
the
trading prices of shares may deviate significantly from the NAV during periods of market volatility. The Advisor cannot predict
whether shares will trade above, below or at their NAV. Given the fact that shares can be created and redeemed in Creation Units
(defined below), the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained in the long-term.
If market makers exit the business or are unable to continue making markets in Fund shares, shares may trade at a discount to
NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the
secondary market). Further, while the creation/redemption feature is designed to make it likely that shares normally will trade
close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers,
APs or market participants, or during periods of significant market volatility, may result in market prices that differ significantly
from the value of the fund’s holdings. Although market makers will generally take advantage of differences between the NAV
and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so. In addition,
the securities held by the fund may be traded in markets that close at a different time than the exchange on which the fund’s
shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when
the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium
or discount to the shares’ NAV is likely to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask
spread of other ETFs, given the liquidity of the fund’s assets and the Underlying Index’s (and thus the fund’s)
hedging strategy. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade
settlement periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are measured
based upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment
results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations
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where
APs have limited or diminished access to capital required to post collateral) and no other AP is able to step forward to create
and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market).
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
5.43%
|
September 30, 2016
|
Worst Quarter
|
-6.13%
|
December 31, 2018
|
Year-to-Date
|
6.94%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
3/3/2015
|
-1.22
|
1.77
|
After tax on distributions
|
3/3/2015
|
-4.03
|
-0.81
|
After tax on distributions and sale of fund shares
|
3/3/2015
|
-0.67
|
0.21
|
Solactive USD High Yield Corporate Bond –
Interest Rate Hedged Index (reflects no deductions for fees,
expenses or taxes)
|
|
-3.03
|
1.79
|
Solactive High Yield Corporate Bond Index (Long
only component) (reflects no deductions for fees, expenses or
taxes)
|
|
-1.73
|
3.01
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
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Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
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Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Ticker: IGIH
|
Stock Exchange: Cboe BZX Exchange, Inc.
|
Investment
Objective
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD Investment Grade Bond – Interest Rate Hedged Index (the
“Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.25
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.25
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$26
|
$80
|
$141
|
$318
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 25% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
investment-grade corporate bonds and (b) short positions in US Treasury notes or bonds (“Treasury Securities”) of,
in aggregate, approximate equivalent duration to the investment-grade corporate bonds. Duration is a measure that estimates the
sensitivity of a bond’s price relative to interest rate changes. Duration is often expressed as a period of time, and considers
the timing and pattern of interest and principal payments. Generally, a lower duration indicates a lower sensitivity to changes
in interest rates, and a higher duration indicates a higher sensitivity to changes in interest rates.
By taking these short positions,
the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest rates (“interest rates”) on the performance of investment grade bonds (conversely limiting the potential
positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of investment grade bonds, such as credit risk, which may have a greater impact than
rising or falling interest rates.
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Xtrackers Investment Grade Bond – Interest Rate Hedged ETF
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Currently,
the bonds eligible for inclusion in the Underlying Index include US dollar-denominated corporate bonds that: (i) are issued by
companies domiciled in countries classified as developed markets by the index provider; (ii) rated as investment-grade by at least
one of these two rating agencies: Moody’s Investors Services (“Moody’s”) and Standard & Poor’s
Ratings Services; (iii) are from issuers with at least $2 billion outstanding face value; (iv) have at least $750 million of outstanding
face value; and (v) have at least three years to maturity if already part of the Underlying Index or three and a half years to
maturity upon entering the Underlying Index. The Underlying Index is reconstituted and rebalanced (including a reset of the interest
rate hedge) on a monthly basis.
As
of July 31, 2019, the Underlying Index was comprised of 1,765 bonds issued by 330 different issuers. As of July 31, 2019, a significant
percentage of the Underlying Index was comprised of securities of issuers from the United States (82.5%)
Relative
to a long-only investment in the same investment grade bonds, the Underlying Index, and thus the fund, should outperform in a
rising interest rate environment and underperform in a falling or static interest rate environment. In addition, the performance
of the Underlying Index, and by extension the fund, depends on many factors beyond rising or falling interest rates, such as the
perceived level of credit risk in the investment grade bond positions. These factors may be as or more important to the performance
of the Underlying Index, and thus the fund, than the impact of interest rates. As such, there is no guarantee that the Underlying
Index, and accordingly, the fund, will have positive performance even in environments of sharply rising interest rates. The Underlying
Index, and thus the fund, may be more volatile than a long-only position in the same investment grade bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including exchange-traded funds (“ETFs”)), interest rates or indexes. The
fund primarily invests in derivatives as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally
include futures contracts, which are standardized contracts traded on, or subject to the rules of, an exchange that call for the
future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement.
The fund will use futures contracts to obtain short exposure to Treasury Securities.
The
fund uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will invest
in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other characteristics
of the Underlying Index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investment
grade corporate bonds. In addition, the fund will invest at least 80% of its total assets, but typically far more, in instruments
that comprise the Underlying Index.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (34.4%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market
conditions may hamper the fund’s ability to sell the debt securities in which it invests or to find and purchase debt instruments
included in the Underlying Index.
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Fixed
income markets risk. The values of many types of debt securities have been reduced over a period
of many years since the credit crisis started due to problems relating to subprime mortgages. These market problems have also
affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have
been less willing to make a market in some types of debt instruments, which has impacted the liquidity of those instruments. These
developments also have had a negative effect on the broader economy.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an
adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Because the issuers of lower rated investment grade bonds may be in uncertain
financial health, the prices of their debt securities could be more vulnerable to bad economic news, or even the expectation of
bad news, than higher rated investment-grade debt securities. Credit ratings may not be an accurate assessment of credit risk.
The hedging methodology of the Underlying Index does not seek to mitigate credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to mitigate credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising or falling
interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long bond
positions. While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes in the shape
of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop
intra-month. The fund could lose money if either or both of the fund’s long and short positions produce negative returns.
When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have a limited market, including due to regulatory
action, the fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During
such periods, the fund’s ability to issue additional Creation Units may be adversely affected.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the fund to the effects
of leverage, which could increase the fund’s exposure to the market and magnify potential losses. There is no guarantee
that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses
to the fund. The use of derivatives by the fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect
of favorable price movements.
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Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. A decision as to whether, when and how to use futures involves the exercise of skill and judgment
and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition
to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return and
the potential loss from futures can exceed the fund’s initial investment in such contracts.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain
situations,
it may become virtually impossible to sell an investment at a price that approaches portfolio management’s estimate of its
value. For the same reason, it may at times be difficult to value the fund’s foreign investments.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Issuer-specific
risk. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated
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with
buying and selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying
Index) while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage
costs, will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in Fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face
delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask spread of other ETFs, given the liquidity of
the fund’s assets and the Underlying Index’s (and thus the fund’s) hedging strategy. Further, secondary markets
may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a
material decline in the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund.
Investors purchasing and selling shares in the secondary market may not experience investment results consistent with those experienced
by those APs creating and redeeming shares directly with the fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
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Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
2.77%
|
September 30, 2018
|
Worst Quarter
|
-3.53%
|
December 31, 2018
|
Year-to-Date
|
6.15%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
3/3/2015
|
-2.71
|
1.08
|
After tax on distributions
|
3/3/2015
|
-4.63
|
-0.49
|
After tax on distributions and sale of fund shares
|
3/3/2015
|
-1.34
|
0.17
|
Solactive USD Investment Grade Bond – Interest
Rate Hedged Index (reflects no deductions for fees, expenses
or taxes)
|
|
-4.07
|
0.60
|
Solactive Investment Grade Bond Index (Long only
component) (reflects no deductions for fees, expenses or taxes)
|
|
-3.65
|
1.90
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000
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shares
or multiples thereof (“Creation Units”) to APs who have entered into agreements with ALPS Distributors, Inc., the
fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Ticker: EMIH
|
Stock Exchange: Cboe BZX Exchange, Inc.
|
Investment
Objective
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD Emerging Markets Bond – Interest Rate Hedged Index (the
“Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.45
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.45
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$46
|
$144
|
$252
|
$567
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 31% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
government debt issued by emerging market countries, and (b) short positions in US Treasury notes or bonds of, in aggregate, approximate
equivalent duration to the emerging markets sovereign debt. Duration is a measure that estimates the sensitivity of a bond’s
or note’s price relative to interest rate changes. Duration is often expressed as a period of time, and considers the timing
and pattern of interest and principal payments. Generally, a lower duration indicates a lower sensitivity to changes in interest
rates, and a higher duration indicates a higher sensitivity to changes in interest rates.
By taking these short positions,
the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest rates (“interest rates”) on the performance of emerging markets sovereign bonds (conversely limiting the
potential positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of emerging markets sovereign debt, such as credit risk, which may have a
greater impact than rising or falling interest rates.
The
Underlying Index consists of bonds issued by emerging markets sovereign and quasi-sovereign entities that (i) are denominated
in US dollars, (ii) have more than
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two
years to maturity if already part of the Underlying Index or two and half years to maturity upon entering the Underlying Index,
and (iii) have an outstanding float of at least $1 billion. The eligible countries are Brazil, Chile, China, Colombia, Croatia,
Ecuador, Egypt, El Salvador, Hungary, Indonesia, Kazakhstan, Latvia, Lebanon, Lithuania, Malaysia, Mexico, Panama, Peru, Philippines,
Poland, Qatar, Romania, Russia, South Africa, Sri Lanka, Turkey, Ukraine, the United Arab Emirates, Uruguay and Venezuela; however,
this universe of countries may change in accordance with the index provider’s determination of eligible emerging market
countries and there is no assurance that a particular country will be represented in the Underlying Index at any given time. The
bonds included in the Underlying Index may be rated below investment grade (commonly referred to as “junk bonds,”
including those bonds rated lower than “BBB-” by Standard & Poor’s Ratings Services and Fitch, Inc. or “Baa3”
by Moody’s Investors Services, Inc.). The Underlying Index is reconstituted and rebalanced (including a reset of the interest
rate hedge) on a quarterly basis.
As
of July 31, 2019, the Underlying Index was comprised of 229 bonds issued by 29 different issuers.
Relative
to a long-only investment in the same emerging markets sovereign bonds, the Underlying Index, and thus the fund, should outperform
in a rising interest rate environment and underperform in a falling or static interest rate environment. Performance of the Underlying
Index, and thus the fund, could be particularly poor in risk-averse, flight-to-quality environments when it is common for emerging
markets sovereign bonds to decline in value and for interest rates to fall. In addition, the performance of the Underlying Index,
and by extension the fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit
risk in the emerging markets sovereign bond positions. These factors may be as or more important to the performance of the Underlying
Index, and thus the fund, than the impact of interest rates. As such, there is no guarantee that the Underlying Index, and accordingly,
the fund, will have positive performance even in environments of sharply rising interest rates. The Underlying Index, and thus
the fund, may be more volatile than a long-only position in the same emerging markets sovereign bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including exchange-traded funds (“ETFs”)), interest rates or indexes. The
fund primarily invests in derivatives as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally
include futures contracts, which are standardized contracts traded on, or subject to the rules of, an exchange that call for the
future delivery of a specified quantity and type of asset at a specified time
and
place or, alternatively, may call for cash settlement. The fund will use futures contracts to obtain short exposure to Treasury
Securities.
The
fund uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will invest
in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other characteristics
of the Underlying Index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes in US dollar-denominated
sovereign bonds issued by emerging market countries. In addition, the fund will invest at least 80% of its total assets, but typically
far more, in instruments that comprise the Underlying Index.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors or countries may change over time.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market
conditions may
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hamper
the fund’s ability to sell the debt securities in which it invests or to find and purchase debt instruments included in
the Underlying Index.
Fixed income markets risk. The values of many types of debt securities have been reduced over a period of many years since the credit crisis started due to problems relating to subprime mortgages. These market
problems have also affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have been less willing to make a market in some types of debt instruments,
which has impacted the liquidity of those instruments. These developments also have had a negative effect on the broader economy.
Sovereign debt risk. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the
extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward
international lenders, and the political constraints to which a sovereign debtor may be subject.
With respect to sovereign debt of
emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have
declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis and that has led to
defaults and the restructuring of certain indebtedness to the detriment of debt holders. Sovereign debt risk is increased for emerging market issuers.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and
costly.
Relatively small transactions can sometimes materially affect the price and availability of securities. In certain situations,
it may become virtually impossible to sell an investment at a price that approaches portfolio management’s estimate of its
value. For the same reason, it may at times be difficult to value the fund’s foreign investments.
Emerging market securities risk.
The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in more mature economies, and emerging markets generally
have less diverse and less mature economic structures and less stable political systems than those of developed countries. The securities of issuers located or doing substantial business in emerging markets are often
subject to rapid and large changes in price.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an
adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Because the issuers of junk bonds may be in uncertain financial health, the
prices of their debt securities could be more vulnerable to bad economic news, or even the expectation of bad news, than investment-grade
debt securities. Credit ratings may not be an accurate assessment of credit risk. The hedging methodology of the Underlying Index
does not seek to mitigate credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to mitigate credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising
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Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
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or
falling interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the
long bond positions. While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes
in the shape of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate
risk can develop intra-month. The fund could lose money if either or both of the fund’s long and short positions produce
negative returns.
When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have a limited market, including due to regulatory
action, the fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During
such periods, the fund’s ability to issue additional Creation Units may be adversely affected.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation;
and
the risk that the derivative transaction could expose the fund to the effects of leverage, which could increase the fund’s
exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have
the intended effect, and their use could cause lower returns or even losses to the fund. The use of derivatives by the fund to
hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. A decision as to whether, when and how to use futures involves the exercise of skill and judgment
and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In addition
to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total return and
the potential loss from futures can exceed the fund’s initial investment in such contracts.
High
yield securities risk. Securities that are rated below investment-grade (commonly referred to
as “junk bonds,” including those bonds rated lower than “BBB-” by Standard & Poor’s Ratings
Services and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.), or are unrated, may be deemed speculative
and may be more volatile than higher rated securities of similar maturity with respect to the issuer’s continuing ability
to meet principal and interest payments. High-yield debt securities’ total return and yield may generally be expected to
fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic downturn or an
increase in market interest rates could cause a decline in the value of high-yield debt securities; result in increased redemptions
and/or result in increased portfolio turnover, which could result in a decline in the NAV of the fund; reduce liquidity for certain
investments; and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to sell and value
accurately than investment-grade debt securities because there might not be any established secondary market. Investments in high-yield
debt securities could increase liquidity risk for the fund. In addition, the market for high-yield debt securities could experience
sudden and sharp volatility, which is generally associated more with investments in stocks.
Restricted
securities/Rule 144A securities risk. The fund may invest a significant portion of its assets
in securities offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), which are
restricted securities. They may be less liquid and more difficult to value than other investments because such securities may
not be readily marketable in broad public markets. The fund may not be able to sell a restricted security promptly or at a reasonable
price. Although there is a substantial institutional market for Rule 144A securities, it is not possible to predict exactly how
the market for Rule 144A
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securities
will develop. A restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may
decline as a result. Restricted securities that are deemed illiquid will count towards the fund’s 15% limitation on illiquid
securities. In addition, transaction costs may be higher for restricted securities than for more liquid securities. The fund may
have to bear the expense of registering Rule 144A securities for resale and the risk of substantial delays in effecting the registration.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Issuer-specific
risk. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result,
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Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
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the
trading prices of shares may deviate significantly from the NAV during periods of market volatility. The Advisor cannot predict
whether shares will trade above, below or at their NAV. Given the fact that shares can be created and redeemed in Creation Units
(defined below), the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained in the long-term.
If market makers exit the business or are unable to continue making markets in Fund shares, shares may trade at a discount to
NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the
secondary market). Further, while the creation/redemption feature is designed to make it likely that shares normally will trade
close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers,
APs or market participants, or during periods of significant market volatility, may result in market prices that differ significantly
from the value of the fund’s holdings. Although market makers will generally take advantage of differences between the NAV
and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so. In addition,
the securities held by the fund may be traded in markets that close at a different time than the exchange on which the fund’s
shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when
the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium
or discount to the shares’ NAV is likely to widen. The bid-ask spread of the fund may be wider in comparison to the bid-ask
spread of other ETFs, given the liquidity of the fund’s assets and the Underlying Index’s (and thus the fund’s)
hedging strategy. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade
settlement periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are measured
based upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment
results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
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Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
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CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
4.33%
|
September 30, 2016
|
Worst Quarter
|
-3.17%
|
December 31, 2018
|
Year-to-Date
|
6.83%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
3/3/2015
|
-2.38
|
3.47
|
After tax on distributions
|
3/3/2015
|
-5.27
|
0.99
|
After tax on distributions and sale of fund shares
|
3/3/2015
|
-0.97
|
1.62
|
Solactive USD Emerging Markets Bond – Interest
Rate Hedged Index (reflects no deductions for fees, expenses
or taxes)
|
|
-3.51
|
2.83
|
Solactive Emerging Markets Bond Index (Long only
component) (reflects no deductions for fees, expenses or taxes)
|
|
-2.91
|
4.03
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
Prospectus October 1, 2019
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Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
|
Xtrackers Municipal
Infrastructure Revenue Bond ETF
Ticker: RVNU
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers Municipal Infrastructure Revenue Bond ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive Municipal Infrastructure Revenue Bond Index (the “Underlying
Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee1
|
0.15
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.15
|
1
Effective February 12, 2019, the fund’s management fee was reduced
from 0.30% to 0.15% of the fund’s average daily net assets.
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$15
|
$48
|
$85
|
$192
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 25% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the US long-term
tax exempt bond market, consisting of infrastructure revenue bonds. The fund uses a representative sampling indexing strategy
in seeking to track the Underlying Index, meaning that it will generally invest in a sample of securities in the index whose risk,
return and other characteristics resemble the risk, return and other characteristics of the Underlying Index as a whole. The fund
will invest at least 80% of its total assets (but typically far more) in instruments that comprise the Underlying Index.
The Underlying Index is comprised
of tax-exempt municipal securities issued by states, cities, counties, districts, their respective agencies, and other tax-exempt issuers. The Underlying Index is intended to track bonds that have been issued with the
intention of funding federal, state and local infrastructure projects, such as water and sewer systems, public sewer systems, toll roads, bridges, tunnels and many other public use projects.
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As
of July 31, 2019, the Underlying Index consisted of 927 securities with an average amount outstanding of approximately $310 million
and a minimum amount outstanding of approximately $40 million. The Underlying Index is a total return index, which assumes that
any cash distributions are reinvested back into the Underlying Index.
The Underlying Index is designed to
only hold those bonds issued by state and local municipalities where the interest and principal repayments are generated from dedicated revenue streams or double-barreled entities (whose bonds are backed by both a
dedicated revenue stream and a general obligation pledge).
The Underlying Index may include
private activity bonds, industrial development bonds, special tax bonds and transportation bonds.
Private activity bonds are issued
by municipalities and other public authorities to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does
not pledge its full faith, credit and taxing power for repayment.
Industrial
development bonds are a specific type of revenue bond backed by the credit and security of a private user and therefore have more
potential risk. The interest from industrial development bonds, when distributed by the fund as “exempt-interest dividends”
to shareholders, may be subject to the alternative minimum tax (“AMT”).
Special tax bonds are payable for
and secured by the revenues derived by a municipality from a particular tax (e.g., tax on the rental of a hotel room, on the purchase of food and beverages, on the rental of automobiles or on the consumption of
liquor). Special tax bonds are not secured by the general tax revenues of the municipality, and they do not represent general obligations of the municipality.
Transportation bonds are
obligations of issuers that own and operate public transit systems, ports, highways, turnpikes, bridges and other transportation systems.
In order to be eligible for
inclusion in the Underlying Index, the municipal securities must be offered publicly; meet a minimum amount outstanding and deal amount; are investment-grade; have a fixed-rate coupon payment; and are not
prefunded/escrowed to maturity. Municipal bonds which are subject to the AMT and state and local taxes are eligible for inclusion in the Underlying Index. The Underlying Index does not attempt to achieve a particular
duration (which is a measure of a bond’s sensitivity to interest rates), but the Underlying Index limits eligibility for inclusion to municipal securities which have a stated final maturity of 10 years or longer
and are not callable for at least the next 5 years. The Underlying Index is reconstituted and rebalanced on a monthly basis.
Under
normal circumstances, the fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes,
in securities issued by municipalities across the United States and its territories which are classified as “municipal infrastructure
revenue” bonds based on the Underlying Index’s criteria summarized above, whose income is free from regular federal
income tax. Because municipal securities that pay interest subject to the AMT may be included in the Underlying Index without
limit, the fund may invest an unlimited amount of its net assets in municipal securities whose income is subject to the AMT. In
addition, the fund will invest at least 80% of its total assets (but typically far more) in instruments that comprise the Underlying
Index.
As
of July 31, 2019, the Underlying Index was wholly comprised of securities of issuers in the United States (and as of the fund’s
fiscal year end, a significant percentage of the Underlying Index was comprised of municipal securities of issuers in New York
(21.6%) and California (18.1%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors may change over time.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Municipal securities risk. Municipal securities are subject to the risk that litigation, legislation or other political events, local business or economic conditions or the bankruptcy of the issuer could have a
significant effect on an issuer’s ability to make payments of principal and/or interest. Certain municipalities may have difficulty meeting their obligations due to, among other reasons, changes in underlying
demographics. Municipal securities can be significantly affected by political changes as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security
holders. Because many municipal securities are issued to finance similar projects, especially those relating to education, health care, transportation, utilities and water and sewer, conditions in those sectors can
affect the overall municipal market. In addition, changes in the financial condition of an individual municipal issuer can affect the
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Xtrackers Municipal Infrastructure Revenue Bond ETF
|
overall municipal market. Municipal securities may
include revenue bonds, which are generally backed by revenue from a specific project or tax. The issuer of a revenue bond makes interest and principal payments from revenues generated from a particular source or
facility, such as a tax on particular property or revenues generated from a municipal water or sewer utility or an airport.
Revenue bonds generally are not
backed by the full faith and credit and general taxing power of the issuer. The market for municipal bonds may be less liquid than for taxable bonds. The value and liquidity of many municipal securities have decreased
as a result of the most recent financial crisis, which has also adversely affected many municipal securities issuers and may continue to do so. There may be less information available on the financial condition of
issuers of municipal securities than for public corporations.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled. There is a risk that a lack of liquidity or other adverse credit market
conditions may hamper the fund’s ability to sell the debt securities in which it invests or to find and purchase debt instruments
included in the Underlying Index.
Fixed income markets risk. The values of many types of debt securities have been reduced over a period of many years since the credit crisis started due to problems relating to subprime mortgages. These market
problems have also affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have been less willing to make a market in some types of debt instruments,
which has impacted the liquidity of those instruments. These developments also have had a negative effect on the broader economy.
Private
activity bonds risk. The issuers of private activity bonds in which the fund may invest may be
negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project
itself. The fund’s private activity bond holdings also may pay interest subject to the AMT. See “Dividends and Distributions”
for more details.
Industrial development bond risk.
These revenue bonds are issued by or on behalf of public authorities to obtain funds to finance various public and/or privately operated facilities, including those for business and
manufacturing, housing, sports, pollution control, airport, mass transit, port and parking facilities. These bonds are normally secured only by the revenues from the project and not by
state or local government tax payments.
Consequently, the credit quality of these securities is dependent upon the ability of the user of the facilities financed by the bonds and any guarantor to meet its financial obligations. Payment of interest on and
repayment of principal on such bonds are the responsibility of the user and/or any guarantor. These bonds are subject to a wide variety of risks, many of which relate to the nature of the specific project. Generally,
the value and credit quality of these bonds are sensitive to the risks related to an economic slowdown.
Special
tax bond risk. Special tax bonds are usually backed and payable through a single tax, or series
of special taxes such as incremental property taxes. The failure of the tax levy to generate adequate revenue to pay the debt
service on the bonds may cause the value of the bonds to decline. Adverse conditions and developments affecting a particular project
may result in lower revenues to the issuer of the municipal securities, which may adversely affect the value of the fund’s
portfolio.
Transportation bond risk. Transportation bonds may be issued to finance the construction of airports, toll roads, highways or other transit facilities. Airport bonds are dependent on the general stability of the
airline industry and on the stability of a specific carrier who uses the airport as a hub. Air traffic generally follows broader economic trends and is also affected by the price and availability of fuel. Toll road
bonds are also affected by the cost and availability of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs and availability also affect other
transportation related securities, as do the presence of alternate forms of transportation, such as public transportation. Municipal securities that are issued to finance a particular transportation project often
depend solely on revenues from that project to make principal and interest payments. Adverse conditions and developments affecting a particular project may result in lower revenues to the issuer of the municipal
securities.
Water and sewer bond risk. Water and sewer revenue bonds are often considered to have relatively secure credit as a result of their issuer’s importance, monopoly status and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain, run off or snow pack is a concern that has led to past defaults. Further, public resistance to rate increases, costly environmental litigation and
federal environmental mandates are challenges faced by issuers of water and sewer bonds.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund
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primarily
seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments at reduced prices
or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss. The fund may be subject
to a greater risk of rising interest rates due to the current period of historically low rates.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an
adverse change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Because the issuers of junk bonds may be in uncertain financial health, the
prices of their debt securities could be more vulnerable to bad economic news, or even the expectation of bad news, than investment-grade
debt securities. Credit ratings may not be an accurate assessment of credit risk.
Geographic
focus risk. To the extent that the Underlying Index and the fund are significantly comprised
of issuers in a single state, region or sector of the municipal securities market, performance can be more volatile than that
of a fund that invests more broadly. As an example, factors affecting a state, region or sector, such as severe fiscal difficulties,
an economic downturn, court rulings, increased expenditures on domestic security or reduced monetary support from the federal
government, could over time impair the ability of a state, region or sector to repay its obligations.
Risks
related to investing in New York. The fund may invest a significant portion of its assets in
municipal obligations of issuers located in the State of New York and, therefore, will have greater exposure to negative political,
economic, regulatory or other factors within the State of New York, including the financial condition of its public authorities
and political subdivisions, than a fund that invests in a broader base of securities. Unfavorable developments in any economic
sector may have a substantial impact on the overall New York municipal market. Certain issuers of New York municipal bonds have
experienced serious financial difficulties in the past and reoccurrence of these difficulties may impair the ability of certain
New York issuers to pay principal or interest on their obligations.
Risks
related to investing in California. The fund may invest a significant portion of its assets in
municipal obligations of issuers located in the State of California. While California’s economy is broad, it does have major
concentrations in high technology, manufacturing, entertainment, agriculture, tourism, construction and services, and may be sensitive
to economic problems affecting those industries. Consequently, the fund may be affected by political, economic, regulatory and
other developments within California and by the financial condition of California’s political subdivisions, agencies, instrumentalities
and public authorities.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Tax
risk. Income from municipal securities held by the fund could be declared taxable because of
unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant
conduct of a securities issuer. In addition, because municipal securities that pay interest subject to the AMT may be included
in the Underlying Index without limit, the fund may invest an unlimited amount of its net assets in municipal securities whose
income is subject to the AMT. Further, a portion of the fund’s otherwise exempt-interest distributions may be taxable to
those shareholders subject to the federal AMT.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment
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Xtrackers Municipal Infrastructure Revenue Bond ETF
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could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Issuer-specific
risk. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not
based
on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes,
the fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the
Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of
the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended trade settlement
periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are measured based
upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment
results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
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Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
5.23%
|
March 31, 2014
|
Worst Quarter
|
-4.93%
|
December 31, 2016
|
Year-to-Date
|
7.00%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
6/4/2013
|
-0.43
|
5.46
|
3.84
|
After tax on distributions
|
6/4/2013
|
-0.43
|
5.46
|
3.84
|
After tax on distributions and sale of fund shares
|
6/4/2013
|
0.85
|
4.95
|
3.65
|
Solactive Municipal Infrastructure Revenue Bond
Index (reflects no deductions for fees, expenses or taxes)
|
|
0.03
|
6.01
|
4.11
|
S&P Municipal Bond Revenue Index (reflects
no deductions for fees, expenses or taxes)
|
|
1.29
|
4.59
|
3.44
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2017.
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2017.
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund intends to meet certain federal income tax requirements so that distributions of tax-exempt interest income will be treated
as “exempt-interest dividends.” These dividends are not subject to regular federal income tax. The fund may invest
an unlimited amount of its net assets in municipal securities that generate interest income subject to the AMT for individuals.
All exempt interest dividends may increase certain shareholders’ AMT.
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Xtrackers Municipal Infrastructure Revenue Bond ETF
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The
fund expects that its distributions will consist primarily of exempt-interest dividends. The fund’s exempt-interest dividends
may be subject to state and local taxes.
For
more information regarding the tax consequences that may be associated with investing in the fund, please refer to the section
of this Prospectus entitled “Taxes.”
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Fund Details
Additional
Information About Fund Strategies, Underlying Index Information and Risks
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
Investment
Objective
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD High Yield Corporate Bond – Interest Rate Hedged Index
(the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
high yield corporate bonds and (b) short positions in US Treasury notes or bonds (“Treasury Securities”) of, in aggregate,
approximate equivalent duration to the high yield bonds. Duration is a measure that estimates the sensitivity of a bond’s
price relative to interest rate changes. Duration is often expressed as a period of time, and considers the timing and pattern
of interest and principal payments.
Generally,
a lower duration indicates a lower sensitivity to changes in interest rates, and a higher duration indicates a higher sensitivity
to changes in interest rates.
By
taking these short positions, the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest
rates (“interest rates”) on the performance of high yield bonds (conversely limiting the potential positive impact
of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of high yield
bonds, such as credit risk, which may have a greater impact than rising or falling interest rates.
The
long high-yield bond positions included in the Underlying Index are designed to represent a more liquid selection of bonds than
the universe of high-yield bonds in the United States not included in the Underlying Index.
Currently,
the bonds eligible for inclusion in the Underlying Index include US dollar-denominated high yield corporate bonds that: (i) are
issued by companies domiciled in countries classified as developed markets by the index provider; (ii) rated as sub-investment-grade
by at least one of these three rating agencies: Moody’s Investors Services (“Moody’s”), Standard &
Poor’s Ratings Services, and Fitch, Inc. when available; (iii) are from issuers with at least $1 billion outstanding face
value; (iv) have at least $400 million of outstanding face value; (v) have an original maturity date at most 15 years; and (vi)
have at least one year to maturity. The Underlying Index is reconstituted and rebalanced (including a reset of the interest rate
hedge) on a monthly basis. Currently, the fund achieves its investment objective by investing a substantial portion of its assets
in one or more exchange traded funds (“ETFs”) advised by DBX Advisors LLC (each, an “Underlying Fund”
and collectively, the “Underlying Funds”).
The
Advisor expects to obtain exposure to the high yield bond positions of the Underlying Index indirectly by investing in one or
more Underlying Funds, which are advised by the Advisor, that invest in high yield bond positions directly. Currently, the Advisor
expects to invest the fund’s assets in the following Underlying Funds:
■
|
the Xtrackers High Beta High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market High Beta Index;
|
■
|
the Xtrackers Low Beta High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market Low Beta Index;
|
■
|
the Xtrackers Short Duration High Yield Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market 0-5 Year Index; and
|
■
|
the Xtrackers USD High Yield Corporate Bond ETF, which seeks investment results that correspond generally to the performance,
before fees and expenses, of the Solactive USD High Yield Corporates Total Market Index.
|
Prospectus October 1, 2019
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Fund Details
|
As
of July 31, 2019, a significant percentage of each of the Solactive USD High Yield Corporates Total Market Index, Solactive USD
High Yield Corporates Total Market High Beta Index, Solactive USD High Yield Corporates Total Market Low Beta Index and Solactive
USD High Yield Corporates Total Market 0-5 Year Index was comprised of securities of issuers from the United States (84.6%, 79.4%,
90.6% and 83.6%, respectively).
As
of July 31, 2019, the Underlying Index was comprised of 1,038 bonds issued by 407 different issuers.
Relative
to a long-only investment in the same high-yield bonds, the Underlying Index, and thus the fund, should outperform in a rising
interest rate environment and underperform in a falling or static interest rate environment. Performance of the Underlying Index,
and thus the fund, could be particularly poor in risk-averse, flight-to-quality environments when it is common for high yield
bonds to decline in value and for interest rates to fall. In addition, the performance of the Underlying Index, and by extension
the fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit risk in the high
yield bond positions. These factors may be as or more important to the performance of the Underlying Index, and thus the fund,
than the impact of interest rates. As such, there is no guarantee that the Underlying Index, and accordingly, the fund, will have
positive performance even in environments of sharply rising interest rates. The Underlying Index, and thus the fund, may be more
volatile than a long-only position in the same high yield bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including ETFs), interest rates or indexes. The fund primarily invests in derivatives
as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally include futures contracts,
which are standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified
quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement. The fund will use futures
contracts to obtain short exposure to Treasury Securities.
Each
Underlying Fund uses a representative sampling indexing strategy in seeking to track its respective underlying index, meaning
each Underlying Fund generally will invest in a sample of securities in its underlying index whose risk, return and other characteristics
resemble the risk, return and other characteristics of the underlying index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in high yield
corporate bonds (including through indirect investments in the Underlying Funds and any other ETF the Advisor may deem appropriate
for achieving the fund’s investment objective). In addition, the fund will
invest
at least 80% of its total assets, but typically far more, in instruments that comprise the Underlying Index by indirect investments
through the Underlying Funds.
The
fund will, indirectly through its investment in the Underlying Funds, concentrate its investments (i.e., hold 25% or more of its
total assets) in a particular industry or group of industries to the extent that its Underlying Index is concentrated. As of July
31, 2019, a significant percentage of the Underlying Index was comprised of issuers in the financial services (26.1%) sector.
The financial services sector includes companies involved in banking, consumer finance, asset management and custody banks, as
well as investment banking and brokerage and insurance. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors may change over time
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts, other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes. The fund may invest in swaps to obtain a portion of its short exposure
to Treasury Securities.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
Solactive
USD High Yield Corporate Bond – Interest Rate Hedged Index
Index
Description. The Solactive USD High Yield Corporate Bond – Interest Rate Hedged Index is
designed to track the performance of a basket of US dollar-denominated high yield liquid corporate bonds. The Underlying Index
is comprised of (a) long positions in US dollar-denominated high yield corporate bonds and (b) short positions in US Treasury
notes or bonds (“Treasury Securities”) of, in aggregate, approximate equivalent duration to the high yield bonds.
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|
Fund Details
|
The
universe of bonds eligible for inclusion in the long position in the Underlying Index are those bonds that fulfill the following
conditions:
■
|
Corporate debt (excluding government debt, quasi- government debt, debt guaranteed or backed by governments, Regulation S
securities, municipal bonds, Brady bonds and restructured bonds, private placements except 144A series);
|
■
|
Bonds that are classified as fixed coupon bonds, step-up bonds driven by rating, medium term note (“MTNs”), callable
and putable bonds and 144A securities (excluding zero coupon bonds, floating/variable coupon bonds, convertibles, inflation-linked
bonds, perpetual bonds, accrued only bonds, Eurobonds, sinker, step-up bonds not driven by rating, pay-in-kind bonds);
|
■
|
Covered bonds and notes may not be included in the Underlying Index;
|
■
|
Issued in developed markets, as classified by the Index Provider to include the following countries as of July 31, 2019:
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Israel, Ireland, Italy, Japan, Luxembourg,
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States;
|
■
|
Time to maturity must be at least one year;
|
■
|
Time to maturity at issuance must be 15 years or less;
|
■
|
Bonds must be US dollar denominated;
|
■
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Amount outstanding of each bond must be at least $400 million;
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Issuer must have at least $1 billion in total principal amount outstanding;
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Must be rated by at least one of Moody’s Investors Services (“Moody’s”), Standard & Poor’s
Ratings Services and Fitch, Inc. The average rating calculated from available ratings should be sub-investment grade.
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Additional
Information about the Underlying Index
Solactive
AG (“Solactive” or the “Index Provider”). Solactive serves as the Index Administrator and Calculation
Agent for the Underlying Index.
All
bonds which meet the above requirements are included in the Underlying Index. The composition of the Underlying Index is ordinarily
rebalanced on the last business day of each month (the “Adjustment Day”). Newly issued bonds which meet the requirements
are generally added to the Underlying Index on the first business day of each month.
Additionally,
on the first business day of each month, any Underlying Index components which no longer meet the above requirements are removed
from the Underlying Index.
On
each Adjustment Day each index component is weighted proportionally according to its market capitalization. The percentage weight
of any index component is capped at 3% three business days prior to the last day of
the
month (the “Selection Day”.) The excess weight is allocated proportionally to all index components whose percentage
weights are not capped.
The
bonds included in the short position in the Underlying Index are selected using the following method: The five cheapest-to-deliver
treasury bonds for US Treasury futures are selected. All five cheapest-to-deliver bonds can be included in the Underlying Index.
A bond will not be included if it receives a weight of 0%.
On
the respective Selection Day, prior to the Adjustment Day, weights of the five cheapest-to-deliver Treasury bonds selected for
the short position are calculated as follows: bonds in the long position are divided into five buckets corresponding to the five
selected cheapest-to-deliver Treasury bonds; each bond is grouped with the cheapest-to-deliver Treasury bond with the closest
duration match. The par amount of each Treasury bond is assigned such that the duration of the Treasury bond is equal to the aggregate
duration of all bonds in the corresponding bucket. In the case where the combined market value of the short positions is not equal
to the market value of the long position, the market value of the longest and shortest Treasury bonds in the short position are
adjusted so that the total market value of the long position and short position agree while holding the aggregate duration constant.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Because
the fund invests in one or more Underlying Funds, the risks listed here include those of the Underlying Funds as well as those
of the fund itself. Therefore, in these risk descriptions the term “the fund” may refer to the fund itself, one or
more Underlying Funds, or both.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled.
Fixed
income markets risk. The values of many types of debt securities have been reduced over a period
of many years since the credit crisis started due to problems relating to subprime mortgages. These market problems have also
affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have
been less willing to make a
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market
in some types of debt instruments, which has impacted the liquidity of those instruments. These developments also have had a negative
effect on the broader economy. There is a risk that a lack of liquidity or other adverse credit market conditions may hamper the
fund’s ability to sell the debt securities in which it invests or to find and purchase the debt instruments included in
its respective Underlying Index.
High
yield securities risk. Exposure to high yield (lower rated) debt instruments (also known as “junk
bonds”) may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments.
High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to
a company than other fixed income instruments. High yield debt instruments are considered speculative with respect to the issuer’s
continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of
default or price changes than higher rated debt instruments. High-yield debt securities’ total return and yield may generally
be expected to fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic
downturn or an increase in market interest rates could cause a decline in the value of high-yield debt securities, result in increased
redemptions and/or result in increased portfolio turnover, which could result in a decline in the NAV of the fund, reduce liquidity
for certain investments and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to
sell and value accurately than investment-grade debt securities as there may be no established secondary market. Even if an established
secondary market exists, less active markets may diminish the fund’s ability to obtain accurate market quotations when valuing
the portfolio securities and thereby give rise to valuation risk.
Investments
in high-yield debt securities could increase liquidity risk for the fund. In addition, the market for high-yield debt securities
can experience sudden and sharp volatility which is generally associated more with investments in stocks. High yield debt instruments
may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income
instruments. High yield debt instruments may also present risks based on payment expectations. For example, these instruments
may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the fund
would have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the issuer
of a security is in default with respect to interest or principal payments, the issuer’s security could lose its entire
value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly
depending upon a number of factors and may adversely affect the fund’s performance.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
The
Underlying Index (and therefore the fund) seeks to mitigate interest rate risk by taking short positions in Treasury Securities;
such short positions should increase in value in rising interest rate environments and should decrease in value in falling interest
rate environments, thereby mitigating potential gains and losses in the bond positions of the fund arising from changing Treasury
interest rates. When interest rates fall, an unhedged investment in the same bonds will outperform the fund. Because the duration
hedge is reset on a monthly basis, interest rate risk can develop intra-month. Furthermore, while the Underlying Index is designed
to hedge the interest rate exposure of the long bond positions, it is possible that a degree of exposure may remain even at the
time of rebalance.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an adverse
change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Credit ratings may not be an accurate assessment of credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to mitigate credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising or falling
interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long bond
positions. While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes in the shape
of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop
intra-month. The fund could lose money if either or both of the fund’s long and short positions produce negative returns.
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When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
The
Underlying Index may also contain a significant allocation to callable high yield bonds, which are subject to call/prepayment
risk; callable bonds may have lower sensitivity to interest rate declines than non-callable bonds or Treasury Securities. In certain
falling interest rate environments, this could result in disproportionately larger losses in the short Treasury positions relative
to the gains in the long high yield bond positions attributable to falling interest rates.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have a limited market, including due to regulatory
action, the fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During
such periods, the fund’s ability to issue additional Creation Units may be adversely affected.
In
addition, the fund is required to identify on its books, liquid assets (less any additional collateral held by the broker, not
including the short sale proceeds) to cover short position obligations, marked-to-market daily. The requirement to identify liquid
assets limits each fund’s leveraging of investments and the related risk of losses from leveraging. However, such identification
may also limit the fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.
Cash
redemption risk. Because the fund takes short positions and invests a portion of its assets in
derivatives, the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio
securities. In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the
cash needed to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred
if it had made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind
redemption process was
used.
Only APs who have entered into an agreement with the fund’s distributor may redeem shares from the fund directly; all other
investors buy and sell shares at market prices on an exchange.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
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Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
The
fund is also subject to the risk that an Underlying Fund may pay a redemption request made by the fund, wholly or partly, by an
in-kind distribution of portfolio securities rather than in cash. The fund may hold such portfolio securities until the Advisor
determines to dispose of them, and the fund will bear the market risk of the securities received in the redemption until their
disposition. Upon disposing of such portfolio securities, the fund may experience increased brokerage commissions.
An
investor in the fund may receive taxable gains from portfolio transactions by an Underlying Fund, as well as taxable gains from
transactions in shares of the Underlying Fund held by the fund. As the fund’s allocations to an Underlying Fund change from
time to time, or to the extent that the expense ratio of an Underlying Fund changes, the weighted average operating expenses borne
by the fund may increase or decrease.
Restricted
securities/Rule 144A securities risk. The fund may invest in securities offered pursuant to Rule
144A under the Securities Act of 1933, as amended (the “1933 Act”), which are restricted securities. They may be less
liquid and more difficult to value than other investments because such securities may not be readily marketable in broad public
markets. The fund may not be able to sell a restricted security promptly or at a reasonable price. Although there is a substantial
institutional market for Rule 144A securities, it is not possible to predict exactly how the market for Rule 144A securities will
develop. A restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may decline
as a result. Restricted securities that are deemed illiquid will count towards a fund’s 15% limitation on illiquid securities.
In addition, transaction costs may be higher for restricted securities than for more liquid securities. The fund may have to bear
the expense of registering Rule 144A securities for resale and the risk of substantial delays in effecting the registration.
Tax
risk. The fund’s exposure to high yield corporate bonds through the Underlying Funds may
be less tax efficient than a direct investment in high yield corporate bonds. The fund will not be able to offset its taxable
income and gains with losses incurred by an Underlying Fund, because the Underlying Fund is treated as a corporation for US federal
income tax purposes. The fund’s sales of shares in an Underlying Fund, including those resulting from changes in the fund’s
allocation of assets, could cause the recognition of additional taxable gains. A portion of any such gains may be short-term capital
gains, which will be taxable as ordinary dividend income when distributed to the fund’s shareholders. Further, certain losses
recognized on sales of shares in an Underlying Fund may be deferred under the
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wash
sale rules. Any loss realized by the fund on a disposition of shares in an Underlying Fund held for six months or less will be
treated as a long-term capital loss to the extent of any amounts treated as distributions to the fund of net long-term capital
gain with respect to the Underlying Fund’s shares (including any amounts credited to the fund as undistributed capital gains).
Short-term capital gains earned by an Underlying Fund will be treated as ordinary dividends when distributed to the fund and therefore
may not be offset by any short-term capital losses incurred by the fund. The fund’s short-term capital losses might instead
offset long-term capital gains realized by the fund, which would otherwise be eligible for reduced US federal income tax rates
when distributed to individual and certain other non-corporate shareholders.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Liquidity
risk may result from the lack of an active market and the reduced number and capacity of traditional market participants to make
a market in fixed income securities. Liquidity risk also may be magnified in a rising interest rate environment or other circumstances
where investor redemptions from fixed income mutual funds or ETFs may be higher than normal, causing increased supply in the market
due to selling activity. It may also be the case that other market participants may be attempting to liquidate fixed-income holdings
at the same time as the Underlying Funds, causing increased supply in the market and contributing to liquidity risk and downward
pricing pressure.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Issuer-specific
changes. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to
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legal
restrictions or limitations imposed by the governments of certain countries, a lack of liquidity in the markets in which such
securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on securities’ closing prices (i.e., the value of the
Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected.
For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate
from the performance of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly
from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the
creation/redemption
feature is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions
to creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in trading prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable to continue making
markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). The market price of shares, like the price
of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market makers or
other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often increases
significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to be greatest
when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are various methods
by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by
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large
shareholders may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect
on the market price of the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties,
issuers
of securities held by the fund, or other market participants, as well as the possibility that certain risks have not been identified
or that unknown threats may emerge in the future and there is no assurance that such plans and processes will address the possibility
of and fallout from cyber-attacks, disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans
and systems put in place by its service providers, fund counterparties, issuers of securities held by the fund, or other market
participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Counterparty
risk. The risk of loss with respect to OTC swaps generally is limited to the net amount of payments
that the fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default
on its obligations. If such a default occurs, the fund will have contractual remedies pursuant to the agreements related to the
transaction. However, such remedies may be subject to bankruptcy and insolvency laws which could affect such fund’s rights
as a creditor (e.g., the fund may not receive the net amount of payments that it contractually is entitled to receive). Cleared
swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses with
the clearinghouse serving as a central counterparty similar to transactions in futures contracts. Central clearing may decrease
counterparty risk and potentially increase liquidity compared to un-cleared swaps because central clearing interposes the central
clearinghouse as the counterpart to each participant’s swap. However, central clearing does not eliminate counterparty risk
or illiquidity risk entirely. In addition depending on the
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size
of the fund and other factors, the margin required under the rules of a clearinghouse and by a clearing member FCM may be in excess
of the collateral required to be posted by the fund to support its obligations under a similar un-cleared swap. Regulators, however,
have begun adopting rules imposing certain margin requirements, including minimums, on un-cleared swaps which, for certain instruments,
has reduced the distinction.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Xtrackers Investment Grade Bond – Interest Rate Hedged ETF
Investment
Objective
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD Investment Grade Bond – Interest Rate Hedged Index (the
“Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
investment-grade corporate bonds and (b) short positions in US Treasury notes or bonds (“Treasury Securities”) of,
in aggregate, approximate equivalent duration to the investment-grade corporate bonds. Duration is a measure that estimates the
sensitivity of a bond’s price relative to interest rate changes. Duration is often expressed as a period of time,
and
considers the timing and pattern of interest and principal payments. Generally, a lower duration indicates a lower sensitivity
to changes in interest rates, and a higher duration indicates a higher sensitivity to changes in interest rates.
By
taking these short positions, the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest
rates (“interest rates”) on the performance of investment grade bonds (conversely limiting the potential positive
impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price of investment
grade bonds, such as credit risk, which may have a greater impact than rising or falling interest rates.
Currently,
the bonds eligible for inclusion in the Underlying Index include US dollar-denominated corporate bonds that: (i) are issued by
companies domiciled in countries classified as developed markets by the index provider; (ii) rated as investment-grade by at least
one of these two rating agencies: Moody’s Investors Services (“Moody’s”) and Standard & Poor’s
Ratings Services; (iii) are from issuers with at least $2 billion outstanding face value; (iv) have at least $750 million of outstanding
face value; and (v) have at least three years to maturity if already part of the Underlying Index or three and a half years to
maturity upon entering the Underlying Index. The Underlying Index is reconstituted and rebalanced (including a reset of the interest
rate hedge) on a monthly basis.
As
of July 31, 2019, the Underlying Index was comprised of 1,765 bonds issued by 330 different issuers. As of July 31, 2019, a significant
percentage of the Underlying Index was comprised of securities of issuers from the United States (82.5%)
Relative
to a long-only investment in the same investment grade bonds, the Underlying Index, and thus the fund, should outperform in a
rising interest rate environment and underperform in a falling or static interest rate environment. In addition, the performance
of the Underlying Index, and by extension the fund, depends on many factors beyond rising or falling interest rates, such as the
perceived level of credit risk in the investment grade bond positions. These factors may be as or more important to the performance
of the Underlying Index, and thus the fund, than the impact of interest rates. As such, there is no guarantee that the Underlying
Index, and accordingly, the fund, will have positive performance even in environments of sharply rising interest rates. The Underlying
Index, and thus the fund, may be more volatile than a long-only position in the same investment grade bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including exchange-traded funds (“ETFs”)), interest rates or indexes. The
fund primarily invests in derivatives as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally
include futures contracts,
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which
are standardized contracts traded on, or subject to the rules of, an exchange that call for the future delivery of a specified
quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement. The fund will use futures
contracts to obtain short exposure to Treasury Securities.
The
fund uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will invest
in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other characteristics
of the Underlying Index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investment
grade corporate bonds. In addition, the fund will invest at least 80% of its total assets, but typically far more, in instruments
that comprise the Underlying Index.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (34.4%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors or countries may change over
time.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts, other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes. The fund may invest in swaps to obtain a portion of its short exposure
to Treasury Securities.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
Solactive
USD Investment Grade Bond – Interest Rate Hedged Index
Index
Description. The Solactive USD Investment Grade Bond – Interest Rate Hedged Index is designed
to track the performance of a basket of US dollar-denominated investment grade liquid corporate bonds. The Underlying Index is
comprised of long positions in US dollar-denominated investment- grade corporate bonds and (b) short positions in US Treasury
Securities of, in aggregate, approximate equivalent duration to the investment-grade corporate bonds.
The
universe of bonds eligible for inclusion in the long position in the Underlying Index are those bonds that fulfill the following
conditions:
■
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Corporate debt (excluding government debt, quasi- government debt, debt guaranteed or backed by governments, Regulation S
securities, municipal bonds, Brady bonds and restructured bonds, private placements except 144A series);
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Bonds that are classified as fixed coupon bonds, step-up bonds driven by rating, medium term note (“MTNs”), callable
and putable bonds and 144A securities (excluding zero coupon bonds, floating/variable coupon bonds, convertibles, inflation-linked
bonds, perpetual bonds, accrued only bonds, Eurobonds, sinker, step-up bonds not driven by rating, pay-in-kind bonds);
|
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Covered bonds and notes may not be included in the Underlying Index;
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Issued in developed markets, as classified by the Index Provider to include the following countries as of July 31, 2019:
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Israel, Ireland, Italy, Japan, Luxembourg,
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States;
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Time to maturity must be at least three years (or three and a half years upon entrance to the Underlying Index);
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Bonds must be US dollar denominated;
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Amount outstanding of each bond must be at least
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Issuer must have at least $2 billion in total principal amount outstanding;
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Must be rated by at least one of Moody’s and Standard & Poor’s Ratings Services. The average rating calculated
from available ratings should be investment grade.
|
Additional
Information about the Underlying Index
Solactive
AG (“Solactive” or the “Index Provider”). Solactive serves as the Index Administrator and Calculation
Agent for the Underlying Index.
All
bonds which meet the above requirements are included in the Underlying Index. The composition of the Underlying Index is ordinarily
rebalanced on the last business day
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of
each month (the “Adjustment Day”). Newly issued bonds which meet the requirements are generally added to the Underlying
Index on the first business day of each month.
Additionally,
on the first business day of each month, any Underlying Index components which no longer meet the above requirements are removed
from the Underlying Index.
On
each Adjustment Day each index component is weighted proportionally according to its market capitalization. The percentage weight
of any index component is capped at 3% three business days prior to the last day of the month (the “Selection Day”.)
The excess weight is allocated proportionally to all index components whose percentage weights are not capped.
The
bonds included in the short position in the Underlying Index are selected using the following method: The five cheapest-to-deliver
treasury bonds for US Treasury futures are selected. All five cheapest-to-deliver bonds can be included in the Underlying Index.
A bond will not be included if it receives a weight of 0%.
On
the respective Selection Day, prior to the Adjustment Day, weights of the five cheapest-to-deliver Treasury bonds selected for
the short position are calculated as follows: bonds in the long position are divided into five buckets corresponding to the five
selected cheapest-to-deliver Treasury bonds; each bond is grouped with the cheapest-to-deliver Treasury bond with the closest
duration match. The par amount of each Treasury bond is assigned such that the duration of the Treasury bond is equal to the aggregate
duration of all bonds in the corresponding bucket. In the case where the combined market value of the short positions is not equal
to the market value of the long position, the market value of the longest and shortest Treasury bonds in the short position are
adjusted so that the total market value of the long position and short position agree while holding the aggregate duration constant.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled.
Fixed
income markets risk. The values of many types of debt securities have been reduced over a period
of many years since the credit crisis started due to problems relating to subprime mortgages. These market problems have also
affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have
been less willing to make a market in some types of debt instruments, which has impacted the liquidity of those instruments. These
developments also have had a negative effect on the broader economy. There is a risk that a lack of liquidity or other adverse
credit market conditions may hamper the fund’s ability to sell the debt securities in which it invests or to find and purchase
the debt instruments included in its respective Underlying Index.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
The
Underlying Index (and therefore the fund) seeks to mitigate interest rate risk by taking short positions in Treasury Securities;
such short positions should increase in value in rising interest rate environments and should decrease in value in falling interest
rate environments, thereby mitigating potential gains and losses in the bond positions of the fund arising from changing Treasury
interest rates. When interest rates fall, an unhedged investment in the same bonds will outperform the fund. Because the duration
hedge is reset on a monthly basis, interest rate risk can develop intra-month. Furthermore, while the Underlying Index is designed
to hedge the interest rate exposure of the long bond positions, it is possible that a degree of exposure may remain even at the
time of rebalance.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an adverse
change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Credit ratings may not be an accurate assessment of credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to
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mitigate
credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising or falling interest
rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long bond positions.
While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes in the shape of the
Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop intra-month.
The fund could lose money if either or both of the fund’s long and short positions produce negative returns.
When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have a limited market, including due to regulatory
action, the fund may be unable to meet its investment objective due to a lack of available securities or counterparties. During
such periods, the fund’s ability to issue additional Creation Units may be adversely affected.
In
addition, the fund is required to identify on its books, liquid assets (less any additional collateral held by the broker, not
including the short sale proceeds) to cover short position obligations, marked-to-market daily. The requirement to identify liquid
assets limits each fund’s leveraging of investments and the related risk of losses from leveraging. However, such identification
may also limit the fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.
Cash
redemption risk. Because the fund takes short positions and invests a portion of its assets in
derivatives, the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio
securities. In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the
cash needed to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might
not
have incurred if it had made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions
than if the in-kind redemption process was used. Only APs who have entered into an agreement with the fund’s distributor
may redeem shares from the fund directly; all other investors buy and sell shares at market prices on an exchange.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
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discussed
above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from futures
can exceed the fund’s initial investment in such contracts.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Liquidity
risk may result from the lack of an active market and the reduced number and capacity of traditional market participants to make
a market in fixed income securities. Liquidity risk also may be magnified in a rising interest rate environment or other circumstances
where investor redemptions from fixed income mutual funds or ETFs may be higher than normal, causing increased supply in the market
due to selling activity. It may also be the case that other market participants may be attempting to liquidate fixed-income holdings
at the same time as the Underlying Funds, causing increased supply in the market and contributing to liquidity risk and downward
pricing pressure.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Issuer-specific
changes. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
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Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary
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market).
The market price of shares, like the price of any exchange-traded security, includes a “bid-ask spread” charged by
the exchange specialist, market makers or other participants that trade the particular security. In times of severe market disruption,
the bid-ask spread often increases significantly. This means that shares may trade at a discount to the fund’s NAV, and
the discount is likely to be greatest when the price of shares is falling fastest, which may be the time that you most want to
sell your shares. There are various methods by which investors can purchase and sell shares of the funds and various orders that
may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts
of
god, information technology equipment malfunctions, operational errors, and inaccuracies within software or data processing systems
may also disrupt business operations or impact critical data. Market events also may trigger a volume of transactions that overloads
current information technology and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may
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result
in delays in the calculation of a fund’s NAV and/or the inability to calculate NAV over extended time periods. The fund
may be unable to recover any losses associated with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Counterparty
risk. The risk of loss with respect to OTC swaps generally is limited to the net amount of payments
that the fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default
on its obligations. If such a default occurs, the fund will have contractual remedies pursuant to the agreements related to the
transaction. However, such remedies may be subject to bankruptcy and insolvency laws which could affect such fund’s rights
as a creditor (e.g., the fund may not receive the net amount of payments that it contractually is entitled to receive). Cleared
swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses with
the clearinghouse serving as a central counterparty similar to transactions in futures contracts. Central clearing may decrease
counterparty risk and potentially increase liquidity compared to un-cleared swaps because central clearing interposes the central
clearinghouse as the counterpart to each participant’s swap. However, central clearing does not eliminate counterparty risk
or illiquidity risk entirely. In addition depending on the size of the fund and other factors, the margin required under the rules
of a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by the fund to support
its obligations under a similar un-cleared swap. Regulators, however, have begun adopting rules imposing certain margin requirements,
including minimums, on un-cleared swaps which, for certain instruments, has reduced the distinction.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
Investment
Objective
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive USD Emerging Markets Bond – Interest Rate Hedged Index (the
“Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is comprised of (a) long positions in US dollar-denominated
government debt issued by emerging market countries, and (b) short positions in US Treasury notes or bonds of, in aggregate, approximate
equivalent duration to the emerging markets sovereign debt. Duration is a measure that estimates the sensitivity of a bond’s
or note’s price relative to interest rate changes. Duration is often expressed as a period of time, and considers the timing
and pattern of interest and principal payments. Generally, a lower duration indicates a lower sensitivity to changes in interest
rates, and a higher duration indicates a higher sensitivity to changes in interest rates.
By
taking these short positions, the Underlying Index seeks to mitigate the potential negative impact of rising Treasury interest
rates (“interest rates”) on the performance of emerging markets sovereign bonds (conversely limiting the potential
positive impact of falling interest rates). The short positions are not intended to mitigate other factors influencing the price
of emerging markets sovereign debt, such as credit risk, which may have a greater impact than rising or falling interest rates.
The
Underlying Index consists of bonds issued by emerging markets sovereign and quasi-sovereign entities that (i) are denominated
in US dollars, (ii) have more than two years to maturity if already part of the Underlying Index or two and half years to maturity
upon entering the Underlying Index, and (iii) have an outstanding float of at least $1 billion. The eligible countries are Brazil,
Chile,
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China,
Colombia, Croatia, Ecuador, Egypt, El Salvador, Hungary, Indonesia, Kazakhstan, Latvia, Lebanon, Lithuania, Malaysia, Mexico,
Panama, Peru, Philippines, Poland, Qatar, Romania, Russia, South Africa, Sri Lanka, Turkey, Ukraine, the United Arab Emirates,
Uruguay and Venezuela; however, this universe of countries may change in accordance with the index provider’s determination
of eligible emerging market countries and there is no assurance that a particular country will be represented in the Underlying
Index at any given time. The bonds included in the Underlying Index may be rated below investment grade (commonly referred to
as “junk bonds,” including those bonds rated lower than “BBB-” by Standard & Poor’s Ratings
Services and Fitch, Inc. or “Baa3” by Moody’s Investors Services, Inc.). The Underlying Index is reconstituted
and rebalanced (including a reset of the interest rate hedge) on a quarterly basis.
As
of July 31, 2019, the Underlying Index was comprised of 229 bonds issued by 29 different issuers.
Relative
to a long-only investment in the same emerging markets sovereign bonds, the Underlying Index, and thus the fund, should outperform
in a rising interest rate environment and underperform in a falling or static interest rate environment. Performance of the Underlying
Index, and thus the fund, could be particularly poor in risk-averse, flight-to-quality environments when it is common for emerging
markets sovereign bonds to decline in value and for interest rates to fall. In addition, the performance of the Underlying Index,
and by extension the fund, depends on many factors beyond rising or falling interest rates, such as the perceived level of credit
risk in the emerging markets sovereign bond positions. These factors may be as or more important to the performance of the Underlying
Index, and thus the fund, than the impact of interest rates. As such, there is no guarantee that the Underlying Index, and accordingly,
the fund, will have positive performance even in environments of sharply rising interest rates. The Underlying Index, and thus
the fund, may be more volatile than a long-only position in the same emerging markets sovereign bonds.
The
fund will invest in derivatives, which are financial instruments whose value is derived from the value of an underlying asset
or assets, such as stocks, bonds or funds (including exchange-traded funds (“ETFs”)), interest rates or indexes. The
fund primarily invests in derivatives as a substitute for obtaining short exposure in Treasury Securities. These derivatives principally
include futures contracts, which are standardized contracts traded on, or subject to the rules of, an exchange that call for the
future delivery of a specified quantity and type of asset at a specified time and place or, alternatively, may call for cash settlement.
The fund will use futures contracts to obtain short exposure to Treasury Securities.
The
fund uses a representative sampling indexing strategy in seeking to track the Underlying Index, meaning it generally will invest
in a sample of securities in the index whose risk, return and other characteristics resemble the risk, return and other characteristics
of the Underlying Index as a whole.
The
fund will normally invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes in US dollar-denominated
sovereign bonds issued by emerging market countries. In addition, the fund will invest at least 80% of its total assets, but typically
far more, in instruments that comprise the Underlying Index.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors or countries may change over time.
The
fund may invest its remaining assets in other securities, including securities not in the Underlying Index, cash and cash equivalents,
money market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor
or its affiliates (subject to applicable limitations under the Investment Company Act of 1940, as amended (the “1940 Act”),
or exemptions therefrom), convertible securities, structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index)
and in futures contracts, options on futures contracts, other types of options and swaps related to its Underlying Index. The
fund will not use futures or options for speculative purposes. The fund may invest in swaps to obtain a portion of its short exposure
to Treasury Securities.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
Solactive
USD Emerging Markets Bond – Interest Rate Hedged Index
Index
Description. The Solactive USD Emerging Markets Bond – Interest Rate Hedged Index is designed
to track the performance of a basket of US dollar-denominated emerging markets bonds. The Underlying Index is comprised of (a)
long positions in US dollar-denominated emerging markets bonds and (b) short positions in US Treasury Securities of, in aggregate,
approximate equivalent duration to the emerging markets bonds.
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The
universe of bonds eligible for inclusion in the long position in the Underlying Index are those bonds that fulfill the following
conditions:
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Government debt or quasi-government debt (excluding Regulation S securities and private placements except 144A series);
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Bonds that are classified as fixed coupon bonds, callable and putable bonds and zero coupon bonds (excluding floating rate
bonds, variable coupon bonds, convertibles, inflation-linked bonds, accrued only bonds, pay-in kind bonds, repackaged securities
linked to a security, preferred securities, bearer bonds, asset backed or other structured bonds, defaulted bonds, flat trading
bonds, dual currency bonds);
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Issued in the following emerging markets, as defined by the Index Provider as of July 31, 2019: Brazil, Chile, China, Colombia,
Croatia, Ecuador, Egypt, El Salvador, Hungary, Indonesia, Kazakhstan, Latvia, Lebanon, Lithuania, Malaysia, Mexico, Panama,
Peru, Philippines, Poland, Qatar, Romania, Russia, South Africa, Sri Lanka, Turkey, Ukraine, Uruguay and Venezuela;
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Time to maturity must be at least two years (or two and a half years upon entrance to the Underlying Index);
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Amount outstanding of each bond must be at least $1 billion;
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Bonds must be priced by a major pricing service.
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Additional
Information about the Underlying Index
Solactive
AG (“Solactive” or the “Index Provider”). Solactive serves as the Index Administrator and Calculation
Agent for the Underlying Index.
All
bonds which meet the above requirements are included in the Underlying Index. The composition of the Underlying Index is ordinarily
rebalanced on the last business day of each month (the “Adjustment Day”). Newly issued bonds which meet the requirements
are generally added to the Underlying Index on the first business day of each month.
Additionally,
on the first business day of each month, any Underlying Index components which no longer meet the above requirements are removed
from the Underlying Index.
On
each Adjustment Day each index component is weighted proportionally according to its market capitalization. The percentage weight
of any index component is capped at 5% three business days prior to the last day of the month (the “Selection Day”.)
The excess weight is allocated proportionally to all index components whose percentage weights are not capped.
The
bonds included in the short position in the Underlying Index are selected using the following method: The five cheapest-to-deliver
treasury bonds for US Treasury futures are selected. All five cheapest-to-deliver bonds can be included in the Underlying Index.
A bond will not be included if it receives a weight of 0%.
On
the respective Selection Day, prior to the Adjustment Day, weights of the five cheapest-to-deliver Treasury bonds selected for
the short position are calculated as follows: bonds in the long position are divided into five buckets corresponding to the five
selected cheapest-to-deliver Treasury bonds; each bond is grouped with the cheapest-to-deliver Treasury bond with the closest
duration match. The par amount of each Treasury bond is assigned such that the duration of the Treasury bond is equal to the aggregate
duration of all bonds in the corresponding bucket. In the case where the combined market value of the short positions is not equal
to the market value of the long position, the market value of the longest and shortest Treasury bonds in the short position are
adjusted so that the total market value of the long position and short position agree while holding the aggregate duration constant.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled.
Fixed
income markets risk. The values of many types of debt securities have been reduced over a period
of many years since the credit crisis started due to problems relating to subprime mortgages. These market problems have also
affected debt securities that are not related to mortgage loans. In addition, broker-dealers and other market participants have
been less willing to make a market in some types of debt instruments, which has impacted the liquidity of those instruments. These
developments also have had a negative effect on the broader economy. There is a risk that a lack of liquidity or other adverse
credit market conditions may hamper the fund’s ability to sell the debt securities in which it invests or to find and purchase
the debt instruments included in its respective Underlying Index.
Sovereign
debt risk. Investments in sovereign debt securities involve special risks, including the availability
of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a
whole, and the government debtor’s policy towards the International Monetary Fund and the political constraints to which
a government debtor may be subject.
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The
governmental authority that controls the repayment of sovereign debt may be unwilling or unable to repay the principal and/or
interest when due in accordance with the terms of such securities due to the extent of its foreign reserves. If an issuer of sovereign
debt defaults on payments of principal and/or interest, the fund may have limited legal recourse against the issuer and/or guarantor.
In certain cases, remedies must be pursued in the courts of the defaulting party itself, and the fund’s ability to obtain
recourse may be limited.
Certain
issuers of sovereign debt may be dependent on disbursements from foreign governments, multilateral agencies and others abroad
to reduce principal and interest arrearages on their debt. Such disbursements may be conditioned upon a debtor’s implementation
of economic reforms and/or economic performance and the timely service of such debtor’s obligations. A failure on the part
of the debtor to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may
result in the cancellation of such third parties’ commitments to lend funds to the government debtor, which may impair the
debtor’s ability to service its debts on a timely basis. As a holder of government debt, the fund may be requested to participate
in the rescheduling of such debt and to extend further loans to government debtors.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US Additionally,
foreign securities markets generally are smaller and less liquid than US markets.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
Emerging
markets risk. Investment in emerging markets subjects the fund to a greater risk of loss than
investments in a developed market. This is due to, among other things, (i) greater market volatility, (ii) lower trading volume,
(iii) political and economic instability, (iv) high levels of inflation, deflation or currency devaluation, (v) greater risk of
market shut down, (vi) more governmental limitations on foreign investments and limitations on repatriation of invested capital
than those typically found in a developed market, and (vii) the risk that companies may be held to lower disclosure, corporate
governance, auditing and financial reporting standards than companies in more developed markets.
The
financial stability of issuers (including governments) in emerging market countries may be more precarious than in other countries.
As a result, there will tend to be an increased risk of price volatility in the fund’s investments in emerging market countries.
Settlement
practices for transactions in foreign markets may differ from those in US markets. Such differences include delays beyond periods
customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood
of a “failed settlement.” Failed settlements can result in losses to the fund. Low trading volumes and volatile prices
in less developed markets make trades harder to complete and settle, and governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject to independent evaluation. Local agents are held only to the standards
of care of their local markets.
Geographic
focus risk. Focusing investments in a single country or few countries, or regions, involves increased
political, regulatory and other risks. Market swings in such a targeted country, countries or regions are likely to have a greater
effect on fund performance than they would in a more geographically diversified fund.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
The
Underlying Index (and therefore the fund) seeks to mitigate interest rate risk by taking short positions in Treasury Securities;
such short positions should increase in
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value
in rising interest rate environments and should decrease in value in falling interest rate environments, thereby mitigating potential
gains and losses in the bond positions of the fund arising from changing Treasury interest rates. When interest rates fall, an
unhedged investment in the same bonds will outperform the fund. Because the duration hedge is reset on a monthly basis, interest
rate risk can develop intra-month. Furthermore, while the Underlying Index is designed to hedge the interest rate exposure of
the long bond positions, it is possible that a degree of exposure may remain even at the time of rebalance.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an adverse
change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Credit ratings may not be an accurate assessment of credit risk.
Hedging
risk. The Underlying Index seeks to mitigate the potential negative impact of rising Treasury
interest rates on the performance of the bonds owned by the fund. The short positions in Treasury Securities are not intended
to mitigate credit risk or other factors influencing the price of the bonds, which may have a greater impact than rising or falling
interest rates. There is no guarantee that the short positions will completely eliminate the interest rate risk of the long bond
positions. While the fund seeks to achieve an effective duration of zero, the hedge cannot fully account for changes in the shape
of the Treasury interest rate (yield) curve. Because the duration hedge is reset on a monthly basis, interest rate risk can develop
intra-month. The fund could lose money if either or both of the fund’s long and short positions produce negative returns.
When
interest rates fall, an unhedged investment in the same bonds will outperform the fund. Performance of the fund could be particularly
poor in risk-averse, flight-to-quality environments when it is common for bonds to decline in value and for interest rates to
fall. Furthermore, when interest rates remain unchanged, an investment in the fund will underperform a long-only investment in
the same bonds.
Short
position risk. The fund seeks short exposure to Treasury Securities through futures contracts,
which will cause the fund to be exposed to certain risks associated with selling securities short. These risks include, under
certain market conditions, an increase in the volatility and decrease in the liquidity of securities underlying the short position,
which may lower the fund’s return, result in a loss, have the effect of limiting the fund’s ability to obtain short
exposure through financial instruments such as futures contracts, or require the fund to seek short exposure through alternative
investment strategies that may be less desirable or may be costly to implement. To the extent that, at any particular point in
time, the securities underlying the short position may be thinly traded or have
a
limited market, including due to regulatory action, the fund may be unable to meet its investment objective due to a lack of available
securities or counterparties. During such periods, the fund’s ability to issue additional Creation Units may be adversely
affected.
In
addition, the fund is required to identify on its books, liquid assets (less any additional collateral held by the broker, not
including the short sale proceeds) to cover short position obligations, marked-to-market daily. The requirement to identify liquid
assets limits each fund’s leveraging of investments and the related risk of losses from leveraging. However, such identification
may also limit the fund’s investment flexibility, as well as its ability to meet redemption requests or other current obligations.
Cash
redemption risk. Because the fund takes short positions and invests a portion of its assets in
derivatives, the fund may pay out a portion of its redemption proceeds in cash rather than through the in-kind delivery of portfolio
securities. In addition, the fund may be required to unwind such contracts or sell portfolio securities in order to obtain the
cash needed to distribute redemption proceeds. This may cause the fund to recognize a capital gain that it might not have incurred
if it had made a redemption in-kind. As a result the fund may pay out higher annual capital gains distributions than if the in-kind
redemption process was used. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from
the fund directly; all other investors buy and sell shares at market prices on an exchange.
Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will
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depend
on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction. If a counterparty
were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject to bankruptcy
and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the net amount of
payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s derivative
positions at any time.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
High
yield securities risk. Exposure to high yield (lower rated) debt instruments (also known as “junk
bonds”) may involve greater levels of credit, prepayment, liquidity and valuation risk than for higher rated instruments.
High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to
a company than other fixed income instruments. High yield debt instruments are considered speculative with respect to the issuer’s
continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of
default or price changes than higher rated debt instruments. High-yield debt securities’ total return and yield may generally
be expected to fluctuate more than the total return and yield of investment-grade debt securities. A real or perceived economic
downturn or an increase in market interest rates could cause a decline in the value of high-yield debt securities, result in increased
redemptions and/or result in increased portfolio turnover, which could result in a decline in the NAV of the fund, reduce liquidity
for certain investments and/or increase costs. High-yield debt securities are often thinly traded and can be more difficult to
sell and value accurately than investment-grade debt securities as there may be no established secondary market. Even if an established
secondary market exists, less active markets may diminish the fund’s ability to obtain accurate market quotations when valuing
the portfolio securities and thereby give rise to valuation risk.
Investments
in high-yield debt securities could increase liquidity risk for the fund. In addition, the market for high-yield debt securities
can experience sudden and sharp
volatility
which is generally associated more with investments in stocks. High yield debt instruments may be more sensitive to economic changes,
political changes, or adverse developments specific to a company than other fixed income instruments. High yield debt instruments
may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions.
If an issuer exercises these provisions in a declining interest rate market, the fund would have to replace the security with
a lower yielding security, resulting in a decreased return for investors. If the issuer of a security is in default with respect
to interest or principal payments, the issuer’s security could lose its entire value. Furthermore, the transaction costs
associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may
adversely affect the fund’s performance.
Restricted
securities/Rule 144A securities risk. The fund may invest in securities offered pursuant to Rule
144A under the Securities Act of 1933, as amended (the “1933 Act”), which are restricted securities. They may be less
liquid and more difficult to value than other investments because such securities may not be readily marketable in broad public
markets. The fund may not be able to sell a restricted security promptly or at a reasonable price. Although there is a substantial
institutional market for Rule 144A securities, it is not possible to predict exactly how the market for Rule 144A securities will
develop. A restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may decline
as a result. Restricted securities that are deemed illiquid will count towards a fund’s 15% limitation on illiquid securities.
In addition, transaction costs may be higher for restricted securities than for more liquid securities. The fund may have to bear
the expense of registering Rule 144A securities for resale and the risk of substantial delays in effecting the registration.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
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Liquidity
risk may result from the lack of an active market and the reduced number and capacity of traditional market participants to make
a market in fixed income securities. Liquidity risk also may be magnified in a rising interest rate environment or other circumstances
where investor redemptions from fixed income mutual funds or ETFs may be higher than normal, causing increased supply in the market
due to selling activity. It may also be the case that other market participants may be attempting to liquidate fixed-income holdings
at the same time as the Underlying Funds, causing increased supply in the market and contributing to liquidity risk and downward
pricing pressure.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Issuer-specific
changes. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated
with
buying and selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying
Index) while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage
costs, will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not included in its Underlying Index, its return may not correlate as well with the returns of its
Underlying Index as would be the case if the fund purchased all the securities in its Underlying Index directly. Actions taken
in response to proposed corporate actions could result in increased tracking error.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers.
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This
conversion may result in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying
Index, which, in turn, could result in a difference between the fund’s performance and the performance of its Underlying
Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a
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volume
of transactions that overloads current information technology and communication systems and processes, impacting the ability to
conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Counterparty
risk. The risk of loss with respect to OTC swaps generally is limited to the net amount of payments
that the fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default
on its obligations. If such a default occurs, the fund will have contractual remedies pursuant to the agreements related to the
transaction. However, such remedies may be subject to bankruptcy and insolvency laws which could affect such fund’s rights
as a creditor (e.g., the fund may not receive the net amount of payments that it contractually is entitled to receive). Cleared
swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses with
the clearinghouse serving as a central counterparty similar to transactions in futures contracts. Central clearing may decrease
counterparty risk and potentially increase liquidity compared to un-cleared swaps because central clearing interposes the central
clearinghouse as the counterpart to each participant’s swap. However, central clearing does not eliminate counterparty risk
or illiquidity risk entirely. In addition depending on the size of the fund and other factors, the margin required under the rules
of a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by the fund to support
its obligations under a similar un-cleared swap. Regulators, however, have begun adopting rules imposing certain margin requirements,
including minimums, on un-cleared swaps which, for certain instruments, has reduced the distinction.
Emerging
markets sovereign debt risk. Government obligors in emerging market countries are among the world’s
largest debtors to commercial banks, other governments, international financial organizations and other financial institutions.
Historically, certain issuers of the government debt securities in which the fund may invest have experienced substantial difficulties
in meeting their external debt obligations, resulting in defaults on certain obligations and the restructuring of certain indebtedness.
Such restructuring arrangements have included obtaining additional credit to finance outstanding obligations and the reduction
and rescheduling of payments of interest and principal
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through
the negotiation of new or amended credit agreements. As a holder of government debt securities, the fund may be asked to participate
in the restructuring of such obligations and to extend further loans to their issuers. There can be no assurance that the securities
in which the fund will invest will not be subject to restructuring arrangements or to requests for additional credit. In addition,
certain participants in the secondary market for such debt may be directly involved in negotiating the terms of these arrangements
and may therefore have access to information not available to other market participants, such as the fund.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Xtrackers Municipal Infrastructure Revenue Bond ETF
Investment
Objective
The
Xtrackers Municipal Infrastructure Revenue Bond ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the Solactive Municipal Infrastructure Revenue Bond Index (the “Underlying
Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the performance of the US long-term
tax exempt bond market, consisting of infrastructure revenue bonds. The fund uses a representative sampling indexing strategy
in seeking to track the Underlying Index, meaning that it will generally invest in a sample of securities in the index whose risk,
return and other characteristics resemble the risk, return and other characteristics of the Underlying Index as a whole. The fund
will invest at least 80% of its total assets (but typically far more) in instruments that comprise the Underlying Index.
The
Underlying Index is comprised of tax-exempt municipal securities issued by states, cities, counties, districts, their respective
agencies, and other tax-exempt issuers. The Underlying Index is intended to track bonds that have been issued with the intention
of funding federal, state and local
infrastructure
projects, such as water and sewer systems, public sewer systems, toll roads, bridges, tunnels and many other public use projects.
As
of July 31, 2019, the Underlying Index consisted of 927 securities with an average amount outstanding of approximately $310 million
and a minimum amount outstanding of approximately $40 million. The Underlying Index is a total return index, which assumes that
any cash distributions are reinvested back into the Underlying Index.
The
Underlying Index is designed to only hold those bonds issued by state and local municipalities where the interest and principal
repayments are generated from dedicated revenue streams or double-barreled entities (whose bonds are backed by both a dedicated
revenue stream and a general obligation pledge).
The
Underlying Index may include private activity bonds, industrial development bonds, special tax bonds and transportation bonds.
Private
activity bonds are issued by municipalities and other public authorities to finance development of industrial facilities for use
by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its
full faith, credit and taxing power for repayment.
Industrial
development bonds are a specific type of revenue bond backed by the credit and security of a private user and therefore have more
potential risk. The interest from industrial development bonds, when distributed by the fund as “exempt-interest dividends”
to shareholders, may be subject to the alternative minimum tax (“AMT”).
Special
tax bonds are payable for and secured by the revenues derived by a municipality from a particular tax (e.g., tax on the rental
of a hotel room, on the purchase of food and beverages, on the rental of automobiles or on the consumption of liquor). Special
tax bonds are not secured by the general tax revenues of the municipality, and they do not represent general obligations of the
municipality.
Transportation
bonds are obligations of issuers that own and operate public transit systems, ports, highways, turnpikes, bridges and other transportation
systems.
In
order to be eligible for inclusion in the Underlying Index, the municipal securities must be offered publicly; meet a minimum
amount outstanding and deal amount; are investment-grade; have a fixed-rate coupon payment; and are not prefunded/escrowed to
maturity. Municipal bonds which are subject to the AMT and state and local taxes are eligible for inclusion in the Underlying
Index. The Underlying Index does not attempt to achieve a particular duration (which is a measure of a bond’s sensitivity
to interest rates), but the Underlying Index limits eligibility for inclusion to municipal securities which have a stated final
maturity of 10 years or longer and are not callable for at least the next 5 years. The Underlying Index is reconstituted and rebalanced
on a monthly basis.
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Under
normal circumstances, the fund invests at least 80% of net assets, plus the amount of any borrowings for investment purposes,
in securities issued by municipalities across the United States and its territories which are classified as “municipal infrastructure
revenue” bonds based on the Underlying Index’s criteria summarized above, whose income is free from regular federal
income tax. Because municipal securities that pay interest subject to the AMT may be included in the Underlying Index without
limit, the fund may invest an unlimited amount of its net assets in municipal securities whose income is subject to the AMT. In
addition, the fund will invest at least 80% of its total assets (but typically far more) in instruments that comprise the Underlying
Index.
As
of July 31, 2019, the Underlying Index was wholly comprised of securities of issuers in the United States (and as of the fund’s
fiscal year end, a significant percentage of the Underlying Index was comprised of municipal securities of issuers in New York
(21.6%) and California (18.1%).
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that its Underlying Index is concentrated. To the extent that the fund tracks the Underlying Index, the fund’s
investment in certain sectors may change over time.
Underlying
Index Information
Solactive
Municipal Infrastructure Revenue Bond Index
The
Solactive Municipal Infrastructure Revenue Bond Index is maintained by Solactive and is administered and calculated by Solactive.
Index
Description. The Solactive Municipal Infrastructure Revenue Bond Index is designed to track the
returns of the segment of the U.S. long term tax-exempt bond market, consisting of infrastructure revenue bonds. The Solactive
Municipal Infrastructure Revenue Bond Index is comprised of tax-exempt municipal securities issued by states, cities, counties,
districts, their respective agencies and other tax-exempt issuers. The Solactive Municipal Infrastructure Revenue Bond Index is
intended to track bonds that have been issued with the intention of funding federal, state and local infrastructure projects such
as water and sewer systems, public power systems, toll roads, bridges, tunnels, and many other public use projects.
As
of July 31, 2019, the Solactive Municipal Infrastructure Revenue Bond Index consisted of 927 securities with an average amount
outstanding of approximately $310 million and a minimum amount outstanding of approximately $40 million. The Solactive Municipal
Infrastructure Revenue Bond Index is designed to hold only those bonds issued by state and local municipalities where the interest
and principal repayments are generated from dedicated revenue streams or double-barreled entities (whose bonds are backed by both
a dedicated revenue stream and a general obligation pledge).
The
universe of municipal securities eligible for inclusion in the Solactive Municipal Infrastructure Revenue Bond Index are those
municipal bonds that fulfill the following conditions:
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Subject to a public offering;
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Amount outstanding of each bond must be at least
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$40 million where, subject to the following additional conditions:
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Bonds with an amount outstanding of less than
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$100 million may only be included if they are issued after January 1, 2012.
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Bonds with an amount outstanding of more than
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$100 million may be included regardless of issue date.
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Deal size of at least $100 million;
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Federal tax free (bonds subject to the AMT and state and local taxes) may be included in the Solactive Municipal Infrastructure
Revenue Bond Index without limit;
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Investment-grade rating by either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.;
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Fixed-rate coupon payment (zero coupon bonds may not be included in the Solactive Municipal Infrastructure Revenue Bond Index);
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Bonds must not be pre-refunded / escrowed to maturity;
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Time to maturity must be at least 10 years or longer;
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Callable securities must not be callable within the next 5 years (the next call date must not lie in the next 5 years);
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Purpose of the bond proceeds must be for one of the following areas:
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Transportation (airports, seaports, bridges, toll roads, tunnels, parking facilities, or similar)
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Recreation (convention centers, stadiums, sports complexes, or similar)
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Utility (electric public power, water/sewer, sanitation, or similar)
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Industrial Economic Development (solid waste recovery, malls, shopping centers, or similar)
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The following industries are excluded: higher education, pollution control, housing, healthcare and tobacco;
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Proceeds of debt must be used for infrastructure purposes and principal and interest repayment must come from a pledged revenue
source (e.g. tolls, sales tax, registration fees, user fees) or a double-barreled revenue stream (pledged revenue stream
and a general obligation pledge);
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Municipal bonds, which are paid back solely using a general obligation pledge or an appropriation, may not be included;
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Municipal bonds from Puerto Rico which are classified as “Sales Tax” may not be included; and
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Municipal bonds where the obligor is a corporation may not be included.
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All
municipal bonds which meet the above requirements are included in the Underlying Index. The Underlying Index is rebalanced on
the last business day of each month.
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Newly
issued municipal bonds which meet the requirements are generally added to the Underlying Index on the first business day of each
month.
Additionally,
on the first business day of each month, any Underlying Index components which no longer meet the above requirements are removed
from the Underlying Index.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Municipal
securities risk. Municipal securities are subject to the risk that litigation, legislation or
other political events, local business or economic conditions or the bankruptcy of the issuer could have a significant effect
on an issuer’s ability to make payments of principal and/or interest. In addition, there is a risk that, as a result of
the current economic crisis, the ability of any issuer to pay, when due, the principal or interest on its municipal bonds may
be materially affected. Certain municipalities may have difficulty meeting their obligations due to, among other reasons, changes
in underlying demographics. Municipal securities can be significantly affected by political changes as well as uncertainties in
the municipal market related to taxation, legislative changes or the rights of municipal security holders. Because many municipal
securities are issued to finance similar projects, especially those relating to education, health care, transportation, utilities
and water and sewer, conditions in those sectors can affect the overall municipal market. A number of municipalities have had
significant financial problems recently, and these and other municipalities could, potentially, continue to experience significant
financial problems resulting from lower tax revenues and/or decreased aid from state and local governments in the event of an
economic downturn. This could potentially decrease the Fund’s income or hurt its ability to preserve capital and liquidity.
In addition, changes in the financial condition of an individual municipal issuer can affect the overall municipal market. Municipal
securities may include revenue bonds, which are generally backed by revenue from a specific project or tax. The issuer of a revenue
bond makes interest and principal payments from revenues generated from a particular source or facility, such as a tax on particular
property or revenues generated from a municipal water or sewer utility or an airport. Revenue bonds generally are not backed by
the full faith and credit and general taxing power of the issuer. Municipal securities backed by current or anticipated revenues
from a specific project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project
or assets or the inability to collect revenues for
the
project or from the assets due to factors such as lower property tax collections as a result of lower home values, lower sales
tax revenues as a result of consumers cutting back spending and lower income tax revenues as a result of a higher unemployment
rate. In addition, since some municipal obligations may be secured or guaranteed by banks and other institutions, the risk to
the Fund could increase if the banking or financial sector suffers an economic downturn and/or if the credit ratings of the institutions
issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization.
If
the Internal Revenue Service (“IRS”) determines that an issuer of a municipal security has not complied with applicable
tax requirements, interest from the security could become taxable and the security could decline significantly in value. The market
for municipal bonds may be less liquid than for taxable bonds. There may also be less information available on the financial condition
of issuers of municipal securities than for public corporations. This means that it may be harder to buy and sell municipal securities,
especially on short notice, and municipal securities may be more difficult for the Fund to value accurately than securities of
public corporations. Since the Fund invests a significant portion of its portfolio in municipal securities, the Fund’s portfolio
may have greater exposure to liquidity risk than a fund that invests in non-municipal securities. In addition, the value and liquidity
of many municipal securities have decreased as a result of the recent financial crisis, which has also adversely affected many
municipal securities issuers and may continue to do so. The markets for many credit instruments, including municipal securities,
have experienced periods of illiquidity and extreme volatility since the latter half of 2007. In response to the global economic
downturn, governmental cost burdens may be reallocated among federal, state and local governments. In addition, issuers of municipal
securities may seek protection under the bankruptcy laws. Many state and local governments that issue municipal securities are
currently under significant economic and financial stress and may not be able to satisfy their obligations. The taxing power of
any governmental entity may be limited and an entity’s credit may depend on factors which are beyond the entity’s
control.
Fixed
income securities risk. Fixed-income securities are subject to the risk of the issuer’s
inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting
from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market
liquidity (i.e., market risk). Lower rated fixed-income securities have greater volatility because there is less certainty that
principal and interest payments will be made as scheduled.
Fixed
income markets risk. The values of many types of debt securities have been reduced over a period
of many years since the credit crisis started due to problems
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relating
to subprime mortgages. These market problems have also affected debt securities that are not related to mortgage loans. In addition,
broker-dealers and other market participants have been less willing to make a market in some types of debt instruments, which
has impacted the liquidity of those instruments. These developments also have had a negative effect on the broader economy. There
is a risk that a lack of liquidity or other adverse credit market conditions may hamper the fund’s ability to sell the debt
securities in which it invests or to find and purchase the debt instruments included in its respective Underlying Index.
Private
activity bonds risk. The issuers of private activity bonds in which the fund may invest may
be negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project
itself. Conditions such as regulatory and environmental restrictions and economic downturns may lower the need for these facilities
and the ability of users of the project to pay for the facilities. This could cause a decline in the fund’s NAV. The fund’s
private activity bond holdings also may pay interest subject to the AMT. See “Dividends and Distributions” for more
details.
Industrial
development bond risk. These revenue bonds are issued by or on behalf of public authorities
to obtain funds to finance various public and/or privately operated facilities, including those for business and manufacturing,
housing, sports, pollution control, airport, mass transit, port and parking facilities. These bonds are normally secured only
by the revenues from the project and not by state or local government tax payments. Consequently, the credit quality of these
securities is dependent upon the ability of the user of the facilities financed by the bonds and any guarantor to meet its financial
obligations. Payment of interest on and repayment of principal on such bonds are the responsibility of the user and/or any guarantor.
These bonds are subject to a wide variety of risks, many of which relate to the nature of the specific project. Generally, the
value and credit quality of these bonds are sensitive to the risks related to an economic slowdown.
Special
tax bond risk. Special tax bonds are usually backed and payable through a single tax, or series
of special taxes such as incremental property taxes. The failure of the tax levy to generate adequate revenue to pay the debt
service on the bonds may cause the value of the bonds to decline. Adverse conditions and developments affecting a particular project
may result in lower revenues to the issuer of the municipal securities, which may adversely affect the value of the fund’s
portfolio.
Transportation
bond risk. Transportation bonds may be issued to finance the construction of airports, toll roads,
highways or other transit facilities. Airport bonds are dependent on the general stability of the airline industry and on the
stability of a specific carrier who uses the airport as a hub. Air traffic generally follows broader
economic
trends and is also affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs and availability
also affect other transportation related securities, as do the presence of alternate forms of transportation, such as public transportation.
Municipal securities that are issued to finance a particular transportation project often depend solely on revenues from that
project to make principal and interest payments. Adverse conditions and developments affecting a particular project may result
in lower revenues to the issuer of the municipal securities.
Water
and sewer bond risk. Water and sewer revenue bonds are often considered to have relatively secure
credit as a result of their issuer’s importance, monopoly status and generally unimpeded ability to raise rates. Despite
this, lack of water supply due to insufficient rain, run off or snow pack is a concern that has led to past defaults. Further,
public resistance to rate increases, costly environmental litigation and federal environmental mandates are challenges faced by
issuers of water and sewer bonds.
Interest
rate risk. When interest rates rise, prices of debt securities generally decline. The longer
the duration of the fund’s debt securities, the more sensitive the fund will be to interest rate changes. (As a general
rule, a 1% rise in interest rates means a 1% fall in value for every year of duration.) Recent and potential future changes in
monetary policy made by central banks or governments are likely to affect the level of interest rates. Rising interest rates may
prompt redemptions from the fund. Although the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund
is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests or other
cash needs, the fund may suffer a loss. The fund may be subject to a greater risk of rising interest rates due to the current
period of historically low rates.
Credit
risk. The fund’s performance could be hurt if an issuer of a debt security suffers an adverse
change in financial condition that results in a payment default, security downgrade or inability to meet a financial obligation.
Credit risk is greater for lower-rated securities. Credit ratings may not be an accurate assessment of credit risk.
Some
securities issued by US government agencies or instrumentalities are backed by the full faith and credit of the US government.
Other securities that are supported only by the credit of the issuing agency or instrumentality are subject to greater credit
risk than securities backed by the full faith and credit of the US government. This is because the US government might provide
financial support, but has no obligation to do so, if there is a potential or actual loss of principal or failure to make interest
payments.
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Because
of the rising US government debt burden, it is possible that the US government may not be able to meet its financial obligations
or that securities issued by the US government may experience credit downgrades. Such a credit event may also adversely impact
the financial markets.
For
securities that rely on third-party guarantors to support their credit quality, the same risks may apply if the financial condition
of the guarantor deteriorates or the guarantor ceases insuring municipal bonds. Because guarantors may insure many types of bonds,
including subprime mortgage bonds and other high-risk bonds, their financial condition could deteriorate as a result of events
that have little or no connection to securities owned by the fund.
Geographic
focus risk. To the extent that the Underlying Index and the fund are significantly comprised
of issuers in a single state, region or sector of the municipal securities market, performance can be more volatile than that
of a fund that invests more broadly. As an example, factors affecting a state, region or sector, such as severe fiscal difficulties,
an economic downturn, court rulings, increased expenditures on domestic security or reduced monetary support from the federal
government, could over time impair the ability of a state, region or sector to repay its obligations.
Risks
related to investing in New York. The fund may invest a significant portion of its assets in
New York municipal bonds and, therefore, will have greater exposure to negative political, economic, regulatory or other developments
within the State of New York, including the financial condition of its public authorities and political subdivisions, than a fund
that invests in a broader base of securities. Unfavorable developments in any economic sector may have a substantial impact on
the overall New York municipal market. As the nation’s financial capital, New York’s and New York City’s economy
is heavily dependent on the financial sector and may be sensitive to economic problems affecting the sector. New York and New
York City also face a particularly large degree of uncertainty from interest rate risk and equity market volatility. The New York
and New York City economy tends to be more sensitive to monetary policy actions and to movements in the national and world economies
than the economies of other states. Certain issuers of New York municipal bonds have experienced serious financial difficulties
in the past and reoccurrence of these difficulties may impair the ability of certain New York issuers to pay principal or interest
on their obligations.
Risks
related to investing in California. The fund may invest a significant portion of its assets in
municipal obligations of issuers located in the State of California. Provisions of the California Constitution and state statutes
that limit the taxing and spending authority of California’s governmental entities may impair the ability of California
issuers to pay principal and/or interest on their obligations. While California’s economy is broad, it does have major
concentrations
in high technology, manufacturing, entertainment, agriculture, tourism, construction and services, and may be sensitive to economic
problems affecting those industries. Consequently, the fund may be affected by political, economic, regulatory and other developments
within California and by the financial condition of California’s political subdivisions, agencies, instrumentalities and
public authorities.
Any
deterioration of California’s fiscal situation could increase the risk of investing in California municipal securities,
including the risk of potential issuer default, and could heighten the risk that the prices of California municipal securities
will experience greater volatility. Furthermore, any such deterioration could result in a downgrade of the credit rating of an
issuer of California municipal securities. Future downgrades could reduce the market value of the securities held by the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Certain
other examples of focus risk in the municipal bond market are set forth below:
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Electric utilities bond risk. The electric utilities industry has been experiencing, and
may continue to experience, increased competitive pressures. Federal legislation may open transmission access to any electricity
supplier, although it is not presently known to what extent competition will evolve. Other risks include: (a) the availability
and cost of fuel; (b) the availability and cost of capital; (c) the effects of conservation on energy demand; (d) the effects
of rapidly changing environmental, safety and licensing requirements, and other federal, state and local regulations; (e)
timely and sufficient rate increases and governmental limitations on rates charged to customers; (f) the effects of opposition
to nuclear power; (g) increases in operating costs; and (h) obsolescence of existing equipment, facilities and products.
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Resource recovery bond risk. Resource recovery bonds are a type of revenue bond issued to
build facilities such as solid waste incinerators or waste-to-energy plants. Typically, a private corporation is involved,
at least during the construction phase, and the revenue stream is secured by fees or rents paid by municipalities for use
of the facilities. These bonds are normally secured only by the revenues from the project and not by state or local government
tax receipts. Consequently, the credit quality of these securities is dependent upon the ability of the user of the facilities
financed by the bonds and any guarantor to meet its financial obligations. The viability of a resource recovery project,
environmental protection regulations, and project operator tax incentives may affect the value and credit quality of resource
recovery bonds.
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Lease obligations risk. Lease obligations may have risks not normally associated with general
obligation or other revenue bonds. Leases and installment purchase or conditional sale contracts (which may provide for title
to the leased asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property
and equipment without the necessity of complying with the constitutional statutory requirements generally applicable for
the issuance of debt.
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Certain lease obligations contain “non-appropriation” clauses that provide that
the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated
for that purpose by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease
payments on those lease obligations containing “non-appropriation” clauses are dependent on future legislative
actions. If these legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising
their rights, including disposition of the property.
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Municipal bond market risk. Deteriorating market conditions might cause a general weakness
in the market that reduces the prices of securities in that market. Developments in a particular class of debt securities
or the stock market could also adversely affect the fund by reducing the relative attractiveness of debt securities as an
investment. Also, to the extent that the fund emphasizes debt securities from any given state or region, it could be hurt
if that state or region does not do well.
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Prepayment
and extension risk. When interest rates fall, issuers of high interest debt obligations may
pay off the debts earlier than expected (prepayment risk), and the fund may have to reinvest the proceeds at lower yields. When
interest rates rise, issuers of lower interest debt obligations may pay off the debts later than expected (extension risk), thus
keeping the fund’s assets tied up in lower interest debt obligations. Ultimately, any unexpected behavior in interest rates
could increase the volatility of the fund’s share price and yield and could hurt fund performance. Prepayments could also
create capital gains tax liability in some instances.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in a rising interest rate environment or other circumstances where redemptions from the fund may be higher
than normal.
Liquidity
risk may result from the lack of an active market and the reduced number and capacity of traditional market participants to make
a market in fixed income securities. Liquidity risk also may be magnified in a rising interest rate environment or other circumstances
where investor redemptions from fixed income mutual funds or ETFs may be higher than normal, causing increased supply in the market
due to selling activity. It may also be the case that other market participants may be attempting to liquidate fixed-income holdings
at the same time as the Underlying Funds, causing increased supply in the market and contributing to liquidity risk and downward
pricing pressure.
Tax
risk. Income from municipal securities held by the fund could be declared taxable because of
unfavorable changes in tax laws, adverse interpretations by the Internal Revenue Service or state tax authorities, or noncompliant
conduct of a securities issuer. In addition, because municipal securities that pay interest subject to the AMT may be included
in the Underlying Index without limit, the fund may invest an unlimited amount of its net assets in municipal securities whose
income is subject to the AMT. Further, a portion of the fund’s otherwise exempt-interest distributions may be taxable to
those shareholders subject to the federal AMT.
Pricing
risk. If market conditions make it difficult to value some investments, the fund may value these
investments using more subjective methods, such as fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment’s sale. As a result, you could pay more than the market value
when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Issuer-specific
changes. The value of an individual security or particular type of security may be more volatile
than the market as a whole and may perform differently from the value of the market as a whole.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
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an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. For tax efficiency purposes, the fund may sell certain
securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light
of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying Index.
The
need to comply with the tax diversification and other requirements of the Internal Revenue Code may also impact the fund’s
ability to replicate the performance of its Underlying Index. In addition, if the fund utilizes derivative instruments or holds
other instruments that are not
included
in its Underlying Index, its return may not correlate as well with the returns of its Underlying Index as would be the case if
the fund purchased all the securities in its Underlying Index directly. Actions taken in response to proposed corporate actions
could result in increased tracking error.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
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Investors
should consult their financial intermediary before purchasing or selling shares of the fund. In addition, the securities held
by the fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of the fund based on the fund’s trading volume and market liquidity, and is generally lower
if the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The fund’s investment results are measured based upon the daily
NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results consistent
with those experienced by those APs creating and redeeming shares directly with the fund. In addition, transactions by large shareholders
may account for a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market
price of the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance
costs.
For example, the fund’s or its service providers’ assets or sensitive or confidential information may be misappropriated,
data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may cause the release of private
shareholder information or confidential fund information, interfere with the processing of shareholder transactions, impact the
ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks, disruptions, or failures
involving a fund counterparty could affect such counterparty’s ability to meet its obligations to the fund, which may result
in losses to the fund and its shareholders. Similar types of operational and technology risks are also present for issuers of
securities held by the fund, which could have material adverse consequences for such issuers, and may cause the fund’s investments
to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an exchange or market may close or issue trading
halts on specific securities or the entire market, which may result in the fund being, among other things, unable to buy or sell
certain securities or financial instruments or unable to accurately price its investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations
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where
APs have limited or diminished access to capital required to post collateral) and no other AP is able to step forward to create
and redeem in either of these cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market).
Other
Policies and Risks
While
the previous pages describe the main points of each fund’s strategy and risks, there are a few other matters to know about:
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Each of the policies described herein, including the investment objective and 80% investment policies of each fund, (except
for the Xtrackers Municipal Infrastructure Revenue Bond ETF) constitutes a non-fundamental policy that may be changed by
the Board without shareholder approval. Each fund’s 80% investment policies require 60 days’ prior written notice
to shareholders before they can be changed. Certain fundamental policies of each fund are set forth in the SAI.
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Because each fund seeks to track its Underlying Index, no fund invests defensively and each fund will not invest in money
market instruments or other short-term investments as part of a temporary defensive strategy to protect against potential
market declines.
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■
|
Each fund may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency
purposes.
|
■
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Xtrackers Investment Grade Bond - Interest Rate Hedged ETF and Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
may borrow money under a credit facility to the extent necessary for temporary or emergency purposes, including the funding
of shareholder redemption requests, trade settlements, and as necessary to distribute to shareholders any income necessary
to maintain a fund’s status as a regulated investment company (“RIC”).
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■
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From time to time a third party, the Advisor and/or its affiliates may invest in a fund and hold its investment for a specific
period of time in order for a fund to achieve size or scale. There can be no assurance that any such entity would not redeem
its investment or that the size of a fund would be maintained at such levels. In order to comply with applicable law, it
is possible that the Advisor or its affiliates, to the extent they are invested in a fund, may be required to redeem some
or all of their ownership interests in a fund prematurely or at an inopportune time.
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■
|
Secondary market trading in fund shares may be halted by a stock exchange because of market conditions or other reasons.
In addition, trading in fund shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary
market volatility pursuant to “circuit breaker” rules on the exchange or market. If a trading halt or unanticipated
early closing of a stock exchange occurs, a shareholder may be unable
|
|
to purchase or sell shares of each fund. There can be no assurance that the requirements necessary to maintain the listing
or trading of fund shares will continue to be met or will remain unchanged or that shares will trade with any volume, or
at all, in any secondary market. As with all other exchange traded securities, shares may be sold short and may experience
increased volatility and price decreases associated with such trading activity.
|
■
|
From time to time, a fund may have a concentration of shareholder accounts holding a significant percentage of shares outstanding.
Investment activities of these shareholders could have a material impact on a fund. For example, a fund may be used as an
underlying investment for other registered investment companies.
|
Portfolio
Holdings Information
A
description of the Trust’s policies and procedures with respect to the disclosure of each fund’s portfolio securities
is available in each fund’s SAI. The top holdings of each fund can be found at www.Xtrackers.com. Fund fact sheets provide
information regarding each fund’s top holdings and may be requested by calling 1-855-329-3837 (1-855-DBX-ETFS).
Who
Manages and Oversees the Funds
The
Investment Advisor
DBX
Advisors LLC (“Advisor”), with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for
the fund. Under the oversight of the Board, the Advisor makes the investment decisions, buys and sells securities for the fund
and conducts research that leads to these purchase and sale decisions.
The
Advisor is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed
financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG. Founded in 2010, the Advisor managed
approximately $13.7 billion in 38 operational exchange-traded funds, as of July 1, 2019.
DWS
represents the asset management activities conducted by DWS Group or any of its subsidiaries, including the Advisor and other
affiliated investment advisors.
DWS
is a global organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world’s major investment centers. This well- resourced global investment
platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing
styles.
The
Advisor may utilize the resources of its global investment platform to provide investment management services through branch offices
or affiliates located outside the US. In some cases, the Advisor may also utilize its
Prospectus October 1, 2019
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63
|
Fund Details
|
branch
offices or affiliates located in the US or outside the US to perform certain services, such as trade execution, trade matching
and settlement, or various administrative, back-office or other services. To the extent services are performed outside the US,
such activity may be subject to both US and foreign regulation. It is possible that the jurisdiction in which the Advisor or its
affiliate performs such services may impose restrictions or limitations on portfolio transactions that are different from, and
in addition to, those in the US.
Management
Fee. Under each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially
all expenses of the fund, including the cost of transfer agency, custody, fund administration, compensation paid to the Independent
Board Members, legal, audit and other services, except for the fee payments to the Advisor under the Investment Advisory Agreement
(also known as a “unitary advisory fee”), interest expense, acquired fund fees and expenses, taxes, brokerage expenses,
distribution fees or expenses (if any), litigation expenses and other extraordinary expenses.
For
its services to each fund, during the most recent fiscal year, the Advisor received aggregate unitary advisory fees at the following
annual rates as a percentage of each fund’s average daily net assets.
Fund Name
|
Fee Paid
|
Xtrackers High Yield Corporate
Bond – Interest Rate Hedged ETF
|
0.35%
|
Xtrackers Investment Grade Bond
– Interest Rate Hedged ETF
|
0.25%
|
Xtrackers Emerging Markets Bond
– Interest Rate Hedged ETF
|
0.45%
|
Xtrackers Municipal Infrastructure
Revenue Bond ETF
|
0.15%
|
The
following waivers are currently in effect:
For
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF, the Advisor has contractually agreed through September 30,
2020 to waive fees and/or reimburse the fund’s expenses to limit the fund’s current operating expenses (except for
interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses)
by an amount equal to the Acquired Fund Fees and Expenses attributable to the fund’s investments in the Underlying Funds.
This agreement may only be terminated by the fund’s Board (and may not be terminated by the Advisor) prior to that time.
For
Xtrackers Municipal Infrastructure Revenue Bond ETF, effective February 12, 2019, the Advisor’s unitary advisory fee rate
was reduced from 0.30% to 0.15% of the fund’s average daily net assets. Beginning November 30, 2018 through February 12,
2019, however, the Advisor
received
a reduced unitary advisory fee due to a voluntary expense limitation in effect during that period that limited the fund’s
operating expenses to 0.15% of the fund’s average daily net assets.
A
discussion regarding the basis for the Board's approval of each fund’s Investment Advisory Agreement is contained in the
most recent annual report for the annual period ended May 31. For information on how to obtain shareholder reports, see the back
cover.
Multi-Manager
Structure. The Advisor and the Trust may rely on an exemptive order (the “Order”)
from the SEC that permits the Advisor to enter into investment sub-advisory agreements with unaffiliated and wholly-owned subadvisors
without obtaining shareholder approval. The Advisor, subject to the review and approval of the Board, selects subadvisors for
each fund and supervises, monitors and evaluates the performance of the subadvisor.
The
Order also permits the Advisor, subject to the approval of the Board, to replace subadvisors and amend investment subadvisory
agreements, including fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit a
fund and its shareholders. The Advisor thus has the ultimate responsibility (subject to the ultimate oversight of the Board) to
recommend the hiring and replacement of subadvisors as well as the discretion to terminate any subadvisor and reallocate a fund’s
assets for management among any other subadvisor(s) and itself. This means that the Advisor is able to reduce the subadvisory
fees and retain a larger portion of the management fee, or increase the subadvisory fees and retain a smaller portion of the management
fee. Pursuant to the Order, the Advisor is not required to disclose its contractual fee arrangements with any subadvisor. The
Advisor compensates a subadvisor out of its management fee.
Management
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Prospectus October 1, 2019
|
64
|
Fund Details
|
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 12 years of industry experience. Prior to joining DWS, he was a relationship manager in the Portfolio
Analytics Group at BlackRock Solutions. Previously, he managed overlay accounts at BNY Mellon Beta Management, and was a
senior portfolio manager for fixed income ETFs and mutual funds at Charles Schwab Investment Management.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BS in History, University of California, Irvine; MBA in Finance, University of Hawaii; Financial Risk Certification holder.
|
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2010. Prior to his current role, he was responsible for trading and market making of European fixed income
ETFs, structured funds, index swaps and options within the Fixed Income Derivatives Group in Corporate Banking & Securities,
based out of London.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BTech and MTech (dual degree) in Industrial Engineering & Management, Indian Institute of Technology Kharagnur.
|
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
■
|
Joined DWS in 2016, with 5 years of industry experience. Prior to joining DWS, he was responsible for management of fixed
income mutual funds and ETFs at Charles Schwab Investment Management, where he previously supported portfolio managers and
middle office duties.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BSBA in Finance, University of Arizona.
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 12 years of industry experience. Prior to joining DWS, he was a relationship manager in the Portfolio
Analytics Group at BlackRock Solutions. Previously, he managed overlay accounts at BNY Mellon Beta Management, and was a
senior portfolio manager for fixed income ETFs and mutual funds at Charles Schwab Investment Management.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BS in History, University of California, Irvine; MBA in Finance, University of Hawaii; Financial Risk Certification holder.
|
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2010. Prior to his current role, he was responsible for trading and market making of European fixed income
ETFs, structured funds, index swaps and options within the Fixed Income Derivatives Group in Corporate Banking & Securities,
based out of London.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BTech and MTech (dual degree) in Industrial Engineering & Management, Indian Institute of Technology Kharagnur.
|
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
■
|
Joined DWS in 2016, with 5 years of industry experience. Prior to joining DWS, he was responsible for management of fixed
income mutual funds and ETFs at Charles Schwab Investment Management, where he previously supported portfolio managers and
middle office duties.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BSBA in Finance, University of Arizona.
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
Prospectus October 1, 2019
|
65
|
Fund Details
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2011 with 12 years of industry experience. Prior to joining DWS, he was a relationship manager in the Portfolio
Analytics Group at BlackRock Solutions. Previously, he managed overlay accounts at BNY Mellon Beta Management, and was a
senior portfolio manager for fixed income ETFs and mutual funds at Charles Schwab Investment Management.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BS in History, University of California, Irvine; MBA in Finance, University of Hawaii; Financial Risk Certification holder.
|
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2016.
■
|
Joined DWS in 2010. Prior to his current role, he was responsible for trading and market making of European fixed income
ETFs, structured funds, index swaps and options within the Fixed Income Derivatives Group in Corporate Banking & Securities,
based out of London.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BTech and MTech (dual degree) in Industrial Engineering & Management, Indian Institute of Technology Kharagnur.
|
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2016.
■
|
Joined DWS in 2016, with 5 years of industry experience. Prior to joining DWS, he was responsible for management of fixed
income mutual funds and ETFs at Charles Schwab Investment Management, where he previously supported portfolio managers and
middle office duties.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BSBA in Finance, University of Arizona.
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
■
|
Head of Passive Portfolio Management, Americas: New York.
|
■
|
BS in Finance, Boston College.
|
Brandon
Matsui, CFA, Director. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2011 with 12 years of industry experience. Prior to joining DWS, he was a relationship manager in the Portfolio
Analytics Group at BlackRock Solutions. Previously, he managed overlay accounts at BNY Mellon Beta Management, and was a
senior portfolio manager for fixed income ETFs and mutual funds at Charles Schwab Investment Management.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BS in History, University of California, Irvine; MBA in Finance, University of Hawaii; Financial Risk Certification holder.
|
Tanuj
Dora, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
■
|
Joined DWS in 2010. Prior to his current role, he was responsible for trading and market making of European fixed income
ETFs, structured funds, index swaps and options within the Fixed Income Derivatives Group in Corporate Banking & Securities,
based out of London.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BTech and MTech (dual degree) in Industrial Engineering & Management, Indian Institute of Technology Kharagnur.
|
Alexander
Bridgeforth, Assistant Vice President. Portfolio Manager of the fund. Began managing the fund
in 2017.
■
|
Joined DWS in 2016, with 5 years of industry experience. Prior to joining DWS, he was responsible for management of fixed
income mutual funds and ETFs at Charles Schwab Investment Management, where he previously supported portfolio managers and
middle office duties.
|
■
|
Fixed Income Portfolio Manager, Passive Asset Management: New York.
|
■
|
BSBA in Finance, University of Arizona.
|
Each
fund’s Statement of Additional Information provides additional information about a portfolio manager’s investments
in each fund, a description of the portfolio management compensation structure and information regarding other accounts managed.
Prospectus October 1, 2019
|
66
|
Fund Details
|
Investing
in the Funds
Additional
shareholder information, including how to buy and sell shares of a fund, is available free of charge by calling toll-free: 1-855-329-3837
(1-855-DBX-ETFS) or visiting our website at www.Xtrackers.com.
Buying
and Selling Shares
Shares
of a fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and sold throughout
the trading day at market prices like shares of other publicly-traded companies. The Trust does not impose any minimum investment
for shares of a fund purchased on an exchange. Buying or selling fund shares involves two types of costs that may apply to all
securities transactions. When buying or selling shares of a fund through a broker, you will likely incur a brokerage commission
or other charges determined by your broker. In addition, you may incur the cost of the “spread” – that is, any
difference between the bid price and the ask price. The commission is frequently a fixed amount and may be a significant proportional
cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of a fund based on its
trading volume and market liquidity, and is generally lower if a fund has a lot of trading volume and market liquidity and higher
if a fund has little trading volume and market liquidity.
Shares
of a fund may be acquired or redeemed directly from a fund only in Creation Units or multiples thereof, as discussed in the section
of this Prospectus entitled “Creations and Redemptions.” Only an AP may engage in creation or redemption transactions
directly with a fund. Once created, shares of a fund generally trade in the secondary market in amounts less than a Creation Unit.
The
Board has evaluated the risks of market timing activities by a fund’s shareholders. The Board noted that shares of a fund
can only be purchased and redeemed directly from the fund in Creation Units by APs and that the vast majority of trading in a
fund’s shares occurs on the secondary market. Because the secondary market trades do not involve a fund directly, it is
unlikely those trades would cause many of the harmful effects of market timing, including dilution, disruption of portfolio management,
increases in a fund’s trading costs and the realization of capital gains. With regard to the purchase or redemption of Creation
Units directly with a fund, to the extent effected
in-kind
(i.e., for securities), such trades do not cause any of the harmful effects (as previously noted) that may result from frequent
cash trades. To the extent trades are effected in whole or in part in cash, the Board noted that such trades could result in dilution
to a fund and increased transaction costs, which could negatively impact a fund’s ability to achieve its investment objective.
However, the Board noted that direct trading by APs is critical to ensuring that a fund’s shares trade at or close to NAV.
In addition, a fund imposes both fixed and variable transaction fees on purchases and redemptions of fund shares to cover the
custodial and other costs incurred by a fund in effecting trades. These fees increase if an investor substitutes cash in part
or in whole for securities, reflecting the fact that a fund’s trading costs increase in those circumstances. Given this
structure, the Board determined that with respect to a fund it is not necessary to adopt policies and procedures to detect and
deter market timing of a fund’s shares.
The
national securities exchange on which a fund’s shares are listed is open for trading Monday through Friday and is closed
on weekends and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The
1940 Act imposes certain restrictions on investments by registered investment companies in the securities of other investment
companies, such as the funds. Registered investment companies, except as noted below, are permitted to invest in a fund beyond
applicable 1940 Act limitations, subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust,
including that such investment companies enter into an agreement with the Trust. However, this relief is not available for investments
by registered investment companies in the Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF, because the fund
operates as a “fund-of-funds” by investing in the Underlying Funds.
Shares
of a fund trade on the exchange and under the ticker symbol as shown in the table below.
Prospectus October 1, 2019
|
67
|
Investing in the Funds
|
Fund name
|
Ticker Symbol
|
Stock Exchange
|
Xtrackers High Yield Corporate
Bond –
Interest Rate Hedged ETF
|
HYIH
|
Cboe BZX
Exchange, Inc.
|
Xtrackers Investment Grade Bond
–
Interest Rate Hedged ETF
|
IGIH
|
Cboe BZX
Exchange, Inc.
|
Xtrackers Emerging Markets Bond
–
Interest Rate Hedged ETF
|
EMIH
|
Cboe BZX
Exchange, Inc.
|
Xtrackers Municipal Infrastructure
Revenue Bond ETF
|
RVNU
|
NYSE Arca, Inc.
|
Book
Entry
Shares
of a fund are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of a fund and is recognized as the owner of all shares for all purposes.
Investors
owning shares of a fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities
depository for shares of a fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares,
you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures
of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry
or “street name” form.
Share
Prices
The
trading prices of a fund’s shares in the secondary market generally differ from a fund’s daily NAV per share and are
affected by market forces such as supply and demand, economic conditions and other factors. Information regarding the intraday
value of shares of a fund, also known as the “indicative optimized portfolio value” (“IOPV”), is disseminated
every 15 seconds throughout the trading day by the national securities exchange on which a fund’s shares are listed or by
market data vendors or other information providers. The IOPV is based on the current market value of the securities and/or cash
required to be deposited in exchange for a Creation Unit. The IOPV does not necessarily reflect the precise composition of the
current portfolio of securities held by a fund at a particular point in time nor the best possible valuation of the current portfolio.
Therefore, the IOPV should not be viewed as a “real-time” update of the NAV, which is computed only once a day. The
IOPV is generally determined by using both current market quotations and/or price quotations obtained
from
broker-dealers that may trade in the portfolio securities held by a fund. The quotations of certain fund holdings may not be updated
during US trading hours if such holdings do not trade in the US. Each fund is not involved in, or responsible for, the calculation
or dissemination of the IOPV and makes no representation or warranty as to its accuracy.
Determination
of Net Asset Value
The
NAV of each fund is generally determined once daily Monday through Friday as of the regularly scheduled close of business of the
New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern time) on each day that the NYSE is open for trading.
NAV is calculated by deducting all of a fund’s liabilities from the total value of its assets and dividing the result by
the number of shares outstanding, rounding to the nearest cent. All valuations are subject to review by the Trust’s Board
or its delegate.
In
determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are available
are valued at market value. Debt securities’ values are based on price quotations or other equivalent indications of value
provided by a third-party pricing service. Any such third-party pricing service may use a variety of methodologies to value some
or all of a fund’s debt securities to determine the market price. For example, the prices of securities with characteristics
similar to those held by a fund may be used to assist with the pricing process. In addition, the pricing service may use proprietary
pricing models. In certain cases, some of a fund’s debt securities may be valued at the mean between the last available
bid and ask prices for such securities or, if such prices are not available, at prices for securities of comparable maturity,
quality, and type. Short-term securities for which market quotations are not readily available and money market securities maturing
in 60 days or less are valued at amortized cost. The approximate value of shares of the applicable fund, an amount representing
on a per share basis the sum of the current value of the deposit securities based on their then current market price and the estimated
cash component will be disseminated every 15 seconds throughout the trading day through the facilities of the Consolidated Tape
Association. Generally, trading in non-U.S. securities, U.S. government securities, money market instruments and certain fixed-income
securities is substantially completed each day at various times prior to the close of business on the NYSE. The values of such
securities used in computing the NAV of each fund are determined as of such earlier times. The value of each Underlying Index
will not be calculated and disseminated intra-day. The value and return of each Underlying Index is calculated once each trading
day by the Index Provider based on prices received from the respective markets (including, with respect to each fund other than
Xtrackers Municipal Infrastructure Revenue Bond ETF, the respective international local markets).
Prospectus October 1, 2019
|
68
|
Investing in the Funds
|
If
a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security,
the security will be valued by another method that the Advisor believes will better reflect fair value in accordance with the
Trust’s valuation policies and procedures approved by the Board. Each fund may use fair value pricing in a variety of circumstances,
including but not limited to, situations when the value of a security in a fund’s portfolio has been materially affected
by events occurring after the close of the market on which the security is principally traded (such as a corporate action or other
news that may materially affect the price of a security) or trading in a security has been suspended or halted. Fair value pricing
involves subjective judgments and it is possible that a fair value determination for a security is materially different from the
value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between
the prices used to calculate a fund’s NAV and the prices used by the fund’s Underlying Index. This may adversely affect
a fund’s ability to track its Underlying Index. With respect to securities that are primarily listed on foreign exchanges,
the value of a fund’s portfolio securities may change on days when you will not be able to purchase or sell your shares.
Creations
and Redemptions
Prior
to trading in the secondary market, shares of the funds are “created” at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples thereof (“Creation Units”). The size
of a Creation Unit will be subject to change. Each “creator” or AP (which must be a DTC participant) enters into an
authorized participant agreement (“Authorized Participant Agreement”) with the fund’s distributor, ALPS Distributors,
Inc. (the “Distributor”), subject to acceptance by the Transfer Agent. Only an AP may create or redeem Creation Units.
Creation Units generally are issued and redeemed in exchange for a specific basket of securities approximating the holdings of
a fund and a designated amount of cash. Each fund may pay out a portion of its redemption proceeds in cash rather than through
the in-kind delivery of portfolio securities. Except when aggregated in Creation Units, shares are not redeemable by the fund.
The prices at which creations and redemptions occur are based on the next calculation of NAV after an order is received in a form
described in the Authorized Participant Agreement.
Additional
information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt
of creation and redemption orders) is included in the SAI.
Each
fund intends to comply with the US federal securities laws in accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests
will be sold in transactions
that
would be exempt from registration under the Securities Act of 1933, as amended (“1933 Act”). Further, an AP that is
not a “qualified institutional buyer,” as such term is defined under Rule 144A under the 1933 Act, will not be able
to receive fund securities that are restricted securities eligible for resale under Rule 144A.
Dividends
and Distributions
General
Policies. Dividends from net investment income, if any, are generally declared and paid monthly
by each fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the Trust
may make distributions on a more frequent basis for a fund. The Trust reserves the right to declare special distributions if,
in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company or
to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends
and other distributions on shares of a fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend
payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received
from a fund.
Dividend
Reinvestment Service. No dividend reinvestment service is provided by the Trust. Broker-dealers
may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a fund for reinvestment of
their dividend distributions. Beneficial owners should contact their broker to determine the availability and costs of the service
and the details of participation therein. Brokers may require beneficial owners to adhere to specific procedures and timetables.
If this service is available and used, dividend distributions of both income and realized gains will be automatically reinvested
in additional whole shares of a fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares of a fund will be taxed. The tax information in this Prospectus
is provided as general information. You should consult your own tax professional about the tax consequences of an investment in
shares of a fund.
Unless
your investment in fund shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when a fund makes distributions or you sell fund shares.
Taxes
on Distributions
Distributions
from a fund’s net investment income (other than qualified dividend income), including distributions of income from securities
lending and distributions out of the fund’s net short-term capital gains, if any, are taxable to
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you
as ordinary income. Distributions by a fund of net long-term capital gains in excess of net short-term capital losses (capital
gain dividends) are taxable to you as long- term capital gains, regardless of how long you have held such fund’s shares.
Distributions by a fund that qualify as qualified dividend income are taxable to you at long-term capital gain rates. The maximum
individual rate applicable to “qualified dividend income” and long-term capital gains is generally either 15% or 20%,
depending on whether the individual’s income exceeds certain threshold amounts.
Dividends
paid by the Xtrackers Municipal Infrastructure Revenue Bond ETF that are properly reported as exempt- interest dividends will
not be subject to regular US federal income tax. The fund intends to invest its assets in a manner such that a significant portion
of its dividend distributions to shareholders will generally be exempt from
US
federal income taxes. However, the fund may invest an unlimited amount of its net assets in municipal securities that generate
interest income subject to the AMT for individuals. As a result, a portion of the exempt- interest dividends paid by the fund
may be an item of tax preference to shareholders subject to the AMT. Depending on a shareholder’s state of residence, exempt-interest
dividends from interest earned on municipal securities of a state or its political subdivisions may be exempt in the hands of
such shareholder from income tax in that state. However, income from municipal securities of states other than the shareholder’s
state of residence generally will not qualify for tax-free treatment for such shareholder.
Dividends
are eligible to be qualified dividend income to you, if you meet certain holding period requirements discussed below, if they
are attributable to qualified dividend income received by a fund. Generally, qualified dividend income includes dividend income
from taxable
US
corporations and qualified non- US corporations, provided that a fund satisfies certain holding period requirements in respect
of the stock of such corporations and has not hedged its position in the stock in certain ways. For this purpose, a qualified
non- US corporation means any non- US corporation that is eligible for benefits under a comprehensive income tax treaty with the
United States which includes an exchange of information program or if the stock with respect to which the dividend was paid is
readily tradable on an established United States security market. The term excludes a corporation that is a passive foreign investment
company.
For
a dividend to be treated as qualified dividend income, the dividend must be received with respect to a share of stock held without
being hedged by a fund, and to a share of the fund held without being hedged by you, for 61 days during the 121-day period beginning
at the date which is 60 days before the date on which such share becomes ex-dividend with respect to such dividend or in the case
of certain preferred stock 91 days during the 181-day period beginning 90 days before such date.
Given
the investment strategies of the funds, it is not anticipated that a significant portion of the dividends paid by the funds will
be eligible to reported as qualified dividend income (with respect to an individual shareholder) or for the corporate dividends
received deduction (with respect to a corporate shareholder).
In
general, your distributions are subject to US federal income tax for the year when they are paid. Certain distributions paid in
January, however, may be treated as paid on December 31 of the prior year.
If
a fund’s distributions exceed current and accumulated earnings and profits, all or a portion of the distributions made in
the taxable year may be re-characterized as a return of capital to shareholders. A return of capital distribution generally will
not be taxable but will reduce the shareholder’s cost basis and result in a higher capital gain or lower capital loss when
those shares on which the distribution was received are sold.
If
you are neither a resident nor a citizen of the United States or if you are a non- US entity, a fund’s ordinary income dividends
(which include distributions of net short- term capital gains) will generally be subject to a 30% US withholding tax, unless a
lower treaty rate applies, provided that withholding tax will generally not apply to any gain or income realized by a non- US
shareholder in respect of any distributions of long-term capital gains or upon the sale or other disposition of shares of a fund.
Dividends
and interest received by a fund with respect to non-US securities may give rise to withholding and other taxes imposed by non-US
countries. Tax conventions between certain countries and the United States may reduce or eliminate such taxes. If more than 50%
of the total assets of a fund at the close of a year consist of non- US stocks or securities, the fund may “pass through”
to you certain non- US income taxes (including withholding taxes) paid by the fund. This means that you would be considered to
have received as additional gross income your share of such non- US taxes, but you may, in such case, be entitled to either a
corresponding tax deduction in calculating your taxable income, or, subject to certain limitations, a credit in calculating your
US federal income tax.
If you are a resident or a citizen
of the United States, by law, back-up withholding (currently at a rate of 24%) will apply to your distributions and proceeds if you have not provided a taxpayer identification number or social security number and made
other required certifications.
Taxes
when Shares are Sold
Currently,
any capital gain or loss realized upon a sale of fund shares is generally treated as a long-term gain or loss if the shares have
been held for more than one year. Any capital gain or loss realized upon a sale of fund shares held for one year or less is generally
treated as short-term gain or loss, except that any capital loss on the sale of shares
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held
for six months or less is treated as long-term capital loss to the extent that capital gain dividends were paid with respect to
such shares.
Medicare
Tax
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of US individuals, estates and
trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
The
foregoing discussion summarizes some of the consequences under current US federal tax law of an investment in a fund. It is not
a substitute for personal tax advice. You may also be subject to state and local taxation on fund distributions and sales of shares.
Consult your personal tax advisor about the potential tax consequences of an investment in shares of a fund under all applicable
tax laws.
Authorized
Participants and the Continuous Offering of Shares
Because
new shares may be created and issued on an ongoing basis, at any point during the life of a fund a “distribution,”
as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could
render them statutory underwriters and subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination
of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note
that dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold
allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. For delivery of prospectuses to
exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is available only with respect to transactions on a national securities exchange.
Certain
affiliates of a fund and the Advisor may purchase and resell fund shares pursuant to this prospectus.
Transaction
Fees
APs
are charged standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the
issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay an additional
variable charge (up
to
a maximum of 2% for redemptions, including the standard redemption fee) to compensate for brokerage and market impact expenses.
The standard creation and redemption transaction fee for each fund is set forth in the table below. The maximum redemption fee,
as a percentage of the amount redeemed, is 2%.
Fund Name
|
Fee
|
Xtrackers High Yield Corporate
Bond – Interest Rate Hedged ETF
|
$500
|
Xtrackers Investment Grade Bond
– Interest Rate Hedged ETF
|
$500
|
Xtrackers Emerging Markets Bond
– Interest Rate Hedged ETF
|
$500
|
Xtrackers Municipal Infrastructure
Revenue Bond ETF
|
$500
|
Distribution
The
Distributor distributes Creation Units for each fund on an agency basis. The Distributor does not maintain a secondary market
in shares of a fund. The Distributor has no role in determining the policies of a fund or the securities that are purchased or
sold by a fund. The Distributor’s principal address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
The
Advisor and/or its affiliates may pay additional compensation, out of their own assets and not as an additional charge to a fund,
to selected affiliated and unaffiliated brokers, dealers, participating insurance companies or other financial intermediaries
(“financial representatives”) in connection with the sale and/or distribution of fund shares or the retention and/or
servicing of fund investors and fund shares (“revenue sharing”). For example, the Advisor and/or its affiliates may
compensate financial representatives for providing a fund with “shelf space” or access to a third party platform or
fund offering list or other marketing programs, including, without limitation, inclusion of a fund on preferred or recommended
sales lists, fund “supermarket” platforms and other formal sales programs; granting the Advisor and/ or its affiliates
access to the financial representative’s sales force; granting the Advisor and/or its affiliates access to the financial
representative’s conferences and meetings; assistance in training and educating the financial representative’s personnel;
and obtaining other forms of marketing support.
The
level of revenue sharing payments made to financial representatives may be a fixed fee or based upon one or more of the following
factors: gross sales, current assets and/or number of accounts of a fund attributable to the financial representative, the particular
fund or fund type or other measures as agreed to by the Advisor and/or its affiliates and the financial representatives or any
combination thereof. The amount of these revenue sharing payments is determined at the discretion of the Advisor
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and/or
its affiliates from time to time, may be substantial, and may be different for different financial representatives based on, for
example, the nature of the services provided by the financial representative.
Receipt
of, or the prospect of receiving, additional compensation may influence your financial representative’s recommendation of
a fund. You should review your financial representative’s compensation disclosure and/or talk to your financial representative
to obtain more information on how this compensation may have influenced your financial representative’s recommendation of
the fund. Additional information regarding these revenue sharing payments is included in a fund’s Statement of Additional
Information, which is available to you on request at no charge (see the back cover of this Prospectus for more information on
how to request a copy of the Statement of Additional Information).
It
is possible that broker-dealers that execute portfolio transactions for a fund will include firms that also sell shares of a fund
to their customers. However, the Advisor will not consider the sale of fund shares as a factor in the selection of broker-dealers
to execute portfolio transactions for a fund. Accordingly, the Advisor has implemented policies and procedures reasonably designed
to prevent its traders from considering sales of fund shares as a factor in the selection of broker-dealers to execute portfolio
transactions for a fund. In addition, the Advisor and/or its affiliates will not use fund brokerage to pay for their obligation
to provide additional compensation to financial representatives as described above.
Premium/Discount
Information
Information
regarding how often shares of each fund traded on NYSE Arca or Cboe at a price above (i.e., at a premium) or below (i.e., at a
discount) the NAV of each fund during the past calendar year can be found at www.Xtrackers.com.
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Financial
Highlights
The
financial highlights are designed to help you understand recent financial performance. The figures in the first part of each table
are for a single share. The total return figures represent the percentage that an investor in a fund would have earned (or lost),
assuming all dividends and distributions were reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund’s financial statements, is included in each fund’s
Annual Report (see “For More Information” on the back cover).
Xtrackers
High Yield Corporate Bond — Interest Rate Hedged ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
2016
|
5/31/2015a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$22.68
|
$23.42
|
$22.23
|
$24.57
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)b
|
1.32
|
1.27
|
1.17
|
1.08
|
0.29
|
Net realized and unrealized gain
(loss)
|
(0.82)
|
(0.53)
|
1.30
|
(2.10)
|
(0.51)
|
Total from investment operations
|
0.50
|
0.74
|
2.47
|
(1.02)
|
(0.22)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(1.46)
|
(1.48)
|
(1.28)
|
(1.32)
|
(0.21)
|
Total distributions
|
(1.46)
|
(1.48)
|
(1.28)
|
(1.32)
|
(0.21)
|
Net Asset Value, end of period
|
$21.72
|
$22.68
|
$23.42
|
$22.23
|
$24.57
|
Total Return (%)
|
2.18c
|
3.24c
|
11.40
|
(4.06)
|
(0.87)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
7
|
3
|
11
|
9
|
11
|
Ratio of expenses before fee
waiver (%)
|
0.35e
|
0.35e
|
0.39
|
0.45
|
0.45*
|
Ratio of expenses after fee waiver
(%)
|
0.14e
|
0.33e
|
0.39
|
0.45
|
0.45*
|
Ratio of net investment income
(loss) (%)
|
5.91
|
5.47
|
5.08
|
4.81
|
4.75*
|
Portfolio turnover rate (%)d
|
19
|
50
|
33
|
35
|
13**
|
a
|
For
the period March 3, 2015 (commencement of operations) through May 31, 2015.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
e
|
The
Fund invests in other ETFs and indirectly bears its proportionate shares of fees and expenses incurred by the Underlying
Funds in which the Fund is invested. This ratio does not included these indirect fees and expenses.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
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Financial Highlights
|
Xtrackers
Investment Grade Bond — Interest Rate Hedged ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
2016
|
5/31/2016a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$23.84
|
$24.09
|
$23.79
|
$24.63
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)b
|
0.83
|
0.78
|
0.73
|
0.71
|
0.17
|
Net realized and unrealized gain
(loss)
|
(0.32)
|
(0.28)
|
0.39
|
(0.73)
|
(0.43)
|
Total from investment operations
|
0.51
|
0.50
|
1.12
|
(0.02)
|
(0.26)
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.83)
|
(0.75)
|
(0.82)
|
(0.82)
|
(0.11)
|
Net realized gains
|
(0.48)
|
—
|
—
|
—
|
—
|
Total distributions
|
(1.31)
|
(0.75)
|
(0.82)
|
(0.82)
|
(0.11)
|
Net Asset Value, end of period
|
$23.04
|
$23.84
|
$24.09
|
$23.79
|
$24.63
|
Total Return (%)
|
2.28c
|
2.05
|
4.79
|
(0.04)
|
(1.03)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
7
|
10
|
6
|
5
|
6
|
Ratio of expenses before fee
waiver (%)
|
0.25
|
0.25
|
0.25
|
0.25
|
0.25*
|
Ratio of expenses after fee waiver
(%)
|
0.25
|
0.25
|
0.25
|
0.25
|
0.25*
|
Ratio of net investment income
(loss) (%)
|
3.53
|
3.22
|
3.04
|
3.00
|
2.72*
|
Portfolio turnover rate (%)d
|
25
|
33
|
26
|
14
|
7**
|
a
|
For
the period March 3, 2015 (commencement of operations) through May 31, 2015.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
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|
Financial Highlights
|
Xtrackers
Emerging Markets Bond — Interest Rate Hedged ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
2016
|
5/31/2015a
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$24.36
|
$24.91
|
$23.96
|
$25.03
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)b
|
1.05
|
0.99
|
1.07
|
1.07
|
0.27
|
Net realized and unrealized gain
(loss)
|
(0.29)
|
(0.48)
|
1.18
|
(0.80)
|
(0.04)
|
Total from investment operations
|
0.76
|
0.51
|
2.25
|
0.27
|
0.23
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(1.04)
|
(1.02)
|
(1.30)
|
(1.26)
|
(0.20)
|
Net realized gains
|
(0.98)
|
(0.04)
|
—
|
(0.08)
|
—
|
Total distributions
|
(2.02)
|
(1.06)
|
(1.30)
|
(1.34)
|
(0.20)
|
Net Asset Value, end of period
|
$23.10
|
$24.36
|
$24.91
|
$23.96
|
$25.03
|
Total Return (%)
|
3.31c
|
2.03
|
9.61
|
1.22
|
0.90**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
7
|
9
|
6
|
6
|
6
|
Ratio of expenses before fee
waiver (%)
|
0.45
|
0.45
|
0.47
|
0.50
|
0.50*
|
Ratio of expenses after fee waiver
(%)
|
0.45
|
0.45
|
0.47
|
0.50
|
0.50*
|
Ratio of net investment income
(loss) (%)
|
4.37
|
3.94
|
4.35
|
4.45
|
4.35*
|
Portfolio turnover rate (%)d
|
31
|
48
|
35
|
15
|
1**
|
a
|
For
the period March 3, 2015 (commencement of operations) through May 31, 2015.
|
b
|
Based on average shares outstanding during the period.
|
c
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
*
|
Annualized.
|
**
|
Not
Annualized.
|
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|
Financial Highlights
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$26.52
|
$26.71
|
$27.17
|
$25.49
|
$25.07
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.75
|
0.70
|
0.66
|
0.80
|
0.81
|
Net realized and unrealized gain
(loss)
|
1.18
|
(0.20)
|
(0.46)
|
1.67
|
0.40
|
Total from investment operations
|
1.93
|
0.50
|
0.20
|
2.47
|
1.21
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.75)
|
(0.69)
|
(0.66)
|
(0.79)
|
(0.79)
|
Total distributions
|
(0.75)
|
(0.69)
|
(0.66)
|
(0.79)
|
(0.79)
|
Net Asset Value, end of year
|
$27.70
|
$26.52
|
$26.71
|
$27.17
|
$25.49
|
Total Return (%)
|
7.45b
|
1.87
|
0.77
|
9.89
|
4.88
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
68
|
58
|
60
|
37
|
22
|
Ratio of expenses before fee
waiver (%)
|
0.25
|
0.30
|
0.30
|
0.30
|
0.30
|
Ratio of expenses after fee waiver
(%)
|
0.22
|
0.30
|
0.30
|
0.30
|
0.30
|
Ratio of net investment income
(loss) (%)
|
2.85
|
2.61
|
2.5
|
3.07
|
3.16
|
Portfolio turnover rate (%)c
|
25
|
28
|
0
|
13
|
4
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
c
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
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|
Financial Highlights
|
Appendix
Index
Providers and Licenses
Solactive,
which is not an affiliate of the Advisor, is responsible for the rules-based methodology of the Solactive Indexes. See “Index
Provider” in the SAI. Solactive is not affiliated with the Trust, the Advisor, The Bank of New York Mellon, the Distributor
or any of their respective affiliates.
Solactive
is responsible for administration and calculation of the Solactive Indexes. Solactive is responsible for implementing the methodology
for the composition of the Underlying Indexes.
The
Advisor has entered into a license agreement with the Index Provider to use each Underlying Index. The Advisor sublicenses rights
in an Underlying Index to the Trust at no charge. The Advisor has also entered into a license agreement with a broker-dealer for
the use of certain customized analytical data. All license fees are paid by the Advisor out of its own resources and not the assets
of a fund.
Disclaimers
Xtrackers
High Yield Corporate Bond - Interest Rate Hedged ETF, Xtrackers Investment Grade Bond - Interest Rate Hedged ETF, Xtrackers Emerging
Markets Bond - Interest Rate Hedged ETF and Xtrackers Municipal Infrastructure Revenue Bond ETF (the “funds”) are
not sponsored, endorsed, sold or promoted by Solactive. Neither Solactive nor any other party makes any representation or warranty,
express or implied, to the owners of the funds or any member of the public regarding advisability of investing in funds generally
or in these funds particularly or the ability of the Solactive USD High Yield Corporates Total Market 0-5 Year Index and Solactive
USD High Yield Corporates Total Market High Beta Index (the “Underlying Indexes”) to track general stock market performance.
Solactive is the licensor of certain trademarks, service marks and trade names of Solactive and of the Underlying Indexes that
are determined, composed and calculated by Solactive without regard to the Trust, the Adviser or the funds. Solactive has no obligation
to take the needs of the Adviser or the owners of the funds into consideration in determining, composing or calculating the Underlying
Indexes. Solactive is not responsible for and has not participated in the determination of the timing of, prices at, or quantities
of the funds to be issued or in the determination or calculation of the equation by which the funds are redeemable for cash. Neither
Solactive nor any other party has any obligation or liability to owners of the funds in connection with the administration, marketing
or trading of the funds.
Although
Solactive shall obtain information for inclusion in or for use in the calculation of the indexes from sources that Solactive considers
reliable, neither Solactive nor any other party guarantees the accuracy and/or the completeness of the indexes or any data included
therein. Solactive is not responsible for informing third parties, including but not limited to, investors and/or financial intermediaries
of the funds, of errors in the indexes. Neither Solactive nor any other party makes any warranty, express or implied, as to results
to be obtained by licensee, licensee’s customers and counterparties, owners of the funds, or any other person or entity
from the use of the indexes or any data included hereunder or for any other use. Neither Solactive nor any other party makes any
express or implied warranties, and Solactive hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the indexes or any data included therein. Without limiting any of the foregoing, in no event shall Solactive
or any other party have any liability for direct, indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such damages.
(Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF, Xtrackers Investment Grade Bond – Interest Rate Hedged ETF and
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF only)
Shares
of the Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF, Xtrackers Investment Grade Bond – Interest
Rate Hedged ETF and Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF (the “Cboe funds”) are not sponsored,
endorsed or promoted by Cboe BZX Exchange, Inc. (“Cboe”.) Cboe makes no representation or warranty, express or implied,
to the owners of the shares of the Cboe funds or any member of the public regarding the ability of
Prospectus October 1, 2019
|
77
|
Appendix
|
the
Cboe funds to track the total return performance of the Solactive High Yield Corporate Bond – Interest Rate Hedged Index,
the Solactive Investment Grade Bond – Interest Rate Hedged Index and the Solactive Emerging Markets Bond – Interest
Rate Hedged Index, respectively (the “Underlying Indexes”) or the ability of the Underlying Indexes to track stock
market performance. Cboe is not responsible for, nor has it participated in, the determination of the compilation or the calculation
of the Underlying Indexes, nor in the determination of the timing of, prices of, or quantities of shares of the Cboe funds to
be issued, nor in the determination or calculation of the equation by which the shares are redeemable. Cboe has no obligation
or liability to owners of the shares of the Cboe funds in connection with the administration, marketing or trading of the shares
of the Cboe funds.
Cboe
does not guarantee the accuracy and/ or the completeness of the Underlying Indexes or any data included therein. Cboe makes no
warranty, express or implied, as to results to be obtained by the Trust on behalf of the Cboe funds as licensee, licensee’s
customers and counterparties, owners of the shares of the Cboe funds, or any other person or entity from the use of the subject
index or any data included therein in connection with the rights licensed as described herein or for any other use. Cboe makes
no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event
shall Cboe have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost
profits) even if notified of the possibility of such damages.
(Xtrackers
Municipal Infrastructure Revenue Bond ETF only) Shares of the fund are not sponsored, endorsed
or promoted by NYSE Arca, Inc. (“NYSE Arca”). NYSE Arca makes no representation or warranty, express or implied, to
the owners of the shares of the fund or any member of the public regarding the ability of the fund to track the total return performance
of its Underlying Index or the ability of the Underlying Index to track stock market performance. NYSE Arca is not responsible
for, nor has it participated in, the determination of the compilation or the calculation of the Underlying Index, nor in the determination
of the timing of, prices of, or quantities of shares of the fund to be issued, nor in the determination or calculation of the
equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares of the fund in connection
with the administration, marketing or trading of the shares of the fund.
NYSE
Arca does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein. NYSE Arca makes
no warranty, express or implied, as to results to be obtained by the Trust on behalf of the fund as licensee, licensee’s
customers and counterparties, owners of the shares of the fund, or any other person or entity from the use of the Underlying Index
or any data included therein in connection with the rights licensed as described herein or for any other use. NYSE Arca makes
no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the Underlying Indexes or any data included therein. Without limiting any of the foregoing, in no event
shall NYSE Arca have any liability for any direct, indirect, special, punitive, consequential or any other damages (including
lost profits) even if notified of the possibility of such damages.
(For
all funds) The Advisor does not guarantee the accuracy or the completeness of the Underlying Index
or any data included therein and the Advisor shall have no liability for any errors, omissions or interruptions therein.
The
Advisor makes no warranty, express or implied, to the owners of shares of the fund or to any other person or entity, as to results
to be obtained by the fund from the use of the Underlying Index or any data included therein. The Advisor makes no express or
implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect
to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Advisor have
any liability for any special, punitive, direct, indirect or consequential damages (including lost profits), even if notified
of the possibility of such damages.
Prospectus October 1, 2019
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Appendix
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FOR
MORE INFORMATION:
1-855-329-3837
(1-855-DBX-ETFS)
Copies
of the prospectus, SAI and recent shareholder reports, when available, can be found on our website at www.Xtrackers.com. For more
information about a fund, you may request a copy of the SAI. The SAI provides detailed information about a fund and is incorporated
by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.
If
you have any questions about the Trust or shares of a fund or you wish to obtain the SAI or shareholder report free of charge,
please:
Call:
|
1-855-329-3837 or 1-855-DBX-ETFS
(toll free) Monday through Friday
8:30 a.m. to 6:30 p.m. (Eastern time)
E-mail: dbxquestions@list.db.com
|
Write:
|
DBX ETF Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
|
Information
about a fund (including the SAI), reports and other information about a fund are available on the EDGAR Database on the SEC’s
website at www.sec.gov, and
copies
of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Householding
is an option available to certain fund investors. Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even
if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in
householding and wish to change your householding status.
No
person is authorized to give any information or to make any representations about a fund and their shares not contained in this
prospectus and you should not rely on any other information. Read and keep the prospectus for future reference.
Investment
Company Act File No.: 811-22487
Prospectus
October
1, 2019
Xtrackers Harvest CSI 300 China A-Shares ETF
|
NYSE Arca, Inc.: ASHR
|
Xtrackers MSCI China A Inclusion Equity ETF
|
NYSE Arca, Inc.: ASHX
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
NYSE Arca, Inc.: ASHS
|
Xtrackers MSCI All China Equity ETF
|
NYSE Arca, Inc.: CN
|
The Securities and Exchange
Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
Table of Contents
Your
investment in a fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.
Xtrackers Harvest CSI
300 China A-Shares ETF
Ticker: ASHR
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers Harvest CSI 300 China A-Shares ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the CSI 300 Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
|
|
Management fee
|
0.65
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.65
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$66
|
$208
|
$362
|
$810
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 81% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investments results that correspond generally to the
performance, before fees and expense, of the Underlying Index, which is designed to reflect the price fluctuation and performance
of the China A-Share market and is composed of the 300 largest and most liquid stocks in the China A-Share market. The Underlying
Index includes small-cap, mid-cap, and large-cap stocks. DBX Advisors LLC (the “Advisor”) expects that, over time,
the correlation between the fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or
better. A figure of 100% would indicate perfect correlation.
A-Shares are equity securities
issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”) on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic
of China (“China” or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs. These programs include the Qualified Foreign
Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar amount investment quota by China’s State Administration of Foreign Exchange (“SAFE”) to invest foreign freely
Prospectus October 1, 2019
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Xtrackers Harvest CSI 300 China A-Shares ETF
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convertible currencies (in the case of a QFII) and
RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
Harvest
Global Investments Limited (the “Subadvisor” or “HGI”) is a licensed RQFII and has been granted RQFII
quota for the fund’s investments. The Subadvisor, on behalf of the fund, may invest in A-Shares and other permitted China
securities listed on the Shanghai and Shenzhen Stock Exchanges up to the specified quota amount. The Subadvisor may apply or file
for an increase of the initial RQFII quota subject to certain conditions, including the use of all or substantially all of the
initial quota. There is no guarantee that an application for additional quota will be granted or a filling for additional quota
will not be revoked. The fund may also invest in A-Shares listed and traded on the Shanghai Stock Exchange and Shenzhen Stock
Exchange through the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs (“Stock Connect”).
Stock Connect is a securities trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange
and The Stock Exchange of Hong Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited
and Hong Kong Securities Clearing Company Limited. Stock Connect is designed to permit mutual stock market access between mainland
China and Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through
Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum daily net purchases on any particular
day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading
Hong Kong listed securities trading through the relevant Stock Connect. Accordingly, the fund’s direct investments in A-Shares
will be limited by the quota allocated to the RQFII, i.e., the Subadvisor, or QFII, and by the Daily Quota that limits total purchases
through Stock Connect. Investment companies are not currently within the types of entities that are eligible for an RQFII or QFII
license.
The
Subadvisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Subadvisor
expects to invest directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
Subadvisor to acquire component securities due to limited availability or regulatory restrictions, the Sub- Advisor may use a
representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy.
“Representative sampling” is an indexing strategy that involves investing in a representative sample of securities
that collectively has an investment profile similar to the Underlying Index. The securities selected are expected to have, in
the aggregate, investment characteristics (based on factors such as market capitalization
and
industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those
of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when the Subadvisor is using
a representative sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise the Underlying Index. The fund
will seek to achieve its investment objective by primarily investing directly in A-Shares. Because the fund does not satisfy the
criteria to qualify as an RQFII or QFII itself, the fund intends to invest directly in A-Shares via the quota granted to the Subadvisor
and may also invest through Stock Connect. While the fund intends to invest primarily and directly in A-Shares, the fund also
may invest in securities of issuers not included in the Underlying Index, futures contracts, stock index futures, swap contracts
and other types of derivative instruments, and other pooled investment vehicles, including affiliated and/or foreign investment
companies, that the Advisor and/or Subadvisor believes will help the fund to achieve its investment objective. The remainder of
the fund’s assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances,
the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in A-Shares of Chinese
issuers or in derivative instruments and other securities that provide investment exposure to A-Shares of Chinese issuers. The
fund may invest in depositary receipts.
As
of July 31, 2019, the Underlying Index consisted of 300 securities with an average market capitalization of approximately $16.43
billion and a minimum market capitalization of approximately $2.28 billion.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (33.4%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change over time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Prospectus October 1, 2019
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Xtrackers Harvest CSI 300 China A-Shares ETF
|
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Special
risk considerations relating to the RQFII regime and investments in A-Shares. The Advisor’s
ability to achieve the fund’s investment objective by investing in the component securities of the Underlying Index is dependent
on the continuous availability of A-Shares. Because the fund will not be able to invest directly in A-Shares in excess of the
Subadvisor’s RQFII quota and beyond the limits that may be imposed by Stock Connect, the size of the fund’s direct
investment in A-Shares may be limited. If the Subadvisor’s RQFII quota is or becomes inadequate to meet the investment needs
of the fund or if the Subadvisor is unable to maintain its RQFII status, the Subadvisor may seek to gain exposure to the A-Share
market by investing in securities not included in the Underlying Index, futures contracts, swaps and other derivative instruments,
and other pooled investment vehicles, including foreign and/or affiliated funds, that provide exposure to the A-Share market until
additional RQFII quota
can
be obtained. A reduction in or elimination of the RQFII quota may not only adversely affect the ability of the fund to invest
directly in A-Shares, but also the willingness of swap counterparties to engage in swaps and the performance of pooled investment
vehicles linked to the performance of A-Shares. Therefore, any such reduction or elimination may have a material adverse effect
on the ability of the fund to achieve its investment objective. These risks are compounded by the fact that at present there are
only a limited number of firms and counterparties that have QFII or RQFII status or are otherwise able to obtain investment quota.
In addition, the RQFII quota may be reduced or revoked by Chinese regulators if, among other things, the Subadvisor fails to observe
SAFE and other applicable Chinese regulations, which could also lead to other adverse consequences, including the requirement
that the fund dispose of its A-Shares holdings. There can be no guarantee that the fund will be able to invest in appropriate
futures contracts, swaps and other derivative instruments, and the PRC government may at times restrict the ability of firms regulated
in the PRC to make such instruments available. In addition, there are custody risks associated with investing through an RQFII,
where, due to requirements regarding establishing a custody account in the joint names of the fund and the Subadvisor’s
creditors than if the fund had an account in its name only. If the fund is unable to obtain sufficient exposure to the performance
of the Underlying Index due to the limited availability of RQFII quota or other investments that provide exposure to the performance
of A-Shares, the fund could, among other actions, limit or suspend creations until the Subadvisor determines that the requisite
exposure to the Underlying Index is obtainable. During the period that creations are limited or suspended, the fund could trade
at a significant premium or discount to the NAV and could experience substantial redemptions. Alternatively, the fund could change
its investment objective by, for example, seeking to track an alternative index that does not include A-Shares as its component
securities, or decide to liquidate the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Prospectus October 1, 2019
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Xtrackers Harvest CSI 300 China A-Shares ETF
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Special
risk considerations of investing in China. Investing in securities of Chinese issuers involves
certain risks and considerations not typically associated with investing in securities of US issuers, including, among others,
(i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers,
resulting in lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations
or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets (including
both direct and indirect market stabilization efforts, which may affect valuations of Chinese issuers), whether such intervention
will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of
assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations
on the use of brokers (or action by the Chinese government that discourages brokers from serving international clients), (vii)
higher rates of inflation, (viii) greater political, economic and social uncertainty, (ix) higher market volatility caused by
any potential regional territorial conflicts or natural disasters, (x) the risk of increased trade tariffs, embargoes and other
trade limitations, (xi) restrictions on foreign ownership, (xii) custody risks associated with investing through Stock Connect,
an RQFII or other programs to access the Chinese securities markets, (xiii) both interim and permanent market regulations which
may affect the ability of certain stockholders to sell Chinese securities when it would otherwise be advisable, and (xiv) different
and less stringent financial reporting standards.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for the fund or Underlying Fund. China generally imposes withholding
tax at a rate of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident
in China. China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments
in an issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or
arrangement.
Since
the respective inception of the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs, foreign investors
(including the fund) investing in A-Shares through Stock Connect would be temporarily exempt from the PRC corporate income tax
and value- added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized
gains
from shares in land-rich companies prior to November 17, 2014 has been paid by the fund, while realized gains from shares in non-land-rich
companies prior to November 17, 2014 were granted by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015,
revenue authorities in the PRC made arrangements for the collection of capital gains taxes for investments realized between November
17, 2009 and November 16, 2014. The fund could be subject to tax liability for any tax payments for which reserves have not been
made or that were not previously withheld. The impact of any such tax liability on the fund’s return could be substantial.
The fund may also be liable to the Advisor or Subadvisor for any tax that is imposed on the Advisor or Subadvisor by the PRC with
respect to the fund’s investments. If the fund’s direct investments in A-Shares through the Advisor’s or Subadvisor’s
RQFII quota become subject to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code, and be subject to tax at the fund level. The current PRC tax laws and regulations and
interpretations thereof may be revised or amended in the future, potentially retroactively, including with respect to the possible
liability of the fund for the taxation of income and gains from investments in A-Shares through Stock Connect or obligations of
an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under an
applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign investor such as the
fund is also uncertain. Finally, it is also unclear whether an RQFII would also be eligible for PRC Business Tax (“BT”)
exemption, which has been granted to QFIIs, with respect to gains derived prior to May 1, 2016. In practice, the BT has not been
collected. However, the imposition of such taxes on the fund could have a material adverse effect on the fund’s returns.
Since May 1, 2016, RQFIIs are exempt from PRC value-added tax, which replaced the BT with respect to gains realized from the disposal
of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to the fund and its shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), the fund or Underlying Fund could be
subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such tax liability on the fund’s
or Underlying Fund’s return could be substantial. The fund will be liable to the Advisor or Subadvisor for any Chinese tax
that is imposed on the Advisor or Subadvisor with respect to the fund’s investments.
Prospectus October 1, 2019
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Xtrackers Harvest CSI 300 China A-Shares ETF
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As
described below under “Taxes – Taxes on Distributions,” the fund may elect, for US federal income tax purposes,
to treat Chinese taxes (including withholding taxes) paid by the fund as paid by its shareholders. Even if the fund is qualified
to make that election and does so, however, your ability to claim a credit for certain Chinese taxes may be limited under general
US tax principles.
In
addition, to the extent the fund invests in swaps and other derivative instruments, such investments may be less tax-efficient
from a US tax perspective than direct investment in A-Shares and may be subject to special US federal income tax rules that could
adversely affect the fund. Also the fund may be required to periodically adjust its positions in those instruments to comply with
certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-Shares.
Should
the Chinese government impose restrictions on the fund’s ability to repatriate funds associated with direct investment in
A-Shares, the fund may be unable to satisfy distribution requirements applicable to regulated investment companies (“RICs”)
under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the fund may therefore be subject
to fund-level US federal taxes.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. For example, trading through Stock Connect is subject to the Daily Quota,
which may restrict or preclude the fund’s ability to invest in A-Shares through Stock Connect (“Stock Connect A-Shares”).
In addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, Stock Connect A-Shares generally may not be sold, purchased
or otherwise transferred other than through Stock Connect in accordance with applicable rules. A primary feature of Stock Connect
is the application of the home market’s laws and rules applicable to investors in A-Shares. Therefore, the fund’s
investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing rules, among other restrictions.
Finally, while foreign investors currently are exempted from paying capital gains or value-added taxes on income and gains from
investments in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities
for the fund.
Stock
Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are
available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may
subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the fund to the effects
of leverage, which could increase the fund’s exposure to the market and magnify potential losses. There is no guarantee
that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses
to the fund. The use of derivatives by the fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect
of favorable price movements.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Currency
and repatriation risk. The Underlying Index is calculated in onshore RMB (CNY), whereas the fund’s
reference currency is the US dollar. As a result, the fund’s return may be adversely affected by currency exchange rates.
The value of the US dollar measured against other currencies is influenced by a variety of factors. These factors include: interest
rates, national debt levels and trade deficits, changes in balances of payments and trade, domestic and foreign interest and inflation
rates, global or regional political, economic or financial events, monetary policies of governments, actual or potential government
intervention, global energy prices, political instability and government monetary policies and the buying or selling of currencies
by a country’s government.
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Xtrackers Harvest CSI 300 China A-Shares ETF
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In
addition, the Chinese government heavily regulates the domestic exchange of foreign currencies within China. Chinese law requires
that all domestic transactions must be settled in RMB, places significant restrictions on the remittance of foreign currencies,
and strictly regulates currency exchange from RMB. There is no assurance that there will always be sufficient amounts of RMB for
the fund to remain fully invested. Repatriations by RQFIIs are currently permitted daily and are not subject to repatriation restrictions
or prior regulatory approval. However, there is no assurance that Chinese rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Further, such changes to the Chinese rules and regulations may be applied retroactively.
Any restrictions on repatriation of the fund’s portfolio investments may have an adverse effect on the fund’s ability
to meet redemption requests.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally
liquid
securities may be affected by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’
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closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. The performance of the fund also may diverge from that of the Underlying Index if the Advisor
and/or Subadvisor seek to gain exposure to A-Shares by investing in securities not included in the Underlying Index, derivative
instruments, and other pooled investment vehicles because the Subadvisor’s RQFII quota has become inadequate, the Subadvisor
is unable to maintain its RQFII status, or the Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the
fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying
Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying
Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid/ask spread of the fund may be wider in comparison to the bid/ask spread of other ETFs, due to the Fund’s
exposure to A-Shares. Further, secondary markets may be subject to irregular trading
activity,
wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The
fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares in
the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Cash
transactions risk. Unlike most other ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Paying redemption proceeds in cash rather than through in-kind delivery
of portfolio securities may require the fund to dispose of or sell portfolio investments to obtain the cash needed to distribute
redemption proceeds at an inopportune time. This may cause the fund to recognize gains or losses that it might not have incurred
if it had made a redemption in- kind. As a result, the fund may pay out higher or lower annual capital gains distributions than
ETFs that redeem in kind. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from
the fund directly; all other investors buy and sell shares at market prices on an exchange.
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Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
42.10%
|
December 31, 2014
|
Worst Quarter
|
-30.92%
|
September 30, 2015
|
Year-to-Date
|
27.59%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
5
Years
|
Since
Inception
|
Returns before tax
|
11/6/2013
|
-28.05
|
3.83
|
3.29
|
After tax on distributions
|
11/6/2013
|
-28.27
|
1.86
|
1.39
|
After tax on distributions and sale of fund shares
|
11/6/2013
|
-16.44
|
2.53
|
2.13
|
CSI 300 Index (reflects
no deductions for fees, expenses or taxes)
|
|
-27.64
|
4.66
|
4.21
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
4.48
|
1.06
|
Management
Investment
Advisor
DBX
Advisors LLC
Subadvisor
Harvest
Global Investments Limited
Portfolio
Managers
Kevin
Sung, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
Tom
Chan, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services
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related
to the sale or promotion of the fund. These payments may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial
intermediary’s website for more information.
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Xtrackers MSCI China A
Inclusion Equity ETF
Ticker: ASHX
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI China A Inclusion Equity ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the MSCI China A Inclusion Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.60
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.60
|
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$61
|
$192
|
$335
|
$750
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 180% of the average value of its
portfolio. Prior to June 4, 2018, the fund tracked its prior Underlying Index, the CSI 300 USD Hedged Index (“Prior Underlying
Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the equity market performance of China
A-Shares that are accessible through the Shanghai-Hong Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-
Hong Kong Stock Connect program (“Shenzhen Connect,” and together with Shanghai Connect, “Stock Connect”).
“A-Shares” are equity securities issued by companies incorporated in mainland China and are denominated in renminbi
(“RMB”). Certain eligible A-Shares are traded on the Shanghai Stock Exchange (“SSE”) or Shenzhen Stock
Exchange (“SZSE”). The Underlying Index is designed to track the inclusion of A-Shares in the MSCI Emerging Markets
Index over time and is constructed by MSCI, Inc. (the “Index Provider” or “MSCI”) by applying eligibility
criteria for the MSCI Global Investable Market Indexes (“GIMI”), and then excluding mid- and small-capitalization
A-Shares (as determined by MSCI), A-Shares suspended for trading for more than 50 days in the past 12 months and A-Shares that
are not accessible through Stock Connect. The Underlying Index is weighted by each issuer’s free float-adjusted market capitalization
(i.e., includes only shares that are readily available for trading in the market) available to foreign investors and includes
only large-capitalization
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companies,
as determined by MSCI. The fund intends to invest in A-Shares included in the Underlying Index primarily through Stock Connect.
Stock Connect is a securities trading and clearing program with an aim to achieve mutual stock market access between the People’s
Republic of China (“China” or the “PRC”) and Hong Kong. Stock Connect was developed by Hong Kong Exchanges
and Clearing Limited, the SSE (in the case of Shanghai Connect) or the SZSE (in the case of Shenzhen Connect), and China Securities
Depository and Clearing Corporation Limited (“CSDCC”). Under Stock Connect, the fund’s trading of eligible A-Shares
listed on the SSE or the SZSE, as applicable, would be effectuated through DBX Advisors LLC (the “Advisor”). Trading
through Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum net purchases on any particular
day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading
Hong Kong listed securities trading through the relevant Stock Connect, and as such, buy orders for A-Shares would be rejected
once the Daily Quota is exceeded (although the fund will be permitted to sell A-Shares regardless of the Daily Quota balance).
The Daily Quota is not specific to the fund, but to all investors investing through the Stock Connect. From time to time, other
stock exchanges in China may participate in Stock Connect, and A-Shares listed and traded on such other stock exchanges and accessible
through Stock Connect may be added to the Underlying Index, as determined by MSCI.
Under current regulations in China,
foreign investors can also invest in the PRC’s domestic securities markets through certain market-access programs. These programs include the Qualified Foreign Institutional Investor (“QFII”) program
and the Renminbi Qualified Foreign Institutional Investor (“RQFII”) program, where investors will be required to obtain a license from the China Securities Regulatory Commission (“CSRC”) in
order to participate in these programs. QFII and RQFII investors will also be granted a specific aggregate dollar amount of investment quota by China’s State Administration of Foreign Exchange
(“SAFE”) to invest foreign freely convertible currencies (in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
The
fund intends to invest directly in A-Shares through Stock Connect, but, in the future, may also utilize an RQFII quota applied
for by and granted to the Advisor and/or a subadvisor subsequently appointed for the fund. In the event the Advisor obtains an
RQFII quota, or appoints a subadvisor that has such quota, under certain circumstances, including when the fund’s ability
to invest in A-Shares through Stock Connect is restricted as a result of the Daily Quota or otherwise, the Advisor and/or a sub-
advisor, on behalf of the fund, may invest in A-Shares and other permitted China securities listed on the SSE and SZSE up to the
specified quota amount. The Advisor and/or
a
subadvisor may apply or file for an increase of the initial RQFII quota subject to certain conditions, including the use of all
or substantially all of the initial quota. There is no guarantee that an application for additional quota will be granted or a
filing for additional quota will not be revoked. Accordingly, the fund’s direct investments in A-Shares will be limited
by the Daily Quota of Stock Connect and by the quota allocated to the RQFII or QFII. Investment companies are not currently within
the types of entities that are eligible for an RQFII or QFII license.
The
Advisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Advisor expects
to invest directly in the component securities (or a substantial number of the component securities) of the Underlying Index in
substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the Advisor
to acquire component securities due to limited availability or regulatory restrictions, the Advisor may use a representative sampling
indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when the Advisor is using a representative sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities (including depositary receipts in respect of such securities)
of issuers that comprise the Underlying Index. The fund will seek to achieve its investment objective by primarily investing directly
in A-Shares. Because the fund does not satisfy the criteria to qualify as an RQFII or QFII itself, the fund intends to invest
directly in A-Shares via Stock Connect and, in the future, may also utilize any quota applied for by and granted to the Advisor
and/or a subadvisor. While the fund intends to invest primarily and directly in A-Shares, the fund also may invest in securities
of issuers not included in the Underlying Index, futures contracts, stock index futures, swap contracts and other types of derivative
instruments, and other pooled investment vehicles, including exchange-traded funds (“ETFs”), whether or not managed
by the Advisor, as well as foreign investment companies, that the Advisor believes will help the fund to achieve its investment
objective. The remainder of the fund’s assets will be invested primarily in money market instruments and cash equivalents.
Under normal circumstances, the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment
purposes, in A-Shares of
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Xtrackers MSCI China A Inclusion Equity ETF
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Chinese
issuers or in derivative instruments and other securities that provide investment exposure to A-Shares of Chinese issuers.
As
of July 31, 2019 the Underlying Index consisted of 260 securities with an average market capitalization of approximately $3.50
billion and a minimum market capitalization of approximately $651 million. The Underlying Index is rebalanced quarterly in February,
May, August and November, and thus the fund rebalances its portfolio in a corresponding fashion.
The
fund is classified as a non-diversified fund under the Investment Company Act of 1940, as amended (the “1940 Act”).
The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (33.6%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change over time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Special
risk considerations relating to investments in A-Shares. The Advisor’s ability to achieve
its investment objective by investing in the component securities of the Underlying Index is dependent on the continuous availability
of A-Shares. The fund intends to invest directly in A-Shares through Stock Connect, but, in the future, may also utilize an RQFII
quota applied for by and granted to the Advisor and/or a subadvisor. Because the fund will not be able to invest directly in A-Shares
beyond the Daily Quota to which Stock Connect is subject and in excess of any RQFII quota obtained by the Advisor and/or a subadvisor,
the size of the fund’s direct investment in A-Shares may be limited. If the Daily Quota and/or RQFII quota is or becomes
inadequate to meet the investment needs of the fund or if the Advisor and/or subadvisor becomes unable to maintain its RQFII status,
the Advisor may seek to gain exposure to the A-Share market by investing in securities not included in the Underlying Index, futures
contracts, swaps and other derivative instruments, and other pooled investment vehicles, including foreign and/or affiliated funds,
that provide exposure to the A-Share market until the Daily Quota accommodates the fund’s investment needs and/or additional
RQFII quota can be obtained. A reduction in or elimination of the RQFII quota, or constraints of the Daily Quota, may not only
adversely affect the ability of the fund to invest directly in A-Shares, but also the willingness of swap counterparties to engage
in swaps and the performance of pooled investment vehicles linked to the performance of A-Shares. Therefore, any such reduction
or elimination of the RQFII quota or
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the
constraints of the Daily Quota may have a material adverse effect on the ability of the fund to achieve its investment objective.
These
risks are compounded by the fact that at present there are only a limited number of firms and counterparties that have QFII or
RQFII status or are otherwise able to obtain a QFII or RQFII quota. In addition, an RQFII quota may be reduced or revoked by Chinese
regulators if, among other things, the Advisor and/or a subadvisor fails to observe SAFE and other applicable Chinese regulations,
which could also lead to other adverse consequences, including the requirement that the fund dispose of its A-Shares holdings.
There can be no guarantee that the fund will be able to invest in appropriate futures contracts, swaps and other derivative instruments,
and the PRC government may at times restrict the ability of firms regulated in the PRC to make such instruments available. In
addition, there are custody risks associated with investing through an RQFII, where, due to requirements regarding establishing
a custody account in the joint names of the fund and the RQFII, the fund’s assets may not be as well protected from the
claims of the RQFII’s creditors than if the fund had an account in its name only.
If
the fund is unable to obtain sufficient exposure to the performance of the Underlying Index due to the limited availability of
the Daily Quota, an RQFII quota or other investments that provide exposure to the performance of A-Shares, the fund could, among
other actions, limit or suspend creations until the Advisor determines that the requisite exposure to the Underlying Index is
obtainable. During the period that creations are limited or suspended, the fund could trade at a significant premium or discount
to the NAV and could experience substantial redemptions. Alternatively, the fund could change its investment objective by, for
example, seeking to track an alternative index that does not include A-Shares as its component securities, or decide to liquidate
the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. For example, trading through Stock Connect is subject to
the
Daily Quota, which may restrict or preclude the fund’s ability to invest in A-Shares through Stock Connect (“Stock
Connect A-Shares”). In addition, investments made through Stock Connect are subject to trading, clearance and settlement
procedures that are relatively untested in the PRC, which could pose risks to the fund. Moreover, Stock Connect A-Shares generally
may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. A primary
feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares. Therefore,
the fund’s investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing rules,
among other restrictions. Finally, while foreign investors currently are exempted from paying capital gains or value-added taxes
on income and gains from investments in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected
tax liabilities for the fund.
Stock
Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are
available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may
subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Special
risk considerations of investing in China. Investing in securities of Chinese issuers involves
certain risks and considerations not typically associated with investing in securities of US issuers, including, among others,
(i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers,
resulting in lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations
or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets (including
both direct and indirect market stabilization efforts, which may affect valuations of Chinese issuers), whether such intervention
will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of
assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations
on the use of brokers (or action by the Chinese government that discourages brokers from
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serving
international clients), (vii) higher rates of inflation, (viii) greater political, economic and social uncertainty, (ix) higher
market volatility caused by any potential regional territorial conflicts or natural disasters, (x) the risk of increased trade
tariffs, embargoes and other trade limitations, (xi) restrictions on foreign ownership, (xii) custody risks associated with investing
through Stock Connect, an RQFII or other programs to access the Chinese securities markets, (xiii) both interim and permanent
market regulations which may affect the ability of certain stockholders to sell Chinese securities when it would otherwise be
advisable, and (xiv) different and less stringent financial reporting standards.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for the fund or Underlying Fund. China generally imposes withholding
tax at a rate of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident
in China. China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments
in an issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or
arrangement.
Since
the respective inception of the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs, foreign investors
(including the fund) investing in A-Shares through Stock Connect would be temporarily exempt from the PRC corporate income tax
and value- added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17,
2014 has been paid by the fund, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. The fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on the fund’s return could be substantial. The fund may also be liable to the Advisor or
subadvisor for any tax that is imposed on the Advisor or subadvisor by the PRC with respect to the fund’s investments. If
the fund’s direct investments in A-Shares through the Advisor’s or subadvisor’s RQFII quota become subject to
repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under
the
Internal Revenue Code, and be subject to tax at the fund level. The current PRC tax laws and regulations and interpretations thereof
may be revised or amended in the future, potentially retroactively, including with respect to the possible liability of the fund
for the taxation of income and gains from investments in A-Shares through Stock Connect or obligations of an RQFII. The withholding
taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under an applicable tax treaty, but
the application of such treaties in the case of an RQFII acting for a foreign investor such as the fund is also uncertain. Finally,
it is also unclear whether an RQFII would also be eligible for PRC Business Tax (“BT”) exemption, which has been granted
to QFIIs, with respect to gains derived prior to May 1, 2016. In practice, the BT has not been collected. However, the imposition
of such taxes on the fund could have a material adverse effect on the fund’s returns. Since May 1, 2016, RQFIIs are exempt
from PRC value-added tax, which replaced the BT with respect to gains realized from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to the fund and its shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), the fund or Underlying Fund could be
subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such tax liability on the fund’s
or Underlying Fund’s return could be substantial. The fund will be liable to the Advisor or subadvisor for any Chinese tax
that is imposed on the Advisor or subadvisor with respect to the fund’s investments.
As
described below under “Taxes – Taxes on Distributions,” the fund may elect, for US federal income tax purposes,
to treat Chinese taxes (including withholding taxes) paid by the fund as paid by its shareholders. Even if the fund is qualified
to make that election and does so, however, your ability to claim a credit for certain Chinese taxes may be limited under general
US tax principles.
In
addition, to the extent the fund invests in swaps and other derivative instruments, such investments may be less tax-efficient
from a US tax perspective than direct investment in A-Shares and may be subject to special US federal income tax rules that could
adversely affect the fund. Also the fund may be required to periodically adjust its positions in those instruments to comply with
certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-Shares.
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Should
the Chinese government impose restrictions on the fund’s ability to repatriate funds associated with direct investment in
A-Shares, the fund may be unable to satisfy distribution requirements applicable to regulated investment companies (“RICs”)
under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the fund may therefore be subject
to fund-level US federal taxes.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the fund to the effects
of leverage, which could increase the fund’s exposure to the market and magnify potential losses. There is no guarantee
that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses
to the fund. The use of derivatives by the fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect
of favorable price movements.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Currency
and repatriation risk. The Underlying Index is calculated in onshore RMB (CNY), whereas the fund’s
reference currency is the US dollar. As a result, the fund’s return may be adversely affected by currency exchange rates.
The value of the US dollar measured against other currencies is influenced by a variety of factors. These factors include: interest
rates, national debt levels and trade deficits, changes in balances of payments and trade, domestic and foreign interest and inflation
rates, global or regional political, economic or financial events, monetary policies of governments, actual or potential government
intervention, global energy prices, political instability and government monetary policies and the buying or selling of currencies
by a country’s government.
In
addition, the Chinese government heavily regulates the domestic exchange of foreign currencies within China. Chinese law requires
that all domestic transactions must be settled in RMB, places significant restrictions on the remittance of foreign currencies,
and strictly regulates
currency
exchange from RMB. There is no assurance that there will always be sufficient amounts of RMB for the fund to remain fully invested.
Repatriations by RQFIIs are currently permitted daily and are not subject to repatriation restrictions or prior regulatory approval.
However, there is no assurance that Chinese rules and regulations will not change or that repatriation restrictions will not be
imposed in the future. Further, such changes to the Chinese rules and regulations may be applied retroactively. Any restrictions
on repatriation of the fund’s portfolio investments may have an adverse effect on the fund’s ability to meet redemption
requests.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
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Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. The performance of the fund also may diverge from
that of the Underlying Index if the Advisor and/or subadvisor seek to gain exposure to A-Shares by investing in securities not
included in the Underlying Index, derivative instruments, and other pooled investment vehicles because the
subadvisor’s
RQFII quota has become inadequate, the subadvisor is unable to maintain its RQFII status, or the Stock Connect Daily Quota has
been exhausted. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize
a loss and deviate from the performance of the Underlying Index. In light of the factors discussed above, the fund’s return
may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting
(that is, investors would no longer be able to trade shares in the secondary market). Further, while the creation/redemption feature
is designed to make it likely that shares normally will trade close to the value of the fund’s holdings, disruptions to
creations and redemptions, including disruptions at market makers, APs or market participants, or during periods of significant
market volatility, may result in market prices that differ significantly from the value of the fund’s holdings. Although
market makers will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage
opportunities, there is no guarantee that they will do so. In addition, the securities held by the fund may be traded in markets
that close at a different time than the exchange on which the fund’s shares trade. Liquidity in those securities may be
reduced after the applicable closing times. Accordingly, during the time when the exchange is open but after the applicable market
closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the shares’ NAV is likely
to widen. The bid/ask spread of the fund may be wider in comparison to the bid/ask spread of other ETFs, due to the Fund’s
exposure to A-Shares. Further, secondary markets may be subject to irregular trading activity, wide bid-ask spreads and extended
trade settlement periods, which could cause a material decline in the fund’s NAV. The fund’s investment results are
measured based upon the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience
investment results consistent with those experienced by those APs creating and redeeming shares directly with the fund.
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Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Cash
transactions risk. Unlike most other ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Paying redemption proceeds in cash rather than through in-kind delivery
of portfolio securities may require the fund to dispose of or sell portfolio investments to obtain the cash needed to distribute
redemption proceeds at an inopportune time. This may cause the fund to recognize gains or losses that it might not have incurred
if it had made a redemption in- kind. As a result, the fund may pay out higher or lower annual capital gains distributions than
ETFs that redeem in kind. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from
the fund directly; all other investors buy and sell shares at market prices on an exchange.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country.
For
example, political and economic conditions and changes in regulatory, tax or economic policy in a country could significantly
affect the market in that country and in surrounding or related countries and have a negative impact on the fund’s performance.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
Prior
to June 4, 2018, the fund sought investment results that corresponded generally to the performance, before the fund’s fees
and expenses, of the Prior Underlying Index.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
5.95%
|
June 30, 2017
|
Worst Quarter
|
-14.03%
|
March 31, 2016
|
Year-to-Date
|
26.41%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns
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are
not relevant to investors who hold shares of the fund in tax-deferred accounts such as individual retirement accounts (“IRAs”)
or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
10/20/2015
|
-27.81
|
-6.60
|
After tax on distributions
|
10/20/2015
|
-28.01
|
-9.06
|
After tax on distributions and sale of fund shares
|
10/20/2015
|
-16.35
|
-5.56
|
MSCI China A Inclusion Index (reflects
no deductions for fees, expenses or taxes)
|
|
-28.14
|
-8.07
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
2.94
|
CSI 300 Index (reflects
no deductions for fees, expenses or taxes)
|
|
-27.64
|
4.21
|
Effective
June 4, 2018, the fund changed its Underlying Index to the MSCI China A Inclusion Index and reduced its management fee to 0.60%
of its average daily net assets. Returns reflect performance for the Prior Underlying Index through June 4, 2018.
The
MSCI ACWI ex USA Index replaced the CSI 300 Index as the fund’s broad market benchmark index because the Advisor believes
the MSCI ACWI ex USA Index more accurately reflects the fund’s current investment strategies.
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2015.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000
shares
or multiples thereof (“Creation Units”) to APs who have entered into agreements with ALPS Distributors, Inc., the
fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers MSCI China A Inclusion Equity ETF
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Xtrackers Harvest CSI
500 China A-Shares Small Cap ETF
Ticker: ASHS
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the CSI 500 Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.65
|
Other Expenses
|
None
|
Total annual fund operating expenses
|
0.65
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EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$66
|
$208
|
$362
|
$810
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 16% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to reflect the price fluctuation and performance
of small-cap companies in the China A-Share market and is composed of the 500 smallest and most liquid stocks in the China A-Share
market. DBX Advisors LLC (the “Advisor”) expects that, over time, the correlation between the fund’s performance
and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation.
A-Shares are equity securities
issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”) on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic
of China (“China” or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs. These programs include the Qualified Foreign
Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar amount investment quota by China’s State Administration of Foreign Exchange (“SAFE”) to invest foreign freely convertible currencies
(in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
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Harvest
Global Investments Limited (“HGI” or the “Sub- Advisor”) is a licensed RQFII and has been granted RQFII
quota for the fund’s investments. The Subadvisor, on behalf of the fund, may invest in A-Shares and other permitted China
securities listed on the Shanghai and Shenzhen Stock Exchanges up to the specified quota amount. The Subadvisor may apply or file
for an increase of the initial RQFII quota subject to certain conditions, including the use of all or substantially all of the
initial quota. There is no guarantee that an application for additional quota will be granted or a filing for additional quota
will not be revoked. The fund may also invest in A-Shares listed and traded on the Shanghai Stock Exchange and Shenzhen Stock
Exchange through the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs (“Stock Connect”).
Stock Connect is a securities trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange,
and The Stock Exchange of Hong Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited
and Hong Kong Securities Clearing Company Limited. Stock Connect is designed to permit mutual stock market access between mainland
China and Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through
Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum daily net purchases on any particular
day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading
Hong Kong listed securities trading through the relevant Stock Connect. Accordingly, the fund’s direct investments in A-Shares
will be limited by the quota allocated to the RQFII, i.e., HGI, or QFII, and by the Daily Quota that limits total purchases through
Stock Connect. Investment companies are not currently within the types of entities that are eligible for an RQFII or QFII license.
The
Subadvisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Subadvisor
expects to invest directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
Subadvisor to acquire component securities due to limited availability or regulatory restrictions, the Sub- Advisor may use a
representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy.
“Representative sampling” is an indexing strategy that involves investing in a representative sample of securities
that collectively has an investment profile similar to the Underlying Index. The securities selected are expected to have, in
the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental
characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund
may or
may
not hold all of the securities in the Underlying Index when the Subadvisor is using a representative sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise the Underlying Index. The fund
will seek to achieve its investment objective by primarily investing directly in A-Shares. Because the fund does not satisfy the
criteria to qualify as an RQFII or QFII itself, the fund intends to invest directly in A-Shares via the quota granted to the Subadvisor
and may also invest through Stock Connect. While the fund intends to invest primarily and directly in A-Shares, the fund also
may invest in securities of issuers not included in the Underlying Index, futures contracts, stock index futures, swap contracts
and other types of derivative instruments, and other pooled investment vehicles, including affiliated and/or foreign investment
companies, that the Advisor and/or Sub- Advisor believes will help the fund to achieve its investment objective. The remainder
of the fund’s assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances,
the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in A-Shares of Chinese
small-cap issuers or in derivative instruments and other securities that provide investment exposure to A-Shares of Chinese small-cap
issuers. The fund may invest in depositary receipts.
As
of July 31, 2019, the Underlying Index consisted of 500 securities with an average market capitalization of approximately $2.18
billion and a minimum market capitalization of approximately $535 million.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the information technology (18.8%), industrials (17.9%) and basic materials (16.8%) sectors. The information
technology sector includes companies engaged in developing software and providing data processing and outsourced services, along
with manufacturing and distributing communications equipment, computers and other electronic equipment and instruments. The industrials
sector includes companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction
and engineering, companies that manufacture and distribute electrical equipment and industrial machinery and those that provide
commercial and transportation services and supplies. The basic materials sector includes companies that manufacture chemicals,
construction materials, glass and paper products, as well as metals, minerals and mining companies. To the extent that the fund
tracks the Underlying Index, the fund’s investment in certain sectors may change over time.
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The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Special
risk considerations relating to the RQFII regime and investments in A-Shares. The Advisor’s
ability to achieve the fund’s investment objective by investing in the component securities of the Underlying Index is dependent
on the continuous availability of A-Shares. Because the fund will not be able to invest directly in A-Shares in excess of the
Subadvisor’s RQFII quota and beyond the limits that may be imposed by Stock Connect, the size of the fund’s direct
investment in A-Shares may be limited. If the Subadvisor’s RQFII quota is or becomes inadequate
to
meet the investment needs of the fund or if the Subadvisor is unable to maintain its RQFII status, the Subadvisor may seek to
gain exposure to the A-Share market by investing in securities not included in the Underlying Index, futures contracts, swaps
and other derivative instruments, and other pooled investment vehicles, including foreign and/or affiliated funds, that provide
exposure to the A-Share market until additional RQFII quota can be obtained. A reduction in or elimination of the RQFII quota
may not only adversely affect the ability of the fund to invest directly in A-Shares, but also the willingness of swap counterparties
to engage in swaps and the performance of pooled investment vehicles linked to the performance of A-Shares. Therefore, any such
reduction or elimination may have a material adverse effect on the ability of the fund to achieve its investment objective. These
risks are compounded by the fact that at present there are only a limited number of firms and counterparties that have QFII or
RQFII status or are otherwise able to obtain investment quota. In addition, the RQFII quota may be reduced or revoked by Chinese
regulators if, among other things, the Subadvisor fails to observe SAFE and other applicable Chinese regulations, which could
also lead to other adverse consequences, including the requirement that the fund dispose of its A-Shares holdings. There can be
no guarantee that the fund will be able to invest in appropriate futures contracts, swaps and other derivative instruments, and
the PRC government may at times restrict the ability of firms regulated in the PRC to make such instruments available. In addition,
there are custody risks associated with investing through an RQFII, where, due to requirements regarding establishing a custody
account in the joint names of the fund and the Subadvisor’s creditors than if the fund had an account in its name only.
If the fund is unable to obtain sufficient exposure to the performance of the Underlying Index due to the limited availability
of RQFII quota or other investments that provide exposure to the performance of A-Shares, the fund could, among other actions,
limit or suspend creations until the Subadvisor determines that the requisite exposure to the Underlying Index is obtainable.
During the period that creations are limited or suspended, the fund could trade at a significant premium or discount to the NAV
and could experience substantial redemptions. Alternatively, the fund could change its investment objective by, for example, seeking
to track an alternative index that does not include A-Shares as its component securities, or decide to liquidate the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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in
the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Special
risk considerations of investing in China. Investing in securities of Chinese issuers involves
certain risks and considerations not typically associated with investing in securities of US issuers, including, among others,
(i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers,
resulting in lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations
or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets (including
both direct and indirect market stabilization efforts, which may affect valuations of Chinese issuers), whether such intervention
will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of
assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations
on the use of brokers (or action by the Chinese government that discourages brokers from serving international clients), (vii)
higher rates of inflation, (viii) greater political, economic and social uncertainty, (ix) higher market volatility caused by
any potential regional territorial conflicts or natural disasters, (x) the risk of increased trade tariffs, embargoes and other
trade limitations, (xi) restrictions on foreign ownership, (xii) custody risks associated with investing through Stock Connect,
an RQFII or other programs to access the Chinese securities markets, (xiii) both interim and permanent market regulations which
may affect the ability of certain stockholders to sell Chinese securities when it would otherwise be advisable, and (xiv) different
and less stringent financial reporting standards.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for the fund or Underlying Fund. China generally imposes withholding
tax at a rate of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident
in China. China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments
in an issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or
arrangement.
Since
the respective inception of the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs, foreign investors
(including the fund) investing in A-Shares through Stock Connect would be temporarily
exempt
from the PRC corporate income tax and value- added tax on the gains on disposal of such A-Shares. Dividends would be subject to
PRC corporate income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to
and obtaining approval from the competent tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs,
with respect to capital gains, has been temporarily lifted. The withholding tax relating to the realized gains from shares in
land-rich companies prior to November 17, 2014 has been paid by the fund, while realized gains from shares in non-land-rich companies
prior to November 17, 2014 were granted by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue
authorities in the PRC made arrangements for the collection of capital gains taxes for investments realized between November 17,
2009 and November 16, 2014. The fund could be subject to tax liability for any tax payments for which reserves have not been made
or that were not previously withheld. The impact of any such tax liability on the fund’s return could be substantial. The
fund may also be liable to the Advisor or Subadvisor for any tax that is imposed on the Advisor or Subadvisor by the PRC with
respect to the fund’s investments. If the fund’s direct investments in A-Shares through the Advisor’s or Subadvisor’s
RQFII quota become subject to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code, and be subject to tax at the fund level. The current PRC tax laws and regulations and
interpretations thereof may be revised or amended in the future, potentially retroactively, including with respect to the possible
liability of the fund for the taxation of income and gains from investments in A-Shares through Stock Connect or obligations of
an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under an
applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign investor such as the
fund is also uncertain. Finally, it is also unclear whether an RQFII would also be eligible for PRC Business Tax (“BT”)
exemption, which has been granted to QFIIs, with respect to gains derived prior to May 1, 2016. In practice, the BT has not been
collected. However, the imposition of such taxes on the fund could have a material adverse effect on the fund’s returns.
Since May 1, 2016, RQFIIs are exempt from PRC value-added tax, which replaced the BT with respect to gains realized from the disposal
of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to the fund and its shareholders.
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If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), the fund or Underlying Fund could be
subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such tax liability on the fund’s
or Underlying Fund’s return could be substantial. The fund will be liable to the Advisor or Subadvisor for any Chinese tax
that is imposed on the Advisor or Subadvisor with respect to the fund’s investments.
As
described below under “Taxes – Taxes on Distributions,” the fund may elect, for US federal income tax purposes,
to treat Chinese taxes (including withholding taxes) paid by the fund as paid by its shareholders. Even if the fund is qualified
to make that election and does so, however, your ability to claim a credit for certain Chinese taxes may be limited under general
US tax principles.
In
addition, to the extent the fund invests in swaps and other derivative instruments, such investments may be less tax-efficient
from a US tax perspective than direct investment in A-Shares and may be subject to special US federal income tax rules that could
adversely affect the fund. Also the fund may be required to periodically adjust its positions in those instruments to comply with
certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-Shares.
Should
the Chinese government impose restrictions on the fund’s ability to repatriate funds associated with direct investment in
A-Shares, the fund may be unable to satisfy distribution requirements applicable to regulated investment companies (“RICs”)
under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the fund may therefore be subject
to fund-level US federal taxes.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. For example, trading through Stock Connect is subject to the Daily Quota,
which may restrict or preclude the fund’s ability to invest in A-Shares through Stock Connect (“Stock Connect A-Shares”).
In addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, Stock Connect A-Shares generally may not be sold, purchased
or otherwise transferred other than through Stock Connect in accordance with applicable rules. A primary feature of Stock Connect
is the application of the home market’s laws and rules applicable to investors in A-Shares. Therefore, the fund’s
investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing rules, among other restrictions.
Finally, while foreign investors currently are exempted from paying capital gains or value-added taxes on income
and
gains from investments in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities
for the fund.
Stock
Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are
available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may
subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation; and the risk that the derivative transaction could expose the fund to the effects
of leverage, which could increase the fund’s exposure to the market and magnify potential losses. There is no guarantee
that derivatives, to the extent employed, will have the intended effect, and their use could cause lower returns or even losses
to the fund. The use of derivatives by the fund to hedge risk may reduce the opportunity for gain by offsetting the positive effect
of favorable price movements.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Currency
and repatriation risk. The Underlying Index is calculated in onshore RMB (CNY), whereas the fund’s
reference currency is the US dollar. As a result, the fund’s return may be adversely affected by currency exchange rates.
The value of the US dollar measured against other
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currencies
is influenced by a variety of factors. These factors include: interest rates, national debt levels and trade deficits, changes
in balances of payments and trade, domestic and foreign interest and inflation rates, global or regional political, economic or
financial events, monetary policies of governments, actual or potential government intervention, global energy prices, political
instability and government monetary policies and the buying or selling of currencies by a country’s government.
In
addition, the Chinese government heavily regulates the domestic exchange of foreign currencies within China. Chinese law requires
that all domestic transactions must be settled in RMB, places significant restrictions on the remittance of foreign currencies,
and strictly regulates currency exchange from RMB. There is no assurance that there will always be sufficient amounts of RMB for
the fund to remain fully invested. Repatriations by RQFIIs are currently permitted daily and are not subject to repatriation restrictions
or prior regulatory approval. However, there is no assurance that Chinese rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Further, such changes to the Chinese rules and regulations may be applied retroactively.
Any restrictions on repatriation of the fund’s portfolio investments may have an adverse effect on the fund’s ability
to meet redemption requests.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of qualified personnel. Additionally, the products
of information technology companies may face obsolescence due to rapid technological development and frequent new product introduction
by competitors. Finally, information technology companies are heavily dependent on patent and intellectual property rights, the
loss or impairment of which may adversely affect profitability.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition,
companies
in the industrials sector may be adversely affected by environmental damages, product liability claims and exchange rates.
Basic
materials sector risk. To the extent that the fund invests significantly in the basic materials
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the basic materials sector. Companies engaged in the production and distribution of basic materials may be adversely
affected by changes in world events, political and economic conditions, energy conservation, environmental policies, commodity
price volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and
labor relations.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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factored
into the return of the Underlying Index. Transaction costs, including brokerage costs, will decrease the fund’s NAV to the
extent not offset by the transaction fee payable by an “Authorized Participant” (“AP”). Market disruptions
and regulatory restrictions could have an adverse effect on the fund’s ability to adjust its exposure to the required levels
in order to track the Underlying Index. In addition, to the extent that portfolio management uses a representative sampling approach
(investing in a representative selection of securities included in the Underlying Index rather than all securities in the Underlying
Index) it may cause the fund to not be as well correlated with the return of the Underlying Index as would be the case if the
fund purchased all of the securities in the Underlying Index in the proportions represented in the Underlying Index. Errors in
the Underlying Index data, the Underlying Index computations and/or the construction of the Underlying Index in accordance with
its methodology may occur from time to time and may not be identified and corrected by the index provider for a period of time
or at all, which may have an adverse impact on the fund and its shareholders. In addition, the fund may not be able to invest
in certain securities included in the Underlying Index, or invest in them in the exact proportions in which they are represented
in the Underlying Index, due to legal restrictions or limitations imposed by the governments of certain countries, a lack of liquidity
in the markets in which such securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the
fund calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing
prices (i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. The performance of the fund also may diverge from that of the Underlying Index if the Advisor
and/or Subadvisor seek to gain exposure to A-Shares by investing in securities not included in the Underlying Index, derivative
instruments, and other pooled investment vehicles because the Subadvisor’s RQFII quota has become inadequate, the Subadvisor
is unable to maintain its RQFII status, or the Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the
fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying
Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying
Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and
redeemed
in Creation Units (defined below), the Advisor believes that large discounts or premiums to the NAV of shares should not be sustained
in the long-term. If market makers exit the business or are unable to continue making markets in fund shares, shares may trade
at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade
shares in the secondary market). Further, while the creation/redemption feature is designed to make it likely that shares normally
will trade close to the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at
market makers, APs or market participants, or during periods of significant market volatility, may result in market prices that
differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage of differences
between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so.
In addition, the securities held by the fund may be traded in markets that close at a different time than the exchange on which
the fund’s shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during
the time when the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the
resulting premium or discount to the shares’ NAV is likely to widen. The bid/ask spread of the fund may be wider in comparison
to the bid/ask spread of other ETFs, due to the Fund’s exposure to A-Shares. Further, secondary markets may be subject to
irregular trading activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in
the fund’s NAV. The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing
and selling shares in the secondary market may not experience investment results consistent with those experienced by those APs
creating and redeeming shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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creation
and/or redemption orders, (including in situations where APs have limited or diminished access to capital required to post collateral)
and no other AP is able to step forward to create and redeem in either of these cases, shares may trade at a discount to NAV like
closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” under the Investment Company Act of 1940, as amended. This means that the fund may invest in
securities of relatively few issuers. Thus, the performance of one or a small number of portfolio holdings can affect overall
performance.
Cash
transactions risk. Unlike most other ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Paying redemption proceeds in cash rather than through in-kind delivery
of portfolio securities may require the fund to dispose of or sell portfolio investments to obtain the cash needed to distribute
redemption proceeds at an inopportune time. This may cause the fund to recognize gains or losses that it might not have incurred
if it had made a redemption in- kind. As a result, the fund may pay out higher or lower annual capital gains distributions than
ETFs that redeem in kind. Only APs who have entered into an agreement with the fund’s distributor may redeem shares from
the fund directly; all other investors buy and sell shares at market prices on an exchange.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Small
company risk. Small company stocks tend to be more volatile than medium-sized or large company
stocks. Because stock analysts are less likely to follow small companies, less information about them is available to investors.
Industry-wide reversals may have a greater impact on small companies, since they may lack the financial resources of larger companies.
Small company stocks are typically less liquid than large company stocks.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund
will
perform in the future. Updated performance information is available on the fund’s website at www.Xtrackers.com.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
36.43%
|
March 31, 2015
|
Worst Quarter
|
-38.15%
|
September 30, 2015
|
Year-to-Date
|
18.78%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
5/21/2014
|
-36.32
|
-0.72
|
After tax on distributions
|
5/21/2014
|
-36.32
|
-1.45
|
After tax on distributions and sale of fund shares
|
5/21/2014
|
-21.50
|
-0.63
|
CSI 500 Index (reflects
no deductions for fees, expenses or taxes)
|
|
-36.00
|
1.24
|
MSCI ACWI ex USA Index (reflects
no deductions for fees, expenses or taxes)
|
|
-14.20
|
0.20
|
Management
Investment
Advisor
DBX
Advisors LLC
Subadvisor
Harvest
Global Investments Limited
Portfolio
Managers
Kevin
Sung, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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Tom
Chan, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
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Xtrackers MSCI All
China Equity ETF
Ticker: CN
|
Stock Exchange: NYSE Arca, Inc.
|
Investment
Objective
The
Xtrackers MSCI All China Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI China All Shares Index (the “Underlying Index”).
Fees
and Expenses
These
are the fees and expenses that you will pay when you buy and hold shares. You may also pay brokerage commissions on the purchase
and sale of shares of the fund, which are not reflected in the table.
ANNUAL
FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of
your investment)
Management fee
|
0.50
|
Other Expenses
|
None
|
Acquired funds fees and expenses1
|
0.23
|
Total annual fund operating expenses
|
0.73
|
Fee waiver/expense reimbursement
|
0.23
|
Total annual fund operating expenses
after fee waiver
|
0.50
|
1
“Acquired Fund Fees and Expenses” reflect the fund’s pro
rata share of the fees and expenses incurred by investing primarily in Xtrackers MSCI China A Inclusion Equity ETF (the “Underlying
Fund”) and any other exchange-traded funds (“ETFs”) advised by DBX Advisors LLC (the “Advisor”).
The impact of Acquired Fund Fees and Expenses is included in the total returns of the fund. Acquired Fund Fees and Expenses are
not used to calculate the fund’s net asset value (“NAV”) per share.
To
the extent the fund invests in the shares of an affiliated fund, the Advisor has contractually agreed, until November 14, 2021,
to waive fees and/or reimburse the fund’s expenses to limit the fund’s current operating expenses (except for interest
expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses) by an
amount equal to the acquired fund’s fees and expenses attributable to the fund’s investments in affiliated funds.
In addition, the Advisor has contractually agreed until September 30, 2020, to waive a portion of its management fees to the extent
necessary to prevent the operating expenses of the fund from exceeding 0.50% of the fund’s average daily net
assets.
These agreements may only be terminated by the fund’s Board (and may not be terminated by the Advisor) prior to that time.
EXAMPLE
This
Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example
assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain
the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares
of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because
those fees will not be imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
|
$51
|
$186
|
$359
|
$862
|
PORTFOLIO
TURNOVER
The
fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable
account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund's
performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 102% of the average value of its
portfolio.
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to capture large- and
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Xtrackers MSCI All China Equity ETF
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mid-capitalization
representation across all China securities listed in Hong Kong, Shanghai and Shenzhen. The Underlying Index includes A-Shares,
H-Shares, B-Shares, Red chips and P chips share classes, as well as securities of Chinese companies listed outside of China (e.g.
American depositary receipts). DBX Advisors LLC (the “Advisor”) expects that, over time, the correlation between the
fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would
indicate perfect correlation.
A-Shares are equity securities
issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”) on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic
of China (“China” or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs. These programs include the Qualified Foreign
Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar amount of investment quota by China’s State Administration of Foreign Exchange (“SAFE”) to invest foreign freely convertible
currencies (in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
B-Shares are equity securities
issued by companies incorporated in China and are denominated and traded in U.S. dollars and Hong Kong dollars (“HKD”) on the Shanghai and Shenzhen Stock Exchanges, respectively. B-Shares are available to
foreign investors. H-Shares are equity securities issued by companies incorporated in mainland China and are denominated and traded in HKD on the Hong Kong Stock Exchange and other foreign exchanges.
Red chips and P chips are equity
securities issued by companies incorporated outside of mainland China and listed on the Hong Kong Stock Exchange. Companies that issue Red chips generally base their businesses in mainland China and are controlled,
either directly or indirectly, by the state, provincial or municipal governments of the PRC. Companies that issue P chips generally are nonstate-owned Chinese companies incorporated outside of mainland China that
satisfy the following criteria: (i) the company is controlled by PRC individuals, (ii) the company derives more than 80% of its revenue from the PRC and (iii) the company allocates more than 60% of its assets in the
PRC.
The
Advisor expects to use a representative sampling indexing strategy to seek to track the Underlying Index. As such, the Advisor
expects to invest in a representative sample of the component securities of the Underlying Index that collectively has an investment
profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics
(based on factors such as market capitalization and
industry
weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the
Underlying Index. The Advisor expects to obtain exposure to the A-Share components of the Underlying Index indirectly by investing
in the Xtrackers MSCI China A Inclusion Equity ETF (the “Underlying Fund”). The Advisor may also invest in Xtrackers
Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF (the “Xtrackers Harvest ETFs”,
and together with the Underlying Fund, the “Xtrackers China A-Shares ETFs”) or other affiliated funds advised by the
Advisor and sub-advised by Harvest Global Investments Limited (“HGI”), a licensed RQFII, that invests in A-Shares
directly. Currently, the fund invests in the Underlying Fund. The fund does not currently intend to invest in A-Shares directly.
To obtain exposure to the balance of the Underlying Index, the Advisor intends to invest directly in the components of the Underlying
Index. The Underlying Fund may invest in A-Shares and other permitted China securities listed on the Shanghai and Shenzhen Stock
Exchanges through the Shanghai-Hong Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-Hong Kong Stock
Connect program (“Shenzhen Connect,” and together with Shanghai Connect, “Stock Connect”). Stock Connect
is a securities trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange and The Stock
Exchange of Hong Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited and Hong Kong
Securities Clearing Company Limited. Stock Connect is designed to permit mutual stock market access between mainland China and
Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through Stock Connect
is subject to a daily quota (“Daily Quota”), which limits the maximum net purchases on any particular day by Hong
Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading Hong
Kong listed securities trading through the relevant Stock Connect, and as such, buy orders for A-Shares would be rejected once
the Daily Quota is exceeded (although a fund will be permitted to sell A-Shares regardless of the Daily Quota balance). The Daily
Quota is not specific to any fund, but to all investors investing through the Stock Connect.
The
Xtrackers Harvest ETFs, through their subadvisor, may invest in A-Shares and other permitted China securities listed on the Shanghai
and Shenzhen Stock Exchanges up to the specified quota amount granted to HGI. HGI may apply or file for an increase of the initial
RQFII quota subject to certain conditions, including the use of all or substantially all of the initial quota. There is no guarantee
that an application for additional quota will be granted or a filing for additional quota will not be revoked. The Xtrackers Harvest
ETFs may also invest in A-Shares listed and traded on Stock Connect.
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Xtrackers MSCI All China Equity ETF
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The
Underlying Fund invests directly in A-Shares through Stock Connect. Under Stock Connect, the Underlying Fund’s trading of
eligible A-Shares listed on the SSE or the SZSE, as applicable, would be effectuated through the Advisor. Additionally, the Xtrackers
Harvest ETFs’ direct investments in A-Shares will be limited by the quota allocated to the RQFII, i.e., HGI, or QFII, and
the Daily Quota applicable to Stock Connect. Investment companies are not currently within the types of entities that are eligible
for an RQFII or QFII license. Because the Underlying Fund does not satisfy the criteria to qualify as an RQFII or QFII itself,
the Underlying Fund intends to invest directly in A-Shares via Stock Connect and, in the future, may also utilize any quota applied
for by and granted to the Advisor and/or a subadvisor.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise either directly or indirectly
the Underlying Index or securities with economic characteristics similar to those included in the Underlying Index. While the
fund intends to invest primarily in H-Shares, B-Shares, Red chips, P chips, and shares of the Underlying Fund, the fund also may
invest in securities of issuers not included in the Underlying Index, the Xtrackers Harvest ETFs, futures contracts, stock index
futures, swap contracts and other types of derivative instruments, and other pooled investment vehicles, including affiliated
and/or foreign investment companies, that the Advisor believes will help the fund to achieve its investment objective. The remainder
of the fund’s assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances,
the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity securities
of Chinese companies or in derivative instruments and other securities that provide investment exposure to Chinese companies.
As
of July 31, 2019, the Underlying Index consisted of 692 securities with an average market capitalization of approximately $3.96
billion and a minimum market capitalization of approximately $318 million.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (24.2%), consumer discretionary (17.9%) and communication services (16.2%)
sectors. The financial services sector includes companies involved in banking, consumer finance, asset management and custody
banks, as well as investment banking and brokerage and insurance. The consumer discretionary goods sector includes durable goods,
apparel, entertainment and leisure, and automobiles. The communication services sector includes companies that facilitate communication
and offer related content and information through various mediums. It includes telecom and media and
entertainment
companies including producers of interactive gaming products and companies engaged in content and information creation or distribution
through proprietary platforms. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain
sectors may change over time.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective, as well as numerous
other risks that are described in greater detail in the section of this Prospectus entitled “Additional Information About
Fund Strategies, Underlying Index Information and Risks” and in the Statement of Additional Information (“SAI”).
Because
the fund invests in one or more Underlying Funds, the risks listed here include those of the Underlying Funds as well as those
of the fund itself. Therefore, in these risk descriptions the term “the fund” may refer to the fund itself, one or
more Underlying Funds, or both.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular
Prospectus October 1, 2019
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Xtrackers MSCI All China Equity ETF
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geographic
region, capitalization or sector, the fund’s performance may be affected by the general performance of that region, capitalization
or sector.
Special
risk considerations relating to the RQFII regime and investments in A-Shares. The Advisor’s
ability to achieve the fund’s investment objective by investing in the component securities of the Underlying Index is dependent
on the continuous availability of A-Shares. Because the fund will not be able to invest directly in A-Shares in excess of the
subadvisor’s RQFII quota and beyond the limits that may be imposed by Stock Connect, the size of the fund’s direct
investment in A-Shares may be limited. If the subadvisor’s RQFII quota is or becomes inadequate to meet the investment needs
of the fund or if the subadvisor is unable to maintain its RQFII status, the subadvisor may seek to gain exposure to the A-Share
market by investing in securities not included in the Underlying Index, futures contracts, swaps and other derivative instruments,
and other pooled investment vehicles, including foreign and/or affiliated funds, that provide exposure to the A-Share market until
additional RQFII quota can be obtained. A reduction in or elimination of the RQFII quota may not only adversely affect the ability
of the fund to invest directly in A-Shares, but also the willingness of swap counterparties to engage in swaps and the performance
of pooled investment vehicles linked to the performance of A-Shares. Therefore, any such reduction or elimination may have a material
adverse effect on the ability of the fund to achieve its investment objective. These risks are compounded by the fact that at
present there are only a limited number of firms and counterparties that have QFII or RQFII status or are otherwise able to obtain
investment quota. In addition, the RQFII quota may be reduced or revoked by Chinese regulators if, among other things, the subadvisor
fails to observe SAFE and other applicable Chinese regulations, which could also lead to other adverse consequences, including
the requirement that the fund dispose of its A-Shares holdings. There can be no guarantee that the fund will be able to invest
in appropriate futures contracts, swaps and other derivative instruments, and the PRC government may at times restrict the ability
of firms regulated in the PRC to make such instruments available. In addition, there are custody risks associated with investing
through an RQFII, where, due to requirements regarding establishing a custody account in the joint names of the fund and the subadvisor’s
creditors than if the fund had an account in its name only. If the fund is unable to obtain sufficient exposure to the performance
of the Underlying Index due to the limited availability of RQFII quota or other investments that provide exposure to the performance
of A-Shares, the fund could, among other actions, limit or suspend creations until the subadvisor determines that the requisite
exposure to the Underlying Index is obtainable. During the period that creations are limited or suspended, the fund could trade
at a significant premium or discount to the NAV
and
could experience substantial redemptions. Alternatively, the fund could change its investment objective by, for example, seeking
to track an alternative index that does not include A-Shares as its component securities, or decide to liquidate the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Special
risk considerations of investing in China. Investing in securities of Chinese issuers involves
certain risks and considerations not typically associated with investing in securities of US issuers, including, among others,
(i) more frequent (and potentially widespread) trading suspensions and government interventions with respect to Chinese issuers,
resulting in lack of liquidity and in price volatility, (ii) currency revaluations and other currency exchange rate fluctuations
or blockage, (iii) the nature and extent of intervention by the Chinese government in the Chinese securities markets (including
both direct and indirect market stabilization efforts, which may affect valuations of Chinese issuers), whether such intervention
will continue and the impact of such intervention or its discontinuation, (iv) the risk of nationalization or expropriation of
assets, (v) the risk that the Chinese government may decide not to continue to support economic reform programs, (vi) limitations
on the use of brokers (or action by the Chinese government that discourages brokers from serving international clients), (vii)
higher rates of inflation, (viii) greater political, economic and social uncertainty, (ix) higher market volatility caused by
any potential regional territorial conflicts or natural disasters, (x) the risk of increased trade tariffs, embargoes and other
trade limitations, (xi) restrictions on foreign ownership, (xii) custody risks associated with investing through Stock Connect,
an RQFII or other programs to access the Chinese securities markets, (xiii) both interim and permanent market regulations which
may affect the ability of certain stockholders to sell Chinese securities when it would otherwise be advisable, and (xiv) different
and less stringent financial reporting standards.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to
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the
performance of an Underlying Fund. The fund’s investments in other investment companies subject the fund to the risks affecting
those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for the fund or Underlying Fund. China generally imposes withholding
tax at a rate of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident
in China. China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments
in an issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or
arrangement.
Since
the respective inception of the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs, foreign investors
(including the fund) investing in A-Shares through Stock Connect would be temporarily exempt from the PRC corporate income tax
and value- added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17,
2014 has been paid by the fund, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. The fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on the fund’s return could be substantial. The fund may also be liable to the Advisor or
subadvisor for any tax that is imposed on the Advisor or subadvisor by the PRC with respect to the fund’s investments. If
the fund’s direct investments in A-Shares through the Advisor’s or subadvisor’s RQFII quota become subject to
repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under the Internal Revenue
Code, and be subject to tax at the fund level. The current PRC tax laws and regulations and interpretations thereof may be revised
or amended in the future, potentially retroactively, including with respect to
the
possible liability of the fund for the taxation of income and gains from investments in A-Shares through Stock Connect or obligations
of an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under
an applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign investor such as the
fund is also uncertain. Finally, it is also unclear whether an RQFII would also be eligible for PRC Business Tax (“BT”)
exemption, which has been granted to QFIIs, with respect to gains derived prior to May 1, 2016. In practice, the BT has not been
collected. However, the imposition of such taxes on the fund could have a material adverse effect on the fund’s returns.
Since May 1, 2016, RQFIIs are exempt from PRC value-added tax, which replaced the BT with respect to gains realized from the disposal
of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to the fund and its shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), the fund or Underlying Fund could be
subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such tax liability on the fund’s
or Underlying Fund’s return could be substantial. The fund will be liable to the Advisor or subadvisor for any Chinese tax
that is imposed on the Advisor or subadvisor with respect to the fund’s investments.
As
described below under “Taxes – Taxes on Distributions,” the fund may elect, for US federal income tax purposes,
to treat Chinese taxes (including withholding taxes) paid by the fund as paid by its shareholders. Even if the fund is qualified
to make that election and does so, however, your ability to claim a credit for certain Chinese taxes may be limited under general
US tax principles.
In
addition, to the extent the fund invests in swaps and other derivative instruments, such investments may be less tax-efficient
from a US tax perspective than direct investment in A-Shares and may be subject to special US federal income tax rules that could
adversely affect the fund. Also the fund may be required to periodically adjust its positions in those instruments to comply with
certain regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-Shares.
Should
the Chinese government impose restrictions on the fund’s ability to repatriate funds associated with direct investment in
A-Shares, the fund may be unable to satisfy distribution requirements applicable to regulated investment companies (“RICs”)
under the Internal Revenue
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Code
of 1986, as amended (the “Internal Revenue Code”), and the fund may therefore be subject to fund-level US federal
taxes.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. For example, trading through Stock Connect is subject to the Daily Quota,
which may restrict or preclude the fund’s ability to invest in A-Shares through Stock Connect (“Stock Connect A-Shares”).
In addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, Stock Connect A-Shares generally may not be sold, purchased
or otherwise transferred other than through Stock Connect in accordance with applicable rules. A primary feature of Stock Connect
is the application of the home market’s laws and rules applicable to investors in A-Shares. Therefore, the fund’s
investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing rules, among other restrictions.
Finally, while foreign investors currently are exempted from paying capital gains or value-added taxes on income and gains from
investments in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities
for the fund.
Stock
Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking services are
available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock Connect may
subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Depositary
receipt risk. Depositary receipts involve similar risks to those associated with investments
in securities of non-US issuers. Depositary receipts also may be less liquid than the underlying shares in their primary trading
market.
Derivatives
risk. Risks associated with derivatives include the risk that the derivative is not well correlated
with the security, index or currency to which it relates; the risk that derivatives may result in losses or missed opportunities;
the risk that the fund will be unable to sell the derivative because of an illiquid secondary market; the risk that a counterparty
is unwilling or unable to meet its obligation;
and
the risk that the derivative transaction could expose the fund to the effects of leverage, which could increase the fund’s
exposure to the market and magnify potential losses. There is no guarantee that derivatives, to the extent employed, will have
the intended effect, and their use could cause lower returns or even losses to the fund. The use of derivatives by the fund to
hedge risk may reduce the opportunity for gain by offsetting the positive effect of favorable price movements.
Counterparty
risk. A financial institution or other counterparty with whom the fund does business, or that
underwrites, distributes or guarantees any investments or contracts that the fund owns or is otherwise exposed to, may decline
in financial health and become unable to honor its commitments. This could cause losses for the fund or could delay the return
or delivery of collateral or other assets to the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Communication
services sector risk. To the extent that the fund invests significantly in the communication
services sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater
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extent
on, the overall condition of the communication services sector. Companies in the communications services sector can be adversely
affected by, among other things, changes in government regulation, intense competition, dependency on patent protection, equipment
incompatibility, changing consumer preferences, technological obsolescence, and large capital expenditures and debt burdens.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an
adverse
effect on the fund’s ability to adjust its exposure to the required levels in order to track the Underlying Index. In addition,
to the extent that portfolio management uses a representative sampling approach (investing in a representative selection of securities
included in the Underlying Index rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated
with the return of the Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index
in the proportions represented in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations
and/or the construction of the Underlying Index in accordance with its methodology may occur from time to time and may not be
identified and corrected by the index provider for a period of time or at all, which may have an adverse impact on the fund and
its shareholders. In addition, the fund may not be able to invest in certain securities included in the Underlying Index, or invest
in them in the exact proportions in which they are represented in the Underlying Index, due to legal restrictions or limitations
imposed by the governments of certain countries, a lack of liquidity in the markets in which such securities trade, potential
adverse tax consequences or other regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and
the value of the Underlying Index is based on securities’ closing prices (i.e., the value of the Underlying Index is not
based on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected. The performance
of the fund also may diverge from that of the Underlying Index if the Advisor and/or subadvisor seek to gain exposure to A-Shares
by investing in securities not included in the Underlying Index, derivative instruments, and other pooled investment vehicles
because the subadvisor’s RQFII quota has become inadequate, the subadvisor is unable to maintain its RQFII status, or the
Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the fund may sell certain securities, and such sale
may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed
above, the fund’s return may deviate significantly from the return of the Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from the NAV
during periods of market volatility. The Advisor cannot predict whether shares will trade above, below or at their NAV. Given
the fact that shares can be created and redeemed in Creation Units (defined below), the Advisor believes that large discounts
or premiums to the NAV of shares should not be sustained in the long-term. If market makers exit the business or are unable to
continue making markets in fund shares, shares may trade at a discount to
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NAV
like closed-end fund shares and may even face delisting (that is, investors would no longer be able to trade shares in the secondary
market). Further, while the creation/redemption feature is designed to make it likely that shares normally will trade close to
the value of the fund’s holdings, disruptions to creations and redemptions, including disruptions at market makers, APs
or market participants, or during periods of significant market volatility, may result in market prices that differ significantly
from the value of the fund’s holdings. Although market makers will generally take advantage of differences between the NAV
and the market price of fund shares through arbitrage opportunities, there is no guarantee that they will do so. In addition,
the securities held by the fund may be traded in markets that close at a different time than the exchange on which the fund’s
shares trade. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when
the exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium
or discount to the shares’ NAV is likely to widen. The bid/ask spread of the fund may be wider in comparison to the bid/ask
spread of other ETFs, due to the Fund’s exposure to A-Shares. Further, secondary markets may be subject to irregular trading
activity, wide bid-ask spreads and extended trade settlement periods, which could cause a material decline in the fund’s
NAV. The fund’s investment results are measured based upon the daily NAV of the fund. Investors purchasing and selling shares
in the secondary market may not experience investment results consistent with those experienced by those APs creating and redeeming
shares directly with the fund.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases,
shares
may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be
able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Medium-sized
company risk. Medium-sized company stocks tend to be more volatile than large company stocks.
Because stock analysts are less likely to follow medium-sized companies, less information about them is available to investors.
Industry-wide reversals may have a greater impact on medium-sized companies, since they lack the financial resources of larger
companies. Medium-sized company stocks are typically less liquid than large company stocks.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Past
Performance
The
bar chart and table below provide some indication of the risks of investing in the fund by showing changes in the fund’s
performance from year to year and by showing how the fund’s average annual returns compare with those of the Underlying
Index and a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily
an indication of how the fund will perform in the future. Updated performance information is available on the fund’s website
at www.Xtrackers.com.
Effective
November 30, 2015, changes were made to the fund’s investment objective. Prior to November 30, 2015, the fund sought investment
results that corresponded
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generally
to the performance, before fees and expenses, of the MSCI All China Index. Thus, performance prior to that date reflects the fund’s
prior investment objective.
CALENDAR
YEAR TOTAL RETURNS(%)
|
Returns
|
Period ending
|
Best Quarter
|
13.62%
|
December 31, 2015
|
Worst Quarter
|
-26.70%
|
September 30, 2015
|
Year-to-Date
|
16.94%
|
June 30, 2019
|
Average
Annual Total Returns
(For periods ended 12/31/2018 expressed as a %)
All
after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of any state or local tax. Your own actual after-tax returns will depend on your tax situation and may differ from
what is shown here. After-tax returns are not relevant to investors who hold shares of the fund in tax-deferred accounts such
as individual retirement accounts (“IRAs”) or employee-sponsored retirement plans.
|
Inception Date
|
1
Year
|
Since
Inception
|
Returns before tax
|
4/30/2014
|
-22.29
|
9.19
|
After tax on distributions
|
4/30/2014
|
-22.76
|
7.14
|
After tax on distributions and sale of fund shares
|
4/30/2014
|
-13.02
|
6.61
|
MSCI China All Shares Index (reflects
no deductions for fees, expenses or taxes)
|
|
-23.27
|
7.47
|
Management
Investment
Advisor
DBX
Advisors LLC
Portfolio
Managers
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2014.
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
Purchase
and Sale of Fund Shares
The
fund is an exchange-traded fund (commonly referred to as an “ETF”). Individual fund shares may only be purchased and
sold through a brokerage firm. The price of fund shares is based on market price, and because ETF shares trade at market prices
rather than NAV, shares may trade at a price greater than NAV (a premium) or less than NAV (a discount). The fund will only issue
or redeem shares that have been aggregated into blocks of 50,000 shares or multiples thereof (“Creation Units”) to
APs who have entered into agreements with ALPS Distributors, Inc., the fund’s distributor.
Tax
Information
The
fund's distributions are generally taxable to you as ordinary income or capital gains, except when your investment is in an IRA,
401(k), or other tax-deferred investment plan. Any withdrawals you make from such tax- advantaged investment plans, however, may
be taxable to you.
Payments
to Broker-Dealers and
Other Financial Intermediaries
If
you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank), the Advisor or other
related companies may pay the intermediary for marketing activities and presentations, educational training programs, the support
of technology platforms and/or reporting systems or other services related to the sale or promotion of the fund. These payments
may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the
fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.
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Fund Details
Additional
Information About Fund Strategies, Underlying Index Information and Risks
Xtrackers Harvest CSI 300 China A-Shares ETF
Investment
Objective
The
Xtrackers Harvest CSI 300 China A-Shares ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the CSI 300 Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investments results that correspond generally to the
performance, before fees and expense, of the Underlying Index, which is designed to reflect the price fluctuation and performance
of the China A-Share market and is composed of the 300 largest and most liquid stocks in the China A-Share market. The Underlying
Index includes small-cap, mid-cap, and large-cap stocks. DBX Advisors LLC (the “Advisor”) expects that, over time,
the correlation between the fund’s performance and that of the Underlying Index, before fees and expenses, will be 95% or
better. A figure of 100% would indicate perfect correlation.
A-Shares
are equity securities issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”)
on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic of China (“China”
or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs.
These programs include the Qualified Foreign Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional
Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar amount investment quota by China’s State Administration
of Foreign Exchange (“SAFE”) to invest foreign freely convertible currencies (in the case of a QFII) and RMB (in the
case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
Harvest
Global Investments Limited (the “Subadvisor” or “HGI”) is a licensed RQFII and has been granted RQFII
quota for the fund’s investments. The Subadvisor, on behalf of the fund, may invest in A-Shares and other permitted China
securities listed on the Shanghai and Shenzhen Stock Exchanges up to the specified quota amount. The Subadvisor may apply or file
for an increase of the initial RQFII quota subject to certain conditions, including the use of all or substantially all of the
initial quota. There is no guarantee that an application for additional quota will be granted or a filling for additional quota
will not be revoked. The fund may also invest in A-Shares listed and traded on the Shanghai Stock Exchange and Shenzhen Stock
Exchange through the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs (“Stock Connect”).
Stock Connect is a securities trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange
and The Stock Exchange of Hong Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited
and Hong Kong Securities Clearing Company Limited. Stock Connect is designed to permit mutual stock market access between mainland
China and Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through
Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum daily net purchases on any particular
day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading
Hong Kong listed securities trading through the relevant Stock Connect. Accordingly, the fund’s direct investments in A-Shares
will be limited by the quota allocated to the RQFII, i.e., the Subadvisor, or QFII, and by the Daily Quota that limits total purchases
through Stock Connect. Investment companies are not currently within the types of entities that are eligible for an RQFII or QFII
license.
The
Subadvisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Subadvisor
expects to invest directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
Subadvisor to acquire
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Fund Details
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component
securities due to limited availability or regulatory restrictions, the Sub- Advisor may use a representative sampling indexing
strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative sampling”
is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile
similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based
on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and
yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in
the Underlying Index when the Subadvisor is using a representative sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise the Underlying Index. The fund
will seek to achieve its investment objective by primarily investing directly in A-Shares. Because the fund does not satisfy the
criteria to qualify as an RQFII or QFII itself, the fund intends to invest directly in A-Shares via the quota granted to the Subadvisor
and may also invest through Stock Connect. While the fund intends to invest primarily and directly in A-Shares, the fund also
may invest in securities of issuers not included in the Underlying Index, futures contracts, stock index futures, swap contracts
and other types of derivative instruments, and other pooled investment vehicles, including affiliated and/or foreign investment
companies, that the Advisor and/or Subadvisor believes will help the fund to achieve its investment objective. The remainder of
the fund’s assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances,
the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in A-Shares of Chinese
issuers or in derivative instruments and other securities that provide investment exposure to A-Shares of Chinese issuers. The
fund may invest in depositary receipts. The fund will not invest in any unlisted depositary receipt or any depositary receipt
that the Advisor and/or Subadvisor deem illiquid at the time of purchase or for which pricing information is not readily available.
As
of July 31, 2019, the Underlying Index consisted of 300 securities with an average market capitalization of approximately $16.43
billion and a minimum market capitalization of approximately $2.28 billion.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (33.4%) sector. The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well
as
investment banking and brokerage and insurance. To the extent that the fund tracks the Underlying Index, the fund’s investment
in certain sectors may change over time.
The
Subadvisor intends to fully (or at least substantially) replicate the fund’s Underlying Index, but may pursue a representative
sampling indexing strategy in circumstances where there is limited availability of component securities or regulatory restrictions
that inhibit the transferability of component securities. In addition, from time to time, the Subadvisor may choose to underweight
or overweight a security in the fund’s Underlying Index, purchase securities not included in the Underlying Index that the
Subadvisor believes are appropriate to substitute for certain securities in the Underlying Index, or utilize various combinations
of other available investment techniques to seek to track, before fees and expenses, the performance of the Underlying Index.
The fund also may seek to gain exposure to A-Shares through means other than the use of the Subadvisor’s RQFII quota, including
Stock Connect, obtaining a QFII quota or any other method permitted by PRC law and consistent with the fund’s investment
policies. The Subadvisor may also sell securities that are represented in the fund’s Underlying Index in anticipation of
their removal from the Underlying Index or purchase securities not represented in the Underlying Index in anticipation of their
addition to the Underlying Index.
The
fund may invest its assets in other securities, including, but not limited to: (i) swap contracts, (ii) interests in pooled investment
vehicles, including affiliated and foreign funds (certain funds may not be registered under the Investment Company Act of 1940,
as amended (the “1940 Act”) and therefore, not subject to the same investor protections as the fund), (iii) securities
not in the Underlying Index, including: (a) depositary receipts (depositary receipts, including American depositary receipts (“ADRs”)
may be used by the fund in seeking performance that corresponds to the fund’s Underlying Index and in managing cash flows,
and they may count towards compliance with the fund’s 80% investment policies) , (iv) cash and cash equivalents, (v) money
market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor,
HGI or their affiliates subject to applicable limitations under the 1940 Act, or exemptions therefrom), (vi) convertible securities,
(vii) structured notes (notes on which the amount of principal repayment and interest payments are based on the movement of one
or more specified factors, such as the movement of a particular stock or stock index), and (viii) futures contracts, options on
futures contracts, and other types of options related to the Underlying Index. A futures contract is a standardized exchange-traded
agreement to buy or sell a specific quantity of an underlying instrument at a specific price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or
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index
weighting of one or more constituents of the index that the fund is designed to track. Shareholder approval will not be sought
when the fund crosses from diversified to non-diversified status under such circumstances.
Underlying
Index Information
Xtrackers
Harvest CSI 300 China A-Shares ETF Index Description.
The
Underlying Index is calculated and maintained by China Securities Index Co., Ltd. (the “Index Provider” or “CSI”).
The
Underlying Index is a modified free-float market capitalization weighted index composed of the largest and most liquid stocks
in the China A-Share market. Constituent stocks for the Underlying Index must have been listed on either the Shanghai Stock Exchange
or the Shenzhen Stock Exchange for more than three months (unless the stock’s average daily A-Share market capitalization
since its initial listing ranks among the top 30 of all A-Shares), have demonstrated positive performance, and not be subject
to abnormal volatility or other evidence of possible market manipulation. If an issuer has reported a loss in its annual report
or semi-annual report, the issuer’s stock will not be eligible for inclusion in the Underlying Index. In addition, if an
issuer experiences stock price volatility that is not attributable to market demand and supply factors, but rather the possible
result of market manipulation, the Index Provider will take such factor into consideration when determining whether the issuer
is eligible for inclusion or continued inclusion in the Underlying Index. When determining eligibility, the Index Provider also
may consider other factors, such as whether the issuer has been subject to any administrative penalty or regulatory investigation.
As of July 31, 2019, the Underlying Index consisted of 300 securities with an average market capitalization of approximately $16.43
billion and a minimum market capitalization of approximately $2.28 billion. These amounts are subject to change.
When
selecting constituent stocks for the Underlying Index, the Index Provider: (1) calculates the daily average trading value and
daily average total market capitalization during the most recent year (or in the case of a new issue, during the time since its
initial listing) for all the stocks in the stock universe; (2) ranks the stocks in the stock universe in descending order according
to their average daily trading values, and excludes the bottom 50%; and (3) ranks the remaining stocks in descending order according
to their average daily market capitalization and selects those which rank top 300 as constituent stocks of the Underlying Index.
The
weighting of a company in the Underlying Index is intended to be a reflection of the current importance of that company in the
China A-Share market as a whole.
Stocks
are selected and weighted according to market capitalization. A company is heavily weighted in the Underlying Index if it has
a relatively larger free-float market capitalization than the rest of the constituents in the Underlying Index. The constituents
of the Underlying Index are frequently reviewed by the Index Provider to ensure that the Underlying Index continues to reflect
the state and structure of the underlying market it measures. The Underlying Index is calculated in real time and is published
every six seconds in RMB (specifically, Chinese onshore RMB (referred to as “CNY”)). The composition of the Underlying
Index is reviewed semi-annually every January and July.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Risk
of investing in China. Investments in China involve certain risks and special considerations,
including the following:
Investments
in A-Shares. The fund intends to invest directly in A-Shares through Stock Connect or the available
RQFII quota, as applicable. In the future, the fund may utilize an RQFII quota applied for by and granted to the Advisor and/or
a subadvisor. Because the fund will not be able to invest directly in A-Shares in excess of an RQFII quota and beyond the limits
that may be imposed by Stock
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the size of the fund’s direct investments in A-Shares may be limited. In addition, restrictions may be imposed on the repatriation
of gains and income that may affect the fund’s ability to satisfy redemption requests. Currently, there are two stock exchanges
in mainland China, the SSE and the SZSE. The Shanghai and Shenzhen Stock Exchanges are supervised by the China Securities Regulatory
Commission (“CSRC”) and are highly automated with trading and settlement executed electronically. The SSE and SZSE
are substantially smaller, less liquid, and more volatile than the major securities markets in the US.
The
SSE commenced trading on December 19, 1990, and the SZSE commenced trading on July 3, 1991. The SSE and SZSE divide listed shares
into two classes: A-Shares and B-Shares. Companies whose shares are traded on the SSE and SZSE that are incorporated in mainland
China may issue both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares
and B-Shares may both be listed on either the SSE or SZSE. Both classes represent an ownership interest comparable to a share
of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A-Shares
are traded on SSE and SZSE in RMB.
As
of June 30, 2018, the CSRC had granted licenses to 225 RQFIIs and to 307 QFIIs bringing total investment quotas to approximately
US $194.3 billion (as of June 28, 2018) in A-Shares and other permitted Chinese securities. Because restrictions continue to exist
and capital therefore cannot flow freely into the A-Share market, it is possible that in the event of a market disruption, the
liquidity of the A-Share market and trading prices of A-Shares could be more severely affected than the liquidity and trading
prices of markets where securities are freely tradable and capital therefore flows more freely. The fund cannot predict the nature
or duration of such a market disruption or the impact that it may have on the A-Share market and the short-term and long-term
prospects of its investments in the A-Share market.
The
Chinese government has in the past taken actions that benefited holders of A-Shares. As A-Shares become more accessible to foreign
investors, such as the funds, the Chinese government may be less likely to take action that would benefit holders of A-Shares.
In addition, there is no guarantee that any existing RQFII quota will be maintained or that any additional RQFII quotas will be
granted if the RQFII quota is reduced or eliminated by SAFE or if the RQFII license is revoked by CSRC at some point in the future.
A fund cannot predict what would occur if the Stock Connect program was terminated, if the RQFII quota were reduced or eliminated
or if the relevant RQFII license were to be revoked, although such an occurrence would likely have a material adverse effect on
the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Custody
risks of investing in A-Shares under the RQFII program. If the fund invests directly in A-Shares
under the RQFII program, the fund is required to select a PRC sub-custodian (the “PRC sub- custodian”), which is a
mainland commercial bank qualified both as a custodian for RQFII and as a settlement agent on the inter-bank bond market. The
PRC sub-custodian maintains the fund’s RMB deposit accounts and oversees the fund’s investments in A-Shares in the
PRC to ensure their compliance with the rules and regulations of the CSRC and the People’s Bank of China. A-Shares that
are traded on the SSE and SZSE are dealt and held in book-entry form through the CSDCC. A-Shares purchased by the Subadvisor,
in their capacity as an RQFII, on behalf of the fund, may be received by the CSDCC as credited to a securities trading account
maintained by the PRC sub-custodian in the names of the fund and the Subadvisor as the RQFII. A fund will pay the cost of the
account. The Subadvisor may not use the account for any other purpose than for maintaining the fund’s assets. However, given
that the securities trading account will be maintained in the name of the Sub- Adviser for the benefit of the fund, the fund’s
assets may not be as well protected as they would be if it were possible for them to be registered and held solely in the name
of the fund. In particular, there is a risk that creditors of the Subadvisor may assert that the securities are owned by the Subadvisor
and not the fund, and that a court would uphold such an assertion, in which case creditors of the Subadvisor could seize assets
of the fund. Because the Subadvisor’s RQFII quota would be in the name of the Subadvisor rather than the fund, there is
also a risk that regulatory actions taken against the Subadvisor by PRC government authorities may affect the fund.
Investors
should note that cash deposited in the fund’s account with the PRC sub-custodian will not be segregated but will be a debt
owing from the PRC sub-custodian to the fund as a depositor. Such cash will be co-mingled with cash belonging to other clients
of the PRC sub-custodian. In the event of bankruptcy or liquidation of the PRC sub-custodian, the fund will not have any proprietary
rights to the cash deposited in the account, and the fund will become an unsecured creditor, ranking pari passu
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all other unsecured creditors, of the PRC sub-custodian. A fund may face difficulty and/or encounter delays in recovering such
debt, or may not be able to recover it in full or at all, in which case the fund will suffer losses.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments
in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate of 10% on
dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China. China also
imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident
in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Since
the respective inception of Shanghai – Hong Kong Stock Connect and Shenzhen – Hong Kong Stock Connect, foreign investors
(including the funds) investing in A-Shares listed on the SSE through Shanghai – Hong Kong Stock Connect and those listed
on the SZSE through Shenzhen – Hong Kong Stock Connect would be temporarily exempt from the PRC corporate income tax and
value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17,
2014 has been paid by the fund, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. The fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on the fund’s return could be substantial. The fund may also be liable to the Advisor or
Subadvisor for any tax that is imposed on the Advisor or Subadvisor by the PRC with respect to the fund’s investments. If
the fund's direct investments in A-Shares through the Advisor's or Subadvisor’s RQFII quota in the future becomes subject
to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under the Internal
Revenue Code, and be subject to tax at the fund level.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, potentially retroactively,
including with respect to the possible liability of a fund for the taxation of income and
gains
from investments in A-Shares through Stock Connect or obligations of an RQFII. The withholding taxes on dividends, interest and
capital gains may in principle be subject to a reduced rate under an applicable tax treaty, but the application of such treaties
in the case of an RQFII acting for a foreign investor such as the fund is also uncertain. Finally, it is also unclear whether
an RQFII would also be eligible for PRC Business Tax (“BT”) exemption, which has been granted to QFIIs, with respect
to gains derived prior to May 1, 2016. In practice, the BT has not been collected. However, the imposition of such taxes on the
fund could have a material adverse effect on the fund’s returns. Since May 1, 2016, RQFIIs are exempt from PRC value- added
tax, which replaced the BT with respect to gains realized from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to a fund and their shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), a fund could be subject to withholding
tax liability in excess of the amount reserved (if any). The impact of any such tax liability on a fund’s return could be
substantial. A fund will be liable to the Advisor and/or Subadvisor for any Chinese tax that is imposed on the Advisor and/or
Subadvisor with respect to the fund’s investments.
To
the extent a fund invests in swaps linked to A-Shares, such investments may be less tax-efficient for US tax purposes than a direct
investment in A-Shares. Any tax liability incurred by the swap counterparty may be passed on to a fund. When a fund sells a swap
on A-Shares, the sale price may take into account of the RQFII’s tax liability.
Investments
in swaps and other derivatives may be subject to special US federal income tax rules that could adversely affect the character,
timing and amount of income earned by a fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income
or to be taken into income earlier than would otherwise be necessary). Also, a fund may be required to periodically adjust its
positions in its swaps and derivatives to comply with certain regulatory requirements which may further cause these investments
to be less efficient than a direct investment in A-Shares. For example, swaps in which a fund may invest may need to be reset
on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the fund will generate
short-term capital gains. In addition, because the application of special tax rules to a fund and its investments may be uncertain,
it is possible that the manner in which they are applied by the fund may be determined to be incorrect.
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that event, a fund may be found to have failed to maintain its qualification as a RIC or to be subject to additional US tax liability.
A fund may make investments, both directly and through swaps or other derivative positions, in companies classified as passive
foreign investment companies for US federal income tax purposes (“PFICs”). Investments in PFICs are subject to special
tax rules which may result in adverse tax consequences to the fund and its shareholders.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. Although no individual investment quotas or licensing requirements apply
to investors in Stock Connect, trading through Stock Connect is subject to a daily quota (“Daily Quota”), which limits
the maximum net purchases on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading
PRC listed securities and PRC investors trading Hong Kong listed securities trading through the relevant Stock Connect. The Daily
Quota does not belong to the fund and is utilized by all investors on a first-come-first- serve basis. As such, buy orders for
A-Shares would be rejected once the Daily Quota is exceeded (although the fund will be permitted to sell A-Shares regardless of
the Daily Quota balance). The Daily Quota may restrict the fund’s ability to invest in A-Shares through Stock Connect on
a timely basis, which could affect the fund’s ability to effectively pursue its investment strategy. The Daily Quota is
also subject to change.
In
addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, A-Shares through Stock Connect (“Stock Connect A-Shares”)
generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.
While A-shares must be designated as eligible to be traded under Stock Connect (such eligible A-Shares listed on the SSE, the
“SSE Securities,” and such eligible A-Shares listed on the SZSE, the “SZSE Securities”), those A-Shares
may also lose such designation, and if this occurs, such A-Shares may be sold but could no longer be purchased through Stock Connect.
With respect to sell orders under Stock Connect, the Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checks
to ensure an investor has sufficient A-Shares in its account before the market opens on the trading day. Accordingly, if there
are insufficient A-Shares in an investor’s account before the market opens on the trading day, the sell order will be rejected,
which may adversely impact the funds’ performance.
In
addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. Therefore, an investment in A- Shares through Stock
Connect may
subject
the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not trading. Each of
the SEHK, SSE and SZSE reserves the right to suspend trading under Stock Connect under certain circumstances. Where such a suspension
of trading is effected, the fund’s ability to access A-Shares through Stock Connect will be adversely affected. In addition,
if one or both of the Chinese and Hong Kong markets are closed on a US trading day, the fund may not be able to acquire or dispose
of A-Shares through Stock Connect in a timely manner, which could adversely affect the fund’s performance.
The
fund’s investments in A-Shares though Stock Connect are held by its custodian in accounts in Central Clearing and Settlement
System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn
holds the A-Shares, as the nominee holder, through an omnibus securities account in its name registered with the China Securities
Depository and Clearing Corporation Limited (“CSDCC”). The precise nature and rights of each fund as the beneficial
owner of the SSE Securities or SZSE Securities through HKSCC as nominee is not well defined under PRC law. There is a lack of
a clear definition of, and distinction between, legal ownership and beneficial ownership under PRC law and there have been few
cases involving a nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and interests
of each fund under PRC law is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong
Kong, there is a risk that the SSE Securities or SZSE Securities may not be regarded as held for the beneficial ownership of each
fund or as part of the general assets of HKSCC available for general distribution to its creditors.
Notwithstanding
the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its omnibus stock account
in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat HKSCC as one of the shareholders
when it handles corporate actions in respect of such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting
SSE Securities and SZSE Securities and keeps participants of CCASS informed of all such corporate actions that require CCASS participants
to take steps in order to participate in them. A fund will therefore depend on HKSCC for both settlement and notification and
implementation of corporate actions.
The
HKSCC is responsible for the clearing, settlement and the provisions of depositary, nominee and other related services of the
trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE Securities
directly – they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the CSDCC
establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross-border
trades.
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Should
CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its market contracts
with clearing participants will be limited to assisting clearing participants in pursuing their claims against the CSDCC. In that
event, the fund may suffer delays in the recovery process or may not be able to fully recover its losses from the CSDCC.
Market
participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity”
in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires the development of
new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems
will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant
systems fail to function properly, trading in A-Shares through Stock Connect could be disrupted, and the fund’s ability
to achieve its investment objective may be adversely affected.
A
primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares.
Therefore, the fund’s investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing
rules, among other restrictions.
Finally,
according to Caishui [2014] 81 (“Circular 81”) and Caishui [2016] 127 (“Circular 127”), while foreign
investors are exempted from paying capital gains or business taxes (later, value-added taxes) on income and gains from investments
in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for the fund.
Dividends derived from A-Shares are subject to a 10% PRC withholding income tax generally. PRC stamp duty is also payable for
transactions in A-Shares through Stock Connect. Currently, PRC stamp duty on A-Shares transactions is only imposed on the seller,
but not on the purchaser, at the tax rate of 0.1% of the total sales value.
Circular
81 and Circular 127 stipulate that PRC business tax (and, subsequently, PRC value-added tax) is temporarily exempted on capital
gains derived by Hong Kong market participants (including the fund) from the trading of A-Shares through Stock Connect. According
to Caishui [2016] No. 36, the PRC value- added tax reform in the PRC will be expanded to all industries, including financial services,
starting May 1, 2016. The PRC business tax exemption prescribed in Circular 81 is grandfathered under the value-added tax regime.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and
regulations
of Hong Kong and the PRC, and the rules, policies or guidelines published or applied by relevant regulators and exchanges in respect
of the Stock Connect program are uncertain, and they may have a detrimental effect on the fund’s investments and returns.
Political
and economic risk. The economy of China, which has been in a state of transition from a planned
economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including
the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of
resources. Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent
years, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development
of the economy of China and a high level of management autonomy. The economy of China has experienced significant growth in recent
decades, but growth has been uneven both geographically and among various sectors of the economy. Economic growth has also been
accompanied by periods of high inflation. The PRC government has implemented various measures from time to time to control inflation
and restrain the rate of economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there
can be no assurance that the PRC government will continue to pursue such economic policies or that such policies, if pursued,
will be successful. Any adjustment and modification of those economic policies may have an adverse impact on the securities markets
in the PRC as well as the constituent securities of the Underlying Index. Further, the PRC government may from time to time adopt
corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance
of the fund.
Political
changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
issuers of the A-Shares in the fund’s Underlying Index. The laws, regulations, including the investment regulations, government
policies and political and economic climate in China may change with little or no advance notice. Any such change could adversely
affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the fund’s portfolio.
The
Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations.
The allocation of resources in China is subject to a high level of government control. The
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Chinese
government strictly regulates the payment of foreign currency denominated obligations and sets monetary policy. Through its policies,
the government may provide preferential treatment to particular industries or companies. The policies set by the government could
have a substantial effect on the Chinese economy and the fund’s investments.
The
Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably
from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment,
resource self- sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading
partners, such as the European Union, the US, Hong Kong, the Association of South East Asian Nations, and Japan, would adversely
affect the Chinese economy and the fund’s investments.
In
addition, as much of China’s growth over recent decades has been a result of significant investment in substantial export
trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,
trade wars and other negative consequences. The current political climate has intensified concerns about trade tariffs and a potential
trade war between China and the US. These consequences may trigger a significant reduction in international trade, the oversupply
of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large
segments of China’s export industry with a potentially severe negative impact to the fund. Events such as these are difficult
to predict and may or may not occur in the future.
China
has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and
permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has
experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance,
however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978
or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the
world, such as the US, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic
downturn in China would adversely impact the fund’s investments.
Inflation.
Economic growth in China has historically been accompanied by periods of high inflation. Beginning
in 2004, the Chinese government commenced the implementation of various measures to control inflation, which included the tightening
of the money supply, the raising of
interest
rates and more stringent control over certain industries. If these measures are not successful, and if inflation were to steadily
increase, the performance of the Chinese economy and the fund’s investments could be adversely affected.
Nationalization
and expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government
renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no
assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the fund involves
a risk of a total loss.
Hong
Kong policy. As part of Hong Kong’s transition from British to Chinese sovereignty in 1997,
China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems
for a period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China
does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions
on free trade in Hong Kong.
However,
there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at
any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value
of securities in the fund’s portfolio.
Chinese
securities markets. The securities markets in China have a limited operating history and are not
as developed as those in the US. The markets tend to be smaller in size, have less liquidity and historically have had greater
volatility than markets in the US and some other countries. In addition, under normal market conditions, there is less regulation
and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the US. Accordingly,
issuers of securities in China are not subject to the same degree of regulation as are US issuers with respect to such matters
as insider trading rules, tender offer regulation, stockholder proxy requirements and the requirements mandating timely disclosure
of information. During periods of significant market volatility, the Chinese government has, from time to time, intervened in
its domestic securities markets to a greater degree than would be typical in more developed markets, including both direct and
indirect market stabilization efforts, which may affect valuations of Chinese issuers. Stock markets in China are in the process
of change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions
and difficulty in interpreting and applying the relevant regulations.
Available
disclosure about Chinese companies. Disclosure and regulatory standards in emerging market countries,
such as China, are in many respects less stringent than US
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standards.
There is substantially less publicly available information about Chinese issuers than there is about US issuers. Therefore, disclosure
of certain material information may not be made, and less information may be available to the fund and other investors than would
be the case if the fund’s investments were restricted to securities of US issuers. Chinese issuers are subject to accounting,
auditing and financial standards and requirements that differ, in some cases significantly, from those applicable to US issuers.
In particular, the assets and profits appearing on the financial statements of a Chinese issuer may not reflect its financial
position or results of operations in the way they would be reflected had such financial statements been prepared in accordance
with US Generally Accepted Accounting Principles.
Chinese
corporate and securities law. The regulations which regulate investments by RQFIIs in the PRC
and the repatriation of capital from RQFII investments are relatively new. As a result, the application and interpretation of
such investment regulations are therefore relatively untested. In addition, PRC authorities and regulators have broad discretion
under such investment regulations and there is little precedent or certainty evidencing how such discretion will be exercised
now or in the future.
The
fund’s rights with respect to its investments in A-Shares (as applicable), if any, generally will not be governed by US
law, and instead will generally be governed by Chinese law. China operates under a civil law system, in which court precedent
is not binding. Because there is no binding precedent to interpret existing statutes, there is uncertainty regarding the implementation
of existing law.
Legal
principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and stockholders’ rights often differ from those that may apply in the US and other countries. Chinese laws providing protection
to investors, such as laws regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors,
such as the fund, with protection in all situations where protection would be provided by comparable laws in the US. China lacks
a national set of laws that address all issues that may arise with regard to a foreign investor such as the fund. It may therefore
be difficult for the fund to enforce its rights as an investor under Chinese corporate and securities laws, and it may be difficult
or impossible for the fund to obtain a judgment in court. Moreover, as Chinese corporate and securities laws continue to develop,
these developments may adversely affect foreign investors, such as the fund.
Sanctions
and embargoes. From time to time, certain of the companies in which the fund expects to invest
may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. A company may suffer damage to its reputation
if it is identified as a
company
which operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. As an investor in such companies, the
fund will be indirectly subject to those risks.
Tax
on retained income and gains. To the extent the fund does not distribute to shareholders all or
substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay US
federal income tax on the retained income and gains, thereby reducing the fund’s return. A fund may elect to treat any retained
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Foreign
exchange control. The Chinese government heavily regulates the domestic exchange of foreign currencies
within China. Under China’s State Administration of Foreign Exchange (“SAFE”) regulations, Chinese corporations
may only purchase foreign currencies through government approved banks. In general, Chinese companies must receive approval from
or register with the Chinese government before investing in certain capital account items, including direct investments and loans,
and must thereafter maintain separate foreign exchange accounts for the capital items. Foreign investors may only exchange foreign
currencies at specially authorized banks after complying with documentation requirements. These restrictions may adversely affect
the fund and its investments. The international community has requested that China ease its restrictions on currency exchange,
but it is unclear whether the Chinese government will change its policy.
RMB,
is currently not a freely convertible currency as it is subject to foreign exchange control, fiscal policies and repatriation
restrictions imposed by the Chinese government. Such control of currency conversion and movements in the RMB exchange rates may
adversely affect the operations and financial results of companies in the PRC. In addition, if such control policies change in
the future, the fund may be adversely affected. Since 2005, the exchange rate of the RMB is no longer pegged to the US dollar.
The RMB has now moved to a managed floating exchange rate based on market supply and demand with reference to a basket of foreign
currencies. The daily trading price of the RMB against other major currencies in the inter-bank foreign exchange market would
be allowed to float within a narrow band around the central parity published by the People’s Bank of China. As the exchange
rates are based
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primarily
on market forces, the exchange rates for RMB against other currencies, including the US dollar, are susceptible to movements based
on external factors. There can be no assurance that the RMB will not be subject to appreciation or devaluation, either due to
changes in government policy or market factors. Any devaluation of the RMB could adversely affect the value of the fund’s
investments. The PRC government imposes restrictions on the remittance of RMB out of and into China. To the extent the fund invests
through an RQFII, the fund may be required to remit RMB from Hong Kong to the PRC to settle the purchase of A-Shares and other
permissible securities by the fund. In the event such remittance is disrupted, the fund may not be able to fully replicate its
Underlying Index by investing in the relevant A-Shares and this will increase the tracking error of the fund. Any delay in repatriation
of RMB out of China may result in delay in payment of redemption proceeds to the redeeming investors. The Chinese government’s
policies on exchange control and repatriation restrictions are subject to change, and the fund’s performance may be adversely
affected.
Foreign
currency considerations. The assets of the fund are invested primarily in the equity securities
of issuers in China and the income received by the fund will be primarily in RMB.
RMB
can be further categorized into onshore RMB (“CNY”), traded only in the PRC, and offshore RMB (“CNH”),
traded outside the PRC. CNY and CNH are traded at different exchange rates and their exchange rates may not move in the same direction.
Although there has been a growing amount of RMB held offshore, CNH cannot be freely remitted into the PRC and is subject to certain
restrictions, and vice versa. The fund may also be adversely affected by the exchange rates between CNY and CNH. There is no assurance
that there will always be RMB available in sufficient amounts for the fund to remain fully invested.
Meanwhile,
the fund will compute and expects to distribute its income in US dollars, and the computation of income will be made on the date
that the income is earned by the fund at the foreign exchange rate in effect on that date. Any gain or loss attributable to fluctuations
in exchange rates between the time the fund accrues income or gain and the time the fund converts such income or gain from RMB
to the US dollar is generally treated as ordinary income or loss. Therefore, if the value of the RMB increases relative to the
US dollar between the accrual of income and the time at which the fund converts the RMB to US dollars, the fund will recognize
ordinary income when the RMB is converted. In such circumstances, if the fund has insufficient cash in US dollars to meet distribution
requirements under the Internal Revenue
Code,
the fund may be required to liquidate certain positions in order to make distributions. The liquidation of investments, if required,
may also have an adverse impact on the fund’s performance.
Furthermore,
the fund may incur costs in connection with conversions between US dollars and RMB. Foreign exchange dealers realize a profit
based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will
offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire immediately
to resell that currency to the dealer. A fund will conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward, futures or
options contracts to purchase or sell foreign currencies.
Currently,
there is no market in China in which the fund may engage in hedging transactions to minimize RMB foreign exchange risk in CNY,
and there can be no guarantee that instruments suitable for hedging currency in CNY will be available to the fund in China at
any time in the future. In the event that in the future it becomes possible to hedge RMB currency risk in China in CNY, the fund
may seek to reduce the foregoing currency risks by engaging in hedging transactions. In that case, the fund may enter into forward
currency exchange contracts and currency futures contracts and options on such futures contracts, as well as purchase put or call
options on currencies, in China. The funds do not currently intend to hedge RMB currency risk in CNH. Currency hedging would involve
special risks, including possible default by the other party to the transaction, illiquidity and, to the extent the Advisor’s
or subadvisor’s (as applicable) view as to certain market movements is incorrect, the risk that the use of hedging could
result in losses greater than if they had not been used. The use of currency transactions could result in the fund’s incurring
losses as a result of the imposition of exchange controls, exchange rate regulation, suspension of settlements or the inability
to deliver or receive a specified currency.
PRC
brokers risk. Regulations adopted by the CSRC and SAFE under which the fund will invest in A-Shares
provide that the Subadvisor, if licensed as an RQFII, may select a PRC broker to execute transactions on its behalf on each of
the two PRC exchanges – the SSE and SZSE. The Subadvisor may select the same broker for both Exchanges. As a result, the
Subadvisor will have less flexibility to choose among brokers on behalf of the fund than is typically the case for US investment
managers. In the event of any default of a PRC broker in the execution or settlement of any transaction or in the transfer of
any funds or securities in the PRC, the fund may encounter delays in recovering its assets which may in turn adversely impact
the NAV of the fund.
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If
the Subadvisor is unable to use one of its designated PRC brokers in the PRC, units of the fund may trade at a premium or discount
to its NAV or the fund may not be able to track the Underlying Index. Further, the operation of the fund may be adversely affected
in the case of any acts or omissions of a PRC broker, which may result in increased tracking error or the fund being traded at
a significant premium or discount to its NAV. The limited number of PRC brokers that may be appointed may cause the fund to not
necessarily pay the lowest commission available in the market. The Subadvisor, however, in its selection of PRC brokers will consider
such factors as the competitiveness of commission rates, size of the relevant orders, and execution standards. There is a risk
that the fund may suffer losses from the default, bankruptcy or disqualification of the PRC brokers. In such events, the fund
may be adversely affected in the execution of any transaction.
Disclosure
of interests and short swing profit rule. The fund may be subject to shareholder disclosure of
interest regulations promulgated by the CSRC. These regulations currently require the fund to make certain public disclosures
when the fund and parties acting in concert with the fund acquire 5% or more of the issued securities of a listed company (which
include A-Shares of the listed company). If the reporting requirement is triggered, the fund will be required to report information
which includes, but is not limited to: (a) information about the fund (and parties acting in concert with the fund) and the type
and extent of its holdings in the company; (b) a statement of the fund’s purposes for the investment and whether the fund
intends to increase its holdings over the following 12-month period; (c) a statement of the fund’s historical investments
in the company over the previous six months; (d) the time of, and other information relating to, the transaction that triggered
the fund’s holding in the listed company reaching the 5% reporting threshold; and (e) other information that may be required
by the CSRC or the stock exchange. Additional information may be required if the fund and its concerted parties constitute the
largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock exchange,
the invested company, and the CSRC local representative office where the listed company is located. A fund would also be required
to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain the same content
as the official report. The public announcement may require the fund to disclose its holdings to the public, which could have
an adverse effect on the performance of the fund.
The
relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in
concert. As such, under a conservative interpretation of these regulations, the fund may be deemed as a “concerted party”
of other funds managed by the Advisor, Subadvisor or their affiliates and therefore may be subject to the risk that the fund’s
holdings may be
required
to be reported in the aggregate with the holdings of such other funds should the aggregate holdings trigger the reporting threshold
under the PRC law. If the 5% shareholding threshold is triggered by the fund and parties acting in concert with the fund, the
fund would be required to file its report within three days of the date the threshold is reached. During the time limit for filing
the report, a trading freeze applies and the fund would not be permitted to make subsequent trades in the invested company’s
securities. Any such trading freeze may undermine the fund’s performance, if the fund would otherwise make trades during
that period but is prevented from doing so by the regulation.
Once
the fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase
or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an
additional freeze on trading within two days of the fund’s report and announcement of the incremental change. These trading
freezes may undermine the fund’s performance as described above. Also, SSE requirements currently require the fund and parties
acting in concert, once they have reach the 5% threshold, to disclose whenever their shareholding drops below this threshold (even
as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant
CSRC regulation).
CSRC
regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting
in concert reach thresholds of 20% and greater than 30% shareholding in a company.
Subject
to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to
the trading of the fund with the result that where the holdings of the fund (possibly with the holdings of other investors deemed
as concert parties of the fund) exceed 5% of the total issued shares of a listed company, the fund may not reduce its holdings
in the company within six months of the last purchase of shares of the company. If a fund violates the rule, it may be required
by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the
ability of the fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures,
the fund’s assets may be frozen to the extent of the claims made by the company in question. These risks may greatly impair
the performance of the fund.
Investment
and repatriation restrictions. Investments by the fund in A-Shares (as well as other Chinese financial
instruments permitted by the CSRC and the People’s Bank of China, including open- and closed-end investment
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companies)
are subject to governmental pre-approval limitations on the quantity that the fund may purchase and/or limits on the classes of
securities in which the fund may invest.
With
respect to investments in A-Shares made through the RQFII program, repatriations by RQFIIs are permitted daily and are not subject
to lock-up periods or prior approval. There is no assurance, however, that PRC rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Any restrictions on repatriation of the fund’s assets may adversely affect
the fund’s ability to meet redemption requests and/or may cause the fund to borrow money in order to meet its obligations.
These limitations may also prevent the fund from making certain distributions to shareholders.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the Underlying
Index. This may increase the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
Repatriations
by RQFIIs in which the fund may invest are permitted daily and are not subject to lock-up periods or prior approval. There is
no assurance, however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in
the future. Any restrictions on repatriation of the fund’s assets may directly or indirectly adversely affect the fund’s
ability to meet redemption requests and/or cause the fund to borrow money in order to meet its obligations. These limitations
may also prevent the fund from making certain distributions.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the fund’s
Underlying Index, and thus with respect to the fund’s holdings as compared to that of its Underlying Index. This may increase
the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
A-Shares
currency risk. The fund’s investments in A-Shares will be denominated in RMB and the income
received by the fund in respect of such investments will be in RMB. As a result, changes in currency exchange rates may adversely
affect the fund’s returns. The value of the RMB may be subject to a high degree of fluctuation due to changes in interest
rates, the effects of monetary policies issued by the PRC, the US, foreign governments, central banks or supranational entities,
the imposition of currency controls or other national or global political or economic
developments.
Therefore, the fund’s exposure to RMB may result in reduced returns to the fund. The fund does not expect to hedge its currency
risk. Moreover, the fund may incur costs in connection with conversions between US dollars and RMB and will bear the risk of any
inability to convert the RMB.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
In
addition, various PRC companies derive their revenues in RMB but have requirements for foreign currency, including for the import
of materials, debt service on foreign currency denominated debt, purchases of imported equipment and payment of any cash dividends
declared. The existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for certain
transactions, including trade and service related foreign exchange transactions and payment of dividends. However, it is impossible
to predict whether the PRC government will continue its existing foreign exchange policy and when the PRC government will allow
free conversion of the RMB to foreign currency. Certain foreign exchange transactions, including principal payments in respect
of foreign currency-denominated obligations, currently continue to be subject to significant foreign exchange controls and require
the approval of SAFE. Since 1994, the conversion of RMB into US dollars has been
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based
on rates set by the People’s Bank of China, which are set daily based on the previous day’s PRC interbank foreign
exchange market rate. It is not possible to predict nor give any assurance of any future stability of the RMB to US dollar exchange
rate. Fluctuations in exchange rates may adversely affect the fund’s NAV. Furthermore, because dividends are declared in
US dollars and underlying payments are made in RMB, fluctuations in exchange rates may adversely affect dividends paid by the
fund.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Counterparty
risk. To the extent the fund invests in swaps to gain exposure to A-Shares in an effort to achieve
the fund’s investment objective, the fund will be subject to the risk that the number of counterparties able to enter into
swaps to provide exposure to A-Shares may be limited. To the extent that the RQFII quota of a potential swap counterparty is reduced
or eliminated due to actions by the Chinese government or as a result of transactions entered into by the counterparty with other
investors, the counterparty’s ability to continue to enter into swaps or
other
derivative transactions with the fund may be reduced or eliminated, which could have a material adverse effect on the fund. These
risks are compounded by the fact that at present there are only a limited number of potential counterparties willing and able
to enter into swap transactions linked to the performance of A-Shares.
Furthermore,
swaps are of limited duration and there is no guarantee that swaps entered into with a counterparty will continue indefinitely.
Accordingly, the duration of a swap depends on, among other things, the ability of the fund to renew the expiration period of
the relevant swap at agreed upon terms. In addition, under the current regulations regarding quotas of QFIIs and RQFIIs administered
by SAFE, QFIIs and RQFIIs are prohibited from transferring or selling their quotas to any third party. However, there is uncertainty
over what constitutes a transfer of quota and how this prohibition is implemented. Therefore, subject to interpretation by SAFE,
QFIIs and RQFIIs may be limited or prohibited from providing the fund access to RQFII quotas by entering into swap or other derivative
transactions, which, in turn, could adversely affect the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly
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affected
by the foregoing events and the general market turmoil, and it is uncertain whether or for how long these conditions will continue.
The
financial services sector in China is also undergoing significant change, including continuing consolidations, development of
new products and structures and changes to its regulatory framework, which may have an impact on the issuers included in the Underlying
Index. Increased government involvement in the financial services sector, including measures such as taking ownership positions
in financial institutions, could result in a dilution of the fund’s investments in financial institutions.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Swap
agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction
is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position
at an advantageous time or price, which may result in significant losses to the fund. This is especially true given the limited
number of potential counterparties willing and able to enter into swap transactions on A-Shares. In addition, a swap transaction
may be subject to the fund’s limitation on investments in illiquid securities. Swap agreements may be subject to pricing
risk, which exists when a particular swap agreement becomes extraordinarily expensive (or inexpensive) relative to historical
prices or the prices of corresponding cash market instruments. The swaps market is largely unregulated. It is possible that developments
in the swaps market, including potential government regulation, could adversely affect the fund’s ability to terminate existing
swap agreements or to realize amounts to be received under such agreements.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the
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Underlying
Index may be adversely affected. The performance of the fund also may diverge from that of the Underlying Index if the Advisor
and/or Subadvisor seek to gain exposure to A-Shares by investing in securities not included in the Underlying Index, derivative
instruments, and other pooled investment vehicles because the Subadvisor’s RQFII quota has become inadequate, the Subadvisor
is unable to maintain its RQFII status, or the Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the
fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying
Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying
Index.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are
unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
be greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of a fund. In addition, the securities held by
a fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of a fund based on the fund’s trading volume and market liquidity, and is generally lower if
the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The bid/ask spread of the Fund may be wider in comparison to the bid/ask
spread of other ETFs, due to the Fund’s exposure to A-Shares. The fund’s investment results are measured based upon
the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results
consistent with those experienced by those APs creating and redeeming shares directly with a fund. In addition, transactions by
large shareholders may account for a large percentage of the trading volume on an exchange and may, therefore, have a material
effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
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Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such
plans
and processes will address the possibility of and fallout from cyber-attacks, disruptions, or failures. In addition, the fund
cannot directly control any cybersecurity plans and systems put in place by its service providers, fund counterparties, issuers
of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Cash
transactions risk. Unlike many ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Other more conventional ETFs generally are able to make in-kind redemptions
and avoid realizing gains in connection with transactions designed to meet redemption requests. Effecting all redemptions for
cash may cause the fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. Such
dispositions may occur at an inopportune time resulting in potential losses to the fund and involve transaction costs. If the
fund recognizes a capital loss on these sales, the loss will offset capital gains and may result in smaller capital gain distributions
from the fund. If the fund recognizes gain on these sales, this
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generally
will cause the fund to recognize gain it might not otherwise have recognized if it were to distribute portfolio securities in-kind
or to recognize such gain sooner than would otherwise be required. The fund generally intends to distribute these gains to shareholders
to avoid being taxed on this gain at the fund level and otherwise comply with the special tax rules that apply to it. This strategy
may cause shareholders to be subject to tax on gains they would not otherwise be subject to, or at an earlier date than, if they
had made an investment in a more conventional ETF.
In
addition, cash transactions may have to be carried out over several days if the securities market is relatively illiquid and may
involve considerable brokerage fees and taxes. These brokerage fees and taxes, which will be higher than if a fund sold and redeemed
its shares principally in-kind, will generally be passed on to purchasers and redeemers of Creation Units in the form of creation
and redemption transaction fees. To the extent transaction and other costs associated with a redemption exceed the redemption
fee, those transaction costs might be borne by the fund’s remaining shareholders. China may also impose higher local tax
rates on transactions involving certain companies. In addition, these factors may result in wider spreads between the bid and
the offered prices of the fund’s shares than for more conventional ETFs.
As
a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem
Creation Units. Most investors will buy and sell shares of the fund on an exchange.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Small
and medium-sized company risk. Small and medium-sized company stocks tend to be more volatile
than large company stocks. Because stock analysts are less likely to follow medium-sized companies, less information about them
is available to investors. Industry-wide reversals may have a greater impact on small and medium-sized companies, since they lack
the financial resources of larger companies. Small and medium-sized company stocks are typically less liquid than large company
stocks.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill
and
judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In
addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total
return and the potential loss from futures can exceed the fund’s initial investment in such contracts.
US
tax risk. A fund intends to distribute annually all or substantially all of its investment company
taxable income and net capital gain. However, should the Chinese government impose restrictions on the fund’s ability to
repatriate funds associated with direct investments in A-Shares, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code. If the fund fails to satisfy the distribution requirements necessary to qualify for treatment
as a RIC for any taxable year, the fund would be treated as a corporation subject to US federal income tax, thereby subjecting
any income earned by the fund to tax at the corporate level. If the fund fails to satisfy a separate distribution requirement,
it will be subject to a fund-level excise tax. These fund-level taxes will apply in addition to taxes payable at the shareholder
level on distributions.
Borrowing
risk. Borrowing creates leverage. It also adds to fund expenses and at times could effectively
force the fund to sell securities when it otherwise might not want to.
To
the extent that the fund borrows money and then invests that money, it creates leverage, in that the fund is exposed to investment
risks through the securities it has pledged for collateral as well as through the investments it purchases with the money borrowed
against that collateral. This leverage means that changes in the prices of securities the fund owns will have a greater effect
on the share price of the fund. The fund incurs interest expense and other costs when it borrows money; therefore, unless returns
on assets acquired with borrowed funds are greater than the costs of borrowing, performance will be lower than it would have been
without any borrowing. When the fund borrows money it must comply with certain asset coverage requirements, which at times may
require the fund to dispose of some of its portfolio holdings even though it may be disadvantageous to do so at that time.
Leveraging
Risk. The fund’s investment in futures contracts and other derivative instruments provide
leveraged exposure. The fund’s investment in these instruments generally requires a small investment relative to the amount
of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those
instruments. The use of derivatives and other similar financial instruments may at times be an integral part of the fund’s
investment strategy and may expose the fund to potentially dramatic losses (or gains) in the value of a derivative or other financial
instruments and, thus, in the value the fund’s portfolio.
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The
cost of investing in such instruments generally increases as interest rates increase, which will lower a fund’s return.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
The
fund is also subject to the risk that an Underlying Fund may pay a redemption request made by the fund, wholly or partly, by an
in-kind distribution of portfolio securities rather than in cash. The fund may hold such portfolio securities until the Advisor
determines to dispose of them, and the fund will bear the market risk of the securities received in the redemption until their
disposition. Upon disposing of such portfolio securities, the fund may experience increased brokerage commissions.
An
investor in the fund may receive taxable gains from portfolio transactions by an Underlying Fund, as well as taxable gains from
transactions in shares of the Underlying Fund held by the fund. As the fund’s allocations to an Underlying Fund change from
time to time, or to the extent that the expense ratio of an Underlying Fund changes, the weighted average operating expenses borne
by the fund may increase or decrease.
To
the extent the fund invests a substantial portion of its assets in shares of foreign investment companies, including but not limited
to, ETFs the shares of which are listed and traded primarily or solely on a foreign securities exchange, such foreign funds will
not be registered as investment companies with the SEC or subject to the US federal securities laws. As a result, the fund’s
ability to transfer shares of such foreign funds outside of the foreign fund’s primary market will be restricted or prohibited.
While such foreign funds may operate similarly to domestic funds, the fund as an investor in a foreign fund will not be afforded
the same investor protections as are provided by the US federal securities laws.
When
the fund invests in a foreign fund, in addition to directly bearing the expenses associated with its own operations, it will bear
a pro rata portion of the foreign fund’s expenses. Further, in part because of these additional expenses, the performance
of a foreign fund may differ from the performance the fund would achieve if it invested directly in the underlying investments
of the foreign fund. The fund’s investments in foreign ETFs will be subject to the risk that the NAV of the foreign fund’s
shares may trade below the fund’s NAV. The NAV of foreign fund shares will fluctuate with changes in the market value
of
the foreign fund’s holdings. The trading prices of foreign fund shares will fluctuate in accordance with changes in NAV
as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,”
will also vary for a foreign ETF depending on the fund’s trading volume and market liquidity. Generally, the greater the
trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to a foreign fund’s
shares trading at a premium or a discount to NAV.
Xtrackers MSCI China A Inclusion Equity ETF
Investment
Objective
The
Xtrackers MSCI China A Inclusion Equity ETF (the “fund”) seeks investment results that correspond generally to the
performance, before fees and expenses, of the MSCI China A Inclusion Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to track the equity market performance of China
A-Shares that are accessible through the Shanghai-Hong Kong Stock Connect program (“Shanghai Connect”) or the Shenzhen-
Hong Kong Stock Connect program (“Shenzhen Connect,” and together with Shanghai Connect, “Stock Connect”).
“A-Shares” are equity securities issued by companies incorporated in mainland China and are denominated in renminbi
(“RMB”). Certain eligible A-Shares are traded on the Shanghai Stock Exchange (“SSE”) or Shenzhen Stock
Exchange (“SZSE”). The Underlying Index is designed to track the inclusion of A-Shares in the MSCI Emerging Markets
Index over time and is constructed by MSCI, Inc. (the “Index Provider” or “MSCI”) by applying eligibility
criteria for the MSCI Global Investable Market Indexes (“GIMI”), and then excluding mid- and small-capitalization
A-Shares (as determined by MSCI), A-Shares suspended for trading for more than 50 days in the past 12 months and A-Shares that
are not accessible through Stock Connect. The Underlying Index is weighted by each issuer’s free float-adjusted market capitalization
(i.e., includes only shares that are readily available for trading in the market) available to foreign investors and includes
only large-capitalization companies, as determined by MSCI. The fund intends to invest in A-Shares included in the Underlying
Index primarily through Stock Connect. Stock Connect is a securities trading and clearing program with an aim to achieve mutual
stock market access between the People’s Republic of China (“China” or the “PRC”) and Hong Kong.
Stock Connect was developed by Hong Kong Exchanges and Clearing Limited, the SSE (in the case of Shanghai Connect) or the SZSE
(in the case of Shenzhen Connect),
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and
China Securities Depository and Clearing Corporation Limited (“CSDCC”). Under Stock Connect, the fund’s trading
of eligible A-Shares listed on the SSE or the SZSE, as applicable, would be effectuated through DBX Advisors LLC (the “Advisor”).
Trading through Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum net purchases
on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and
PRC investors trading Hong Kong listed securities trading through the relevant Stock Connect, and as such, buy orders for A-Shares
would be rejected once the Daily Quota is exceeded (although the fund will be permitted to sell A-Shares regardless of the Daily
Quota balance). The Daily Quota is not specific to the fund, but to all investors investing through the Stock Connect. From time
to time, other stock exchanges in China may participate in Stock Connect, and A-Shares listed and traded on such other stock exchanges
and accessible through Stock Connect may be added to the Underlying Index, as determined by MSCI.
Under
current regulations in China, foreign investors can also invest in the PRC’s domestic securities markets through certain
market-access programs. These programs include the Qualified Foreign Institutional Investor (“QFII”) program and the
Renminbi Qualified Foreign Institutional Investor (“RQFII”) program, where investors will be required to obtain a
license from the China Securities Regulatory Commission (“CSRC”) in order to participate in these programs. QFII and
RQFII investors will also be granted a specific aggregate dollar amount of investment quota by China’s State Administration
of Foreign Exchange (“SAFE”) to invest foreign freely convertible currencies (in the case of a QFII) and RMB (in the
case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets.
The
fund intends to invest directly in A-Shares through Stock Connect, but, in the future, may also utilize an RQFII quota applied
for by and granted to the Advisor and/or a subadvisor subsequently appointed for the fund. In the event the Advisor obtains an
RQFII quota, or appoints a subadvisor that has such quota, under certain circumstances, including when the fund’s ability
to invest in A-Shares through Stock Connect is restricted as a result of the Daily Quota or otherwise, the Advisor and/or a sub-
advisor, on behalf of the fund, may invest in A-Shares and other permitted China securities listed on the SSE and SZSE up to the
specified quota amount. The Advisor and/or a subadvisor may apply or file for an increase of the initial RQFII quota subject to
certain conditions, including the use of all or substantially all of the initial quota. There is no guarantee that an application
for additional quota will be granted or a filing for additional quota will not be revoked. Accordingly, the fund’s direct
investments in A-Shares will be limited by the Daily Quota of Stock Connect and by the
quota
allocated to the RQFII or QFII. Investment companies are not currently within the types of entities that are eligible for an RQFII
or QFII license.
The
Advisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Advisor expects
to invest directly in the component securities (or a substantial number of the component securities) of the Underlying Index in
substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the Advisor
to acquire component securities due to limited availability or regulatory restrictions, the Advisor may use a representative sampling
indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative
sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has
an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment
characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as
return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all
of the securities in the Underlying Index when the Advisor is using a representative sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities (including depositary receipts in respect of such securities)
of issuers that comprise the Underlying Index. The fund will not invest in any unlisted depositary receipt or any depositary receipt
that the Advisor and/or Subadvisor deem illiquid at the time of purchase or for which pricing information is not readily available.
The fund will seek to achieve its investment objective by primarily investing directly in A-Shares. Because the fund does not
satisfy the criteria to qualify as an RQFII or QFII itself, the fund intends to invest directly in A-Shares via Stock Connect
and, in the future, may also utilize any quota applied for by and granted to the Advisor and/or a subadvisor. While the fund intends
to invest primarily and directly in A-Shares, the fund also may invest in securities of issuers not included in the Underlying
Index, futures contracts, stock index futures, swap contracts and other types of derivative instruments, and other pooled investment
vehicles, including exchange-traded funds (“ETFs”), whether or not managed by the Advisor, as well as foreign investment
companies, that the Advisor believes will help the fund to achieve its investment objective. The remainder of the fund’s
assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances, the fund invests
at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in A-Shares of Chinese issuers or in
derivative instruments and other securities that provide investment exposure to A-Shares of Chinese issuers.
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As
of July 31, 2019 the Underlying Index consisted of 260 securities with an average market capitalization of approximately $3.50
billion and a minimum market capitalization of approximately $651 million. The Underlying Index is rebalanced quarterly in February,
May, August and November, and thus the fund rebalances its portfolio in a corresponding fashion.
The
fund is classified as a non-diversified fund under the Investment Company Act of 1940, as amended (the “1940 Act”).
The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services sector (33.6%). The financial services sector includes companies involved in
banking, consumer finance, asset management and custody banks, as well as investment banking and brokerage and insurance. To the
extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change over time.
The
Advisor intends to fully (or at least substantially) replicate the fund’s Underlying Index, but may pursue a representative
sampling indexing strategy in circumstances where there is limited availability of component securities or regulatory restrictions
that inhibit the transferability of component securities. In addition, from time to time, the Advisor may choose to underweight
or overweight a security in the fund’s Underlying Index, purchase securities not included in the Underlying Index that the
Advisor believes are appropriate to substitute for certain securities in the Underlying Index, or utilize various combinations
of other available investment techniques to seek to track, before fees and expenses, the performance of the Underlying Index.
The fund also may seek to gain exposure to A-Shares through means other than the Shanghai-Hong Kong Stock Connect program (“Shanghai
Connect”) or the Shenzhen-Hong Kong Stock Connect program (“Shenzhen Connect,” and together with Shanghai Connect,
“Stock Connect”), including the use of any future Renminbi Qualified Foreign Institutional Investor (“RQFII”)
quota, obtaining a Qualified Foreign Institutional Investor (“QFII”) quota or any other method permitted by the People’s
Republic of China (“China” or the “PRC”) law and consistent with the fund’s investment policies.
The Advisor may also sell securities that are represented in the fund’s Underlying Index in anticipation of their removal
from the Underlying Index or purchase securities not represented in the Underlying Index in anticipation of their addition to
the Underlying Index.
The
fund may invest its assets in other securities, including, but not limited to: (i) swap contracts, (ii) interests in pooled investment
vehicles, including affiliated and foreign funds (certain funds may not be registered under the Investment Company Act of 1940,
as amended (the “1940 Act”) and therefore, not subject to the same
investor
protections as the fund), (iii) securities not in the Underlying Index, including: (a) depositary receipts (depositary receipts,
including American depositary receipts (“ADRs”) may be used by the fund in seeking performance that corresponds to
the fund’s Underlying Index and in managing cash flows, and they may count towards compliance with the fund’s 80%
investment policies) , (iv) cash and cash equivalents, (v) money market instruments, such as repurchase agreements or money market
funds (including money market funds advised by the Advisor, HGI or their affiliates subject to applicable limitations under the
1940 Act, or exemptions therefrom), (vi) convertible securities, (vii) structured notes (notes on which the amount of principal
repayment and interest payments are based on the movement of one or more specified factors, such as the movement of a particular
stock or stock index), and (viii) futures contracts, options on futures contracts, and other types of options related to the Underlying
Index. A futures contract is a standardized exchange-traded agreement to buy or sell a specific quantity of an underlying instrument
at a specific price at a specific future time.
While
the fund is currently classified as “non-diversified” under the Investment Company Act of 1940, as amended, it may
operate as or become classified as “diversified” over time. The fund could again become non-diversified solely as
a result of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund
is designed to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status
under such circumstances.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
Xtrackers
MSCI China A Inclusion Equity ETF Index Description.
The
Underlying Index is calculated and maintained by MSCI Inc. (the “Index Provider” or “MSCI”). MSCI’s
Global Investable Market Indexes (the “MSCI GIMI”) provide exhaustive coverage and non-overlapping market segmentation
by market capitalization size and by style. The MSCI GIMI intends to target approximately 99% coverage of the free float-adjusted
market capitalization in each market of large-, mid- and small-cap securities.
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MSCI Global Standard Indexes cover all investable large- and mid-cap securities by including approximately 85% of each market’s
free float-adjusted market capitalization.
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MSCI Global Small Cap Indexes provide coverage to all companies with a market capitalization below that of the companies
in the MSCI Global Standard Indexes.
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Defining
the Equity Universe. MSCI begins with securities listed in countries in the MSCI GIMI. Of these
countries, 23 are classified as developed markets, 24 as emerging markets, and 28 as frontier markets. All listed equity securities
and listed securities that exhibit characteristics of equity securities, except mutual funds, exchange-traded funds (“ETFs”),
equity derivatives, limited partnerships and most investment trusts, are eligible for inclusion in the equity universe. Real estate
investment trusts (“REITs”) in some countries and certain income trusts in Canada are also eligible for inclusion.
Each company and its securities (i.e., share classes) are classified in only one country, which allows for a distinctive sorting
of each company by its respective country.
The
Underlying Index is designed to track the equity market performance of China A-Shares that are accessible through the Stock Connect.
“A-Shares” are equity securities issued by companies incorporated in mainland China and are denominated in renminbi
(“RMB”). Certain eligible A-Shares are traded on the Shanghai Stock Exchanges (“SSE”) or Shenzhen Stock
Exchange (“SZSE”). The Underlying Index is designed to track the inclusion of A-Shares in the MSCI Emerging Markets
Index over time and is constructed by MSCI by applying eligibility criteria for the MSCI GIMI, and then excluding mid- and small-capitalization
A-Shares (as determined by MSCI), A-Shares suspended for trading for more than 50 days in the past 12 months and A-Shares that
are not accessible through Stock Connect. The Underlying Index is weighted by each issuer’s free float-adjusted market capitalization
available to foreign investors and includes only large- capitalization companies, as determined by MSCI. As of July 31, 2019,
the Underlying Index consisted of 260 securities with an average market capitalization of approximately $3.50 billion and a minimum
market capitalization of approximately $651 million. These amounts are subject to change.
The
Underlying Index is rebalanced on a quarterly basis in February, May, August, and November.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could
adversely
affect a stock’s price, regardless of how well the company performs, or the fund’s ability to sell a stock at an attractive
price. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of
rising and falling prices. Events in the US and global financial markets, including actions taken by the US Federal Reserve or
foreign central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility which
could negatively affect performance. Further, geopolitical and other events, including war, terrorism, economic uncertainty, trade
disputes and related geopolitical events have led, and in the future may lead, to increased short-term market volatility, which
may disrupt securities markets and have adverse long-term effects on US and world economies and markets. To the extent that the
fund invests in a particular geographic region, capitalization or sector, the fund’s performance may be affected by the
general performance of that region, capitalization or sector.
Risk
of investing in China. Investments in China involve certain risks and special considerations,
including the following:
Investments
in A-Shares. The fund intends to invest directly in A-Shares through Stock Connect or the available
RQFII quota, as applicable. In the future, the fund may utilize an RQFII quota applied for by and granted to the Advisor and/or
a subadvisor. Because the fund will not be able to invest directly in A-Shares in excess of an RQFII quota and beyond the limits
that may be imposed by Stock Connect, the size of the fund’s direct investments in A-Shares may be limited. In addition,
restrictions may be imposed on the repatriation of gains and income that may affect the fund’s ability to satisfy redemption
requests. Currently, there are two stock exchanges in mainland China, the SSE and the SZSE. The Shanghai and Shenzhen Stock Exchanges
are supervised by the China Securities Regulatory Commission (“CSRC”) and are highly automated with trading and settlement
executed electronically. The SSE and SZSE are substantially smaller, less liquid, and more volatile than the major securities
markets in the US.
The
SSE commenced trading on December 19, 1990, and the SZSE commenced trading on July 3, 1991. The SSE and SZSE divide listed shares
into two classes: A-Shares and B-Shares. Companies whose shares are traded on the SSE and SZSE that are incorporated in mainland
China may issue both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares
and B-Shares may both be listed on either the SSE or SZSE. Both classes represent an ownership interest comparable to a share
of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A-Shares
are traded on SSE and SZSE in RMB.
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As
of June 30, 2018, the CSRC had granted licenses to 225 RQFIIs and to 307 QFIIs bringing total investment quotas to approximately
US $194.3 billion (as of June 28, 2018) in A-Shares and other permitted Chinese securities. Because restrictions continue to exist
and capital therefore cannot flow freely into the A-Share market, it is possible that in the event of a market disruption, the
liquidity of the A-Share market and trading prices of A-Shares could be more severely affected than the liquidity and trading
prices of markets where securities are freely tradable and capital therefore flows more freely. The fund cannot predict the nature
or duration of such a market disruption or the impact that it may have on the A-Share market and the short-term and long-term
prospects of its investments in the A-Share market.
The
Chinese government has in the past taken actions that benefited holders of A-Shares. As A-Shares become more accessible to foreign
investors, such as the funds, the Chinese government may be less likely to take action that would benefit holders of A-Shares.
In addition, there is no guarantee that any existing RQFII quota will be maintained or that any additional RQFII quotas will be
granted if the RQFII quota is reduced or eliminated by SAFE or if the RQFII license is revoked by CSRC at some point in the future.
A fund cannot predict what would occur if the Stock Connect program was terminated, if the RQFII quota were reduced or eliminated
or if the relevant RQFII license were to be revoked, although such an occurrence would likely have a material adverse effect on
the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. Although no individual investment quotas or licensing requirements apply
to investors in Stock Connect, trading through Stock Connect is subject to a daily quota (“Daily Quota”), which limits
the maximum net purchases on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading
PRC listed securities and PRC investors trading Hong Kong listed securities trading through the relevant Stock Connect. The Daily
Quota does not belong to the fund and is utilized by all investors on
a
first-come-first- serve basis. As such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although the
fund will be permitted to sell A-Shares regardless of the Daily Quota balance). The Daily Quota may restrict the fund’s
ability to invest in A-Shares through Stock Connect on a timely basis, which could affect the fund’s ability to effectively
pursue its investment strategy. The Daily Quota is also subject to change.
In
addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, A-Shares through Stock Connect (“Stock Connect A-Shares”)
generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.
While A-shares must be designated as eligible to be traded under Stock Connect (such eligible A-Shares listed on the SSE, the
“SSE Securities,” and such eligible A-Shares listed on the SZSE, the “SZSE Securities”), those A-Shares
may also lose such designation, and if this occurs, such A-Shares may be sold but could no longer be purchased through Stock Connect.
With respect to sell orders under Stock Connect, the Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checks
to ensure an investor has sufficient A-Shares in its account before the market opens on the trading day. Accordingly, if there
are insufficient A-Shares in an investor’s account before the market opens on the trading day, the sell order will be rejected,
which may adversely impact the funds’ performance.
In
addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. Therefore, an investment in A- Shares through Stock
Connect may subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is
not trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading under Stock Connect under certain circumstances.
Where such a suspension of trading is effected, the fund’s ability to access A-Shares through Stock Connect will be adversely
affected. In addition, if one or both of the Chinese and Hong Kong markets are closed on a US trading day, the fund may not be
able to acquire or dispose of A-Shares through Stock Connect in a timely manner, which could adversely affect the fund’s
performance.
The
fund’s investments in A-Shares though Stock Connect are held by its custodian in accounts in Central Clearing and Settlement
System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn
holds the A-Shares, as the nominee holder, through an omnibus securities account in its name registered with the China Securities
Depository and Clearing Corporation Limited (“CSDCC”). The precise nature and rights of each fund as the beneficial
owner of
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the
SSE Securities or SZSE Securities through HKSCC as nominee is not well defined under PRC law. There is a lack of a clear definition
of, and distinction between, legal ownership and beneficial ownership under PRC law and there have been few cases involving a
nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and interests of each fund
under PRC law is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong, there
is a risk that the SSE Securities or SZSE Securities may not be regarded as held for the beneficial ownership of each fund or
as part of the general assets of HKSCC available for general distribution to its creditors.
Notwithstanding
the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its omnibus stock account
in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat HKSCC as one of the shareholders
when it handles corporate actions in respect of such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting
SSE Securities and SZSE Securities and keeps participants of CCASS informed of all such corporate actions that require CCASS participants
to take steps in order to participate in them. A fund will therefore depend on HKSCC for both settlement and notification and
implementation of corporate actions.
The
HKSCC is responsible for the clearing, settlement and the provisions of depositary, nominee and other related services of the
trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE Securities
directly – they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the CSDCC
establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross-border
trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its market
contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against the CSDCC.
In that event, the fund may suffer delays in the recovery process or may not be able to fully recover its losses from the CSDCC.
Market
participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity”
in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires the development of
new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems
will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant
systems fail to function properly, trading
in
A-Shares through Stock Connect could be disrupted, and the fund’s ability to achieve its investment objective may be adversely
affected.
A
primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares.
Therefore, the fund’s investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing
rules, among other restrictions.
Finally,
according to Caishui [2014] 81 (“Circular 81”) and Caishui [2016] 127 (“Circular 127”), while foreign
investors are exempted from paying capital gains or business taxes (later, value-added taxes) on income and gains from investments
in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for the fund.
Dividends derived from A-Shares are subject to a 10% PRC withholding income tax generally. PRC stamp duty is also payable for
transactions in A-Shares through Stock Connect. Currently, PRC stamp duty on A-Shares transactions is only imposed on the seller,
but not on the purchaser, at the tax rate of 0.1% of the total sales value.
Circular
81 and Circular 127 stipulate that PRC business tax (and, subsequently, PRC value-added tax) is temporarily exempted on capital
gains derived by Hong Kong market participants (including the fund) from the trading of A-Shares through Stock Connect. According
to Caishui [2016] No. 36, the PRC value- added tax reform in the PRC will be expanded to all industries, including financial services,
starting May 1, 2016. The PRC business tax exemption prescribed in Circular 81 is grandfathered under the value-added tax regime.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments
in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate of 10% on
dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China. China also
imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident
in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
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Since
the respective inception of Shanghai – Hong Kong Stock Connect and Shenzhen – Hong Kong Stock Connect, foreign investors
(including the funds) investing in A-Shares listed on the SSE through Shanghai – Hong Kong Stock Connect and those listed
on the SZSE through Shenzhen – Hong Kong Stock Connect would be temporarily exempt from the PRC corporate income tax and
value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17,
2014 has been paid by the fund, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. The fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on the fund’s return could be substantial. The fund may also be liable to the Advisor or
subadvisor for any tax that is imposed on the Advisor or subadvisor by the PRC with respect to the fund’s investments. If
the fund's direct investments in A-Shares through the Advisor's or subadvisor’s RQFII quota in the future becomes subject
to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under the Internal
Revenue Code, and be subject to tax at the fund level.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, potentially retroactively,
including with respect to the possible liability of a fund for the taxation of income and gains from investments in A-Shares through
Stock Connect or obligations of an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject
to a reduced rate under an applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign
investor such as the fund is also uncertain. Finally, it is also unclear whether an RQFII would also be eligible for PRC Business
Tax (“BT”) exemption, which has been granted to QFIIs, with respect to gains derived prior to May 1, 2016. In practice,
the BT has not been collected. However, the imposition of such taxes on the fund could have a material adverse effect on the fund’s
returns. Since May 1, 2016, RQFIIs are exempt from PRC value- added tax, which replaced the BT with respect to gains realized
from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to a fund and their shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), a fund could be subject to withholding
tax liability in excess of the amount reserved (if any). The impact of any such tax liability on a fund’s return could be
substantial. A fund will be liable to the Advisor and/or subadvisor for any Chinese tax that is imposed on the Advisor and/or
subadvisor with respect to the fund’s investments.
To
the extent a fund invests in swaps linked to A-Shares, such investments may be less tax-efficient for US tax purposes than a direct
investment in A-Shares. Any tax liability incurred by the swap counterparty may be passed on to a fund. When a fund sells a swap
on A-Shares, the sale price may take into account of the RQFII’s tax liability.
Investments
in swaps and other derivatives may be subject to special US federal income tax rules that could adversely affect the character,
timing and amount of income earned by a fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income
or to be taken into income earlier than would otherwise be necessary). Also, a fund may be required to periodically adjust its
positions in its swaps and derivatives to comply with certain regulatory requirements which may further cause these investments
to be less efficient than a direct investment in A-Shares. For example, swaps in which a fund may invest may need to be reset
on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the fund will generate
short-term capital gains. In addition, because the application of special tax rules to a fund and its investments may be uncertain,
it is possible that the manner in which they are applied by the fund may be determined to be incorrect. In that event, a fund
may be found to have failed to maintain its qualification as a RIC or to be subject to additional US tax liability. A fund may
make investments, both directly and through swaps or other derivative positions, in companies classified as passive foreign investment
companies for US federal income tax purposes (“PFICs”). Investments in PFICs are subject to special tax rules which
may result in adverse tax consequences to the fund and its shareholders.
Political
and economic risk. The economy of China, which has been in a state of transition from a planned
economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including
the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of
resources. Although the
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majority
of productive assets in China are still owned by the PRC government at various levels, in recent years, the PRC government has
implemented economic reform measures emphasizing utilization of market forces in the development of the economy of China and a
high level of management autonomy. The economy of China has experienced significant growth in recent decades, but growth has been
uneven both geographically and among various sectors of the economy. Economic growth has also been accompanied by periods of high
inflation. The PRC government has implemented various measures from time to time to control inflation and restrain the rate of
economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there
can be no assurance that the PRC government will continue to pursue such economic policies or that such policies, if pursued,
will be successful. Any adjustment and modification of those economic policies may have an adverse impact on the securities markets
in the PRC as well as the constituent securities of the Underlying Index. Further, the PRC government may from time to time adopt
corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance
of the fund.
Political
changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
issuers of the A-Shares in the fund’s Underlying Index. The laws, regulations, including the investment regulations, government
policies and political and economic climate in China may change with little or no advance notice. Any such change could adversely
affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the fund’s portfolio.
The
Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations.
The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates
the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide
preferential treatment to particular industries or companies. The policies set by the government could have a substantial effect
on the Chinese economy and the fund’s investments.
The
Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably
from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment,
resource
self- sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading partners,
such as the European Union, the US, Hong Kong, the Association of South East Asian Nations, and Japan, would adversely affect
the Chinese economy and the fund’s investments.
In
addition, as much of China’s growth over recent decades has been a result of significant investment in substantial export
trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,
trade wars and other negative consequences. The current political climate has intensified concerns about trade tariffs and a potential
trade war between China and the US. These consequences may trigger a significant reduction in international trade, the oversupply
of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large
segments of China’s export industry with a potentially severe negative impact to the fund. Events such as these are difficult
to predict and may or may not occur in the future.
China
has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and
permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has
experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance,
however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978
or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the
world, such as the US, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic
downturn in China would adversely impact the fund’s investments.
Inflation.
Economic growth in China has historically been accompanied by periods of high inflation. Beginning
in 2004, the Chinese government commenced the implementation of various measures to control inflation, which included the tightening
of the money supply, the raising of interest rates and more stringent control over certain industries. If these measures are not
successful, and if inflation were to steadily increase, the performance of the Chinese economy and the fund’s investments
could be adversely affected.
Nationalization
and expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government
renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no
assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the fund involves
a risk of a total loss.
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Hong
Kong policy. As part of Hong Kong’s transition from British to Chinese sovereignty in 1997,
China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems
for a period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China
does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions
on free trade in Hong Kong.
However,
there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at
any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value
of securities in the fund’s portfolio.
Chinese
securities markets. The securities markets in China have a limited operating history and are not
as developed as those in the US. The markets tend to be smaller in size, have less liquidity and historically have had greater
volatility than markets in the US and some other countries. In addition, under normal market conditions, there is less regulation
and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the US. Accordingly,
issuers of securities in China are not subject to the same degree of regulation as are US issuers with respect to such matters
as insider trading rules, tender offer regulation, stockholder proxy requirements and the requirements mandating timely disclosure
of information. During periods of significant market volatility, the Chinese government has, from time to time, intervened in
its domestic securities markets to a greater degree than would be typical in more developed markets, including both direct and
indirect market stabilization efforts, which may affect valuations of Chinese issuers. Stock markets in China are in the process
of change and further development. This may lead to trading volatility, difficulty in the settlement and recording of transactions
and difficulty in interpreting and applying the relevant regulations.
Available
disclosure about Chinese companies. Disclosure and regulatory standards in emerging market countries,
such as China, are in many respects less stringent than US standards. There is substantially less publicly available information
about Chinese issuers than there is about US issuers. Therefore, disclosure of certain material information may not be made, and
less information may be available to the fund and other investors than would be the case if the fund’s investments were
restricted to securities of US issuers. Chinese issuers are subject to accounting, auditing and financial standards and requirements
that differ, in some cases significantly, from those applicable to US issuers. In particular, the assets and profits appearing
on the financial statements of a Chinese issuer may not reflect its financial position or results of
operations
in the way they would be reflected had such financial statements been prepared in accordance with US Generally Accepted Accounting
Principles.
Chinese
corporate and securities law. The regulations which regulate investments by RQFIIs in the PRC
and the repatriation of capital from RQFII investments are relatively new. As a result, the application and interpretation of
such investment regulations are therefore relatively untested. In addition, PRC authorities and regulators have broad discretion
under such investment regulations and there is little precedent or certainty evidencing how such discretion will be exercised
now or in the future.
The
fund’s rights with respect to its investments in A-Shares (as applicable), if any, generally will not be governed by US
law, and instead will generally be governed by Chinese law. China operates under a civil law system, in which court precedent
is not binding. Because there is no binding precedent to interpret existing statutes, there is uncertainty regarding the implementation
of existing law.
Legal
principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and stockholders’ rights often differ from those that may apply in the US and other countries. Chinese laws providing protection
to investors, such as laws regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors,
such as the fund, with protection in all situations where protection would be provided by comparable laws in the US. China lacks
a national set of laws that address all issues that may arise with regard to a foreign investor such as the fund. It may therefore
be difficult for the fund to enforce its rights as an investor under Chinese corporate and securities laws, and it may be difficult
or impossible for the fund to obtain a judgment in court. Moreover, as Chinese corporate and securities laws continue to develop,
these developments may adversely affect foreign investors, such as the fund.
Sanctions
and embargoes. From time to time, certain of the companies in which the fund expects to invest
may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. A company may suffer damage to its reputation
if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed
by the US government and the United Nations and/or countries identified by the US government as state sponsors of terrorism. As
an investor in such companies, the fund will be indirectly subject to those risks.
Tax
on retained income and gains. To the extent the fund does not distribute to shareholders all or
substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay US
federal income tax on the retained income and gains, thereby reducing the fund’s return. A fund may elect to treat any
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retained
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Foreign
exchange control. The Chinese government heavily regulates the domestic exchange of foreign currencies
within China. Under China’s State Administration of Foreign Exchange (“SAFE”) regulations, Chinese corporations
may only purchase foreign currencies through government approved banks. In general, Chinese companies must receive approval from
or register with the Chinese government before investing in certain capital account items, including direct investments and loans,
and must thereafter maintain separate foreign exchange accounts for the capital items. Foreign investors may only exchange foreign
currencies at specially authorized banks after complying with documentation requirements. These restrictions may adversely affect
the fund and its investments. The international community has requested that China ease its restrictions on currency exchange,
but it is unclear whether the Chinese government will change its policy.
RMB,
is currently not a freely convertible currency as it is subject to foreign exchange control, fiscal policies and repatriation
restrictions imposed by the Chinese government. Such control of currency conversion and movements in the RMB exchange rates may
adversely affect the operations and financial results of companies in the PRC. In addition, if such control policies change in
the future, the fund may be adversely affected. Since 2005, the exchange rate of the RMB is no longer pegged to the US dollar.
The RMB has now moved to a managed floating exchange rate based on market supply and demand with reference to a basket of foreign
currencies. The daily trading price of the RMB against other major currencies in the inter-bank foreign exchange market would
be allowed to float within a narrow band around the central parity published by the People’s Bank of China. As the exchange
rates are based primarily on market forces, the exchange rates for RMB against other currencies, including the US dollar, are
susceptible to movements based on external factors. There can be no assurance that the RMB will not be subject to appreciation
or devaluation, either due to changes in government policy or market factors. Any devaluation of the RMB could adversely affect
the value of the fund’s investments. The PRC government imposes restrictions on the remittance of RMB out of and into China.
To the extent the fund invests through an RQFII, the fund may be required to remit RMB from Hong Kong to the PRC to settle the
purchase of A-Shares and other
permissible
securities by the fund. In the event such remittance is disrupted, the fund may not be able to fully replicate its Underlying
Index by investing in the relevant A-Shares and this will increase the tracking error of the fund. Any delay in repatriation of
RMB out of China may result in delay in payment of redemption proceeds to the redeeming investors. The Chinese government’s
policies on exchange control and repatriation restrictions are subject to change, and the fund’s performance may be adversely
affected.
Foreign
currency considerations. The assets of the fund are invested primarily in the equity securities
of issuers in China and the income received by the fund will be primarily in RMB.
RMB
can be further categorized into onshore RMB (“CNY”), traded only in the PRC, and offshore RMB (“CNH”),
traded outside the PRC. CNY and CNH are traded at different exchange rates and their exchange rates may not move in the same direction.
Although there has been a growing amount of RMB held offshore, CNH cannot be freely remitted into the PRC and is subject to certain
restrictions, and vice versa. The fund may also be adversely affected by the exchange rates between CNY and CNH. There is no assurance
that there will always be RMB available in sufficient amounts for the fund to remain fully invested.
Meanwhile,
the fund will compute and expects to distribute its income in US dollars, and the computation of income will be made on the date
that the income is earned by the fund at the foreign exchange rate in effect on that date. Any gain or loss attributable to fluctuations
in exchange rates between the time the fund accrues income or gain and the time the fund converts such income or gain from RMB
to the US dollar is generally treated as ordinary income or loss. Therefore, if the value of the RMB increases relative to the
US dollar between the accrual of income and the time at which the fund converts the RMB to US dollars, the fund will recognize
ordinary income when the RMB is converted. In such circumstances, if the fund has insufficient cash in US dollars to meet distribution
requirements under the Internal Revenue Code, the fund may be required to liquidate certain positions in order to make distributions.
The liquidation of investments, if required, may also have an adverse impact on the fund’s performance.
Furthermore,
the fund may incur costs in connection with conversions between US dollars and RMB. Foreign exchange dealers realize a profit
based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will
offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire immediately
to resell that currency to the dealer. A fund will conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the
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foreign
currency exchange market, or through entering into forward, futures or options contracts to purchase or sell foreign currencies.
Currently,
there is no market in China in which the fund may engage in hedging transactions to minimize RMB foreign exchange risk in CNY,
and there can be no guarantee that instruments suitable for hedging currency in CNY will be available to the fund in China at
any time in the future. In the event that in the future it becomes possible to hedge RMB currency risk in China in CNY, the fund
may seek to reduce the foregoing currency risks by engaging in hedging transactions. In that case, the fund may enter into forward
currency exchange contracts and currency futures contracts and options on such futures contracts, as well as purchase put or call
options on currencies, in China. The funds do not currently intend to hedge RMB currency risk in CNH. Currency hedging would involve
special risks, including possible default by the other party to the transaction, illiquidity and, to the extent the Advisor’s
or subadvisor’s (as applicable) view as to certain market movements is incorrect, the risk that the use of hedging could
result in losses greater than if they had not been used. The use of currency transactions could result in the fund’s incurring
losses as a result of the imposition of exchange controls, exchange rate regulation, suspension of settlements or the inability
to deliver or receive a specified currency.
Disclosure
of interests and short swing profit rule. The fund may be subject to shareholder disclosure of
interest regulations promulgated by the CSRC. These regulations currently require the fund to make certain public disclosures
when the fund and parties acting in concert with the fund acquire 5% or more of the issued securities of a listed company (which
include A-Shares of the listed company). If the reporting requirement is triggered, the fund will be required to report information
which includes, but is not limited to: (a) information about the fund (and parties acting in concert with the fund) and the type
and extent of its holdings in the company; (b) a statement of the fund’s purposes for the investment and whether the fund
intends to increase its holdings over the following 12-month period; (c) a statement of the fund’s historical investments
in the company over the previous six months; (d) the time of, and other information relating to, the transaction that triggered
the fund’s holding in the listed company reaching the 5% reporting threshold; and (e) other information that may be required
by the CSRC or the stock exchange. Additional information may be required if the fund and its concerted parties constitute the
largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock exchange,
the invested company, and the CSRC local representative office where the listed company is located. A fund would also be required
to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain the same content
as
the
official report. The public announcement may require the fund to disclose its holdings to the public, which could have an adverse
effect on the performance of the fund.
The
relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in
concert. As such, under a conservative interpretation of these regulations, the fund may be deemed as a “concerted party”
of other funds managed by the Advisor, subadvisor or their affiliates and therefore may be subject to the risk that the fund’s
holdings may be required to be reported in the aggregate with the holdings of such other funds should the aggregate holdings trigger
the reporting threshold under the PRC law. If the 5% shareholding threshold is triggered by the fund and parties acting in concert
with the fund, the fund would be required to file its report within three days of the date the threshold is reached. During the
time limit for filing the report, a trading freeze applies and the fund would not be permitted to make subsequent trades in the
invested company’s securities. Any such trading freeze may undermine the fund’s performance, if the fund would otherwise
make trades during that period but is prevented from doing so by the regulation.
Once
the fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase
or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an
additional freeze on trading within two days of the fund’s report and announcement of the incremental change. These trading
freezes may undermine the fund’s performance as described above. Also, SSE requirements currently require the fund and parties
acting in concert, once they have reach the 5% threshold, to disclose whenever their shareholding drops below this threshold (even
as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant
CSRC regulation).
CSRC
regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting
in concert reach thresholds of 20% and greater than 30% shareholding in a company.
Subject
to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to
the trading of the fund with the result that where the holdings of the fund (possibly with the holdings of other investors deemed
as concert parties of the fund) exceed 5% of the total issued shares of a listed company, the fund may not reduce its holdings
in the company within six months of the last purchase of shares of the company. If a fund violates the rule, it may be required
by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the
ability of the fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures,
the fund’s assets
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be frozen to the extent of the claims made by the company in question. These risks may greatly impair the performance of the fund.
Investment
and repatriation restrictions. Investments by the fund in A-Shares (as well as other Chinese financial
instruments permitted by the CSRC and the People’s Bank of China, including open- and closed-end investment companies) are
subject to governmental pre-approval limitations on the quantity that the fund may purchase and/or limits on the classes of securities
in which the fund may invest.
With
respect to investments in A-Shares made through the RQFII program, repatriations by RQFIIs are permitted daily and are not subject
to lock-up periods or prior approval. There is no assurance, however, that PRC rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Any restrictions on repatriation of the fund’s assets may adversely affect
the fund’s ability to meet redemption requests and/or may cause the fund to borrow money in order to meet its obligations.
These limitations may also prevent the fund from making certain distributions to shareholders.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the Underlying
Index. This may increase the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
Repatriations
by RQFIIs in which the fund may invest are permitted daily and are not subject to lock-up periods or prior approval. There is
no assurance, however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in
the future. Any restrictions on repatriation of the fund’s assets may directly or indirectly adversely affect the fund’s
ability to meet redemption requests and/or cause the fund to borrow money in order to meet its obligations. These limitations
may also prevent the fund from making certain distributions.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the fund’s
Underlying Index, and thus with respect to the fund’s holdings as compared to that of its Underlying Index. This may increase
the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
A-Shares
currency risk. The fund’s investments in A-Shares will be denominated in RMB and the income
received by the fund in respect of such investments will be in RMB. As a result, changes in currency exchange rates may adversely
affect the fund’s returns. The value of the RMB may be subject to a high degree of fluctuation due to changes in interest
rates, the effects of monetary policies issued by the PRC, the US, foreign governments, central banks or supranational entities,
the imposition of currency controls or other national or global political or economic developments. Therefore, the fund’s
exposure to RMB may result in reduced returns to the fund. The fund does not expect to hedge its currency risk. Moreover, the
fund may incur costs in connection with conversions between US dollars and RMB and will bear the risk of any inability to convert
the RMB.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
In
addition, various PRC companies derive their revenues in RMB but have requirements for foreign currency, including for the import
of materials, debt service on foreign currency denominated debt, purchases of imported equipment and payment of any cash dividends
declared. The existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for certain
transactions, including trade and service related
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foreign
exchange transactions and payment of dividends. However, it is impossible to predict whether the PRC government will continue
its existing foreign exchange policy and when the PRC government will allow free conversion of the RMB to foreign currency. Certain
foreign exchange transactions, including principal payments in respect of foreign currency-denominated obligations, currently
continue to be subject to significant foreign exchange controls and require the approval of SAFE. Since 1994, the conversion of
RMB into US dollars has been based on rates set by the People’s Bank of China, which are set daily based on the previous
day’s PRC interbank foreign exchange market rate. It is not possible to predict nor give any assurance of any future stability
of the RMB to US dollar exchange rate. Fluctuations in exchange rates may adversely affect the fund’s NAV. Furthermore,
because dividends are declared in US dollars and underlying payments are made in RMB, fluctuations in exchange rates may adversely
affect dividends paid by the fund.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Counterparty
risk. To the extent the fund invests in swaps to gain exposure to A-Shares in an effort to achieve
the fund’s investment objective, the fund will be subject to the risk that the number of counterparties able to enter into
swaps to provide exposure to A-Shares may be limited. To the extent that the RQFII quota of a potential swap counterparty is reduced
or eliminated due to actions by the Chinese government or as a result of transactions entered into by the counterparty with other
investors, the counterparty’s ability to continue to enter into swaps or other derivative transactions with the fund may
be reduced or eliminated, which could have a material adverse effect on the fund. These risks are compounded by the fact that
at present there are only a limited number of potential counterparties willing and able to enter into swap transactions linked
to the performance of A-Shares.
Furthermore,
swaps are of limited duration and there is no guarantee that swaps entered into with a counterparty will continue indefinitely.
Accordingly, the duration of a swap depends on, among other things, the ability of the fund to renew the expiration period of
the relevant swap at agreed upon terms. In addition, under the current regulations regarding quotas of QFIIs and RQFIIs administered
by SAFE, QFIIs and RQFIIs are prohibited from transferring or selling their quotas to any third party. However, there is uncertainty
over what constitutes a transfer of quota and how this prohibition is implemented. Therefore, subject to interpretation by SAFE,
QFIIs and RQFIIs may be limited or prohibited from providing the fund access to RQFII quotas by entering into swap or other derivative
transactions, which, in turn, could adversely affect the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008 resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or
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securities), or even ceased operations. These actions have caused the securities of many financial services companies to experience
a dramatic decline in value. Moreover, certain financial companies have avoided collapse due to intervention by governmental regulatory
authorities, but such interventions have often not averted a substantial decline in the value of such companies’ common
stock. Issuers that have exposure to the real estate, mortgage and credit markets have been particularly affected by the foregoing
events and the general market turmoil, and it is uncertain whether or for how long these conditions will continue.
The
financial services sector in China is also undergoing significant change, including continuing consolidations, development of
new products and structures and changes to its regulatory framework, which may have an impact on the issuers included in the Underlying
Index. Increased government involvement in the financial services sector, including measures such as taking ownership positions
in financial institutions, could result in a dilution of the fund’s investments in financial institutions.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Swap
agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction
is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position
at an advantageous time or price, which may result in significant losses to the fund. This is especially true given the limited
number of potential counterparties willing and able to enter into swap transactions on A-Shares. In addition, a swap transaction
may be subject to the fund’s limitation on investments in illiquid securities. Swap agreements may be subject to pricing
risk, which exists when a particular swap agreement becomes extraordinarily expensive (or inexpensive)
relative
to historical prices or the prices of corresponding cash market instruments. The swaps market is largely unregulated. It is possible
that developments in the swaps market, including potential government regulation, could adversely affect the fund’s ability
to terminate existing swap agreements or to realize amounts to be received under such agreements.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to
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restrictions or limitations imposed by the governments of certain countries, a lack of liquidity in the markets in which such
securities trade, potential adverse tax consequences or other regulatory reasons. To the extent the fund calculates its NAV based
on fair value prices and the value of the Underlying Index is based on securities’ closing prices (i.e., the value of the
Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying Index may be adversely affected.
The performance of the fund also may diverge from that of the Underlying Index if the Advisor and/or subadvisor seek to gain exposure
to A-Shares by investing in securities not included in the Underlying Index, derivative instruments, and other pooled investment
vehicles because the subadvisor’s RQFII quota has become inadequate, the subadvisor is unable to maintain its RQFII status,
or the Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the fund may sell certain securities, and such
sale may cause the fund to realize a loss and deviate from the performance of the Underlying Index. In light of the factors discussed
above, the fund’s return may deviate significantly from the return of the Underlying Index.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions,
including
disruptions at market makers, APs or market participants, or during periods of significant market volatility, may result in trading
prices that differ significantly from the value of the fund’s holdings. Although market makers will generally take advantage
of differences between the NAV and the market price of fund shares through arbitrage opportunities, there is no guarantee that
they will do so. If market makers. exit the business or are unable to continue making markets in fund’s shares, shares may
trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would no longer be able
to trade shares in the secondary market). The market price of shares, like the price of any exchange-traded security, includes
a “bid-ask spread” charged by the exchange specialist, market makers or other participants that trade the particular
security. In times of severe market disruption, the bid-ask spread often increases significantly. This means that shares may trade
at a discount to the fund’s NAV, and the discount is likely to be greatest when the price of shares is falling fastest,
which may be the time that you most want to sell your shares. There are various methods by which investors can purchase and sell
shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of a fund. In addition, the securities held by
a fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of a fund based on the fund’s trading volume and market liquidity, and is generally lower if
the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The bid/ask spread of the Fund may be wider in comparison to the bid/ask
spread of other ETFs, due to the Fund’s exposure to A-Shares. The fund’s investment results are measured based upon
the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results
consistent with those experienced by those APs creating and redeeming shares directly with a fund. In addition, transactions by
large shareholders may account
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for
a large percentage of the trading volume on an exchange and may, therefore, have a material effect on the market price of the
fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
If
the fund becomes classified as “diversified” over time and again becomes non-diversified as a result of a change in
relative market capitalization or index weighting of one or more constituents of the index that the fund is designed to track,
non-diversification risk would apply.
Cash
transactions risk. Unlike many ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Other more conventional ETFs generally are able to make in-kind redemptions
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and
avoid realizing gains in connection with transactions designed to meet redemption requests. Effecting all redemptions for cash
may cause the fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. Such dispositions
may occur at an inopportune time resulting in potential losses to the fund and involve transaction costs. If the fund recognizes
a capital loss on these sales, the loss will offset capital gains and may result in smaller capital gain distributions from the
fund. If the fund recognizes gain on these sales, this generally will cause the fund to recognize gain it might not otherwise
have recognized if it were to distribute portfolio securities in-kind or to recognize such gain sooner than would otherwise be
required. The fund generally intends to distribute these gains to shareholders to avoid being taxed on this gain at the fund level
and otherwise comply with the special tax rules that apply to it. This strategy may cause shareholders to be subject to tax on
gains they would not otherwise be subject to, or at an earlier date than, if they had made an investment in a more conventional
ETF.
In
addition, cash transactions may have to be carried out over several days if the securities market is relatively illiquid and may
involve considerable brokerage fees and taxes. These brokerage fees and taxes, which will be higher than if a fund sold and redeemed
its shares principally in-kind, will generally be passed on to purchasers and redeemers of Creation Units in the form of creation
and redemption transaction fees. To the extent transaction and other costs associated with a redemption exceed the redemption
fee, those transaction costs might be borne by the fund’s remaining shareholders. China may also impose higher local tax
rates on transactions involving certain companies. In addition, these factors may result in wider spreads between the bid and
the offered prices of the fund’s shares than for more conventional ETFs.
As
a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem
Creation Units. Most investors will buy and sell shares of the fund on an exchange.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill
and
judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior or unexpected events. In
addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using futures can lower total
return and the potential loss from futures can exceed the fund’s initial investment in such contracts.
US
tax risk. A fund intends to distribute annually all or substantially all of its investment company
taxable income and net capital gain. However, should the Chinese government impose restrictions on the fund’s ability to
repatriate funds associated with direct investments in A-Shares, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code. If the fund fails to satisfy the distribution requirements necessary to qualify for treatment
as a RIC for any taxable year, the fund would be treated as a corporation subject to US federal income tax, thereby subjecting
any income earned by the fund to tax at the corporate level. If the fund fails to satisfy a separate distribution requirement,
it will be subject to a fund-level excise tax. These fund-level taxes will apply in addition to taxes payable at the shareholder
level on distributions.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Borrowing
risk. Borrowing creates leverage. It also adds to fund expenses and at times could effectively
force the fund to sell securities when it otherwise might not want to.
To
the extent that the fund borrows money and then invests that money, it creates leverage, in that the fund is exposed to investment
risks through the securities it has pledged for collateral as well as through the investments it purchases with the money borrowed
against that collateral. This leverage means that changes in the prices of securities the fund owns will have a greater effect
on the share price of the fund. The fund incurs interest expense and other costs when it borrows money; therefore, unless returns
on assets acquired with borrowed funds are greater than the costs of borrowing, performance will be lower than it would have been
without any borrowing. When the fund borrows money it must comply with certain asset coverage requirements, which at times may
require the fund to dispose of some of its portfolio holdings even though it may be disadvantageous to do so at that time.
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Leveraging
Risk. The fund’s investment in futures contracts and other derivative instruments provide
leveraged exposure. The fund’s investment in these instruments generally requires a small investment relative to the amount
of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those
instruments. The use of derivatives and other similar financial instruments may at times be an integral part of the fund’s
investment strategy and may expose the fund to potentially dramatic losses (or gains) in the value of a derivative or other financial
instruments and, thus, in the value the fund’s portfolio. The cost of investing in such instruments generally increases
as interest rates increase, which will lower a fund’s return.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
The
fund is also subject to the risk that an Underlying Fund may pay a redemption request made by the fund, wholly or partly, by an
in-kind distribution of portfolio securities rather than in cash. The fund may hold such portfolio securities until the Advisor
determines to dispose of them, and the fund will bear the market risk of the securities received in the redemption until their
disposition. Upon disposing of such portfolio securities, the fund may experience increased brokerage commissions.
An
investor in the fund may receive taxable gains from portfolio transactions by an Underlying Fund, as well as taxable gains from
transactions in shares of the Underlying Fund held by the fund. As the fund’s allocations to an Underlying Fund change from
time to time, or to the extent that the expense ratio of an Underlying Fund changes, the weighted average operating expenses borne
by the fund may increase or decrease.
To
the extent the fund invests a substantial portion of its assets in shares of foreign investment companies, including but not limited
to, ETFs the shares of which are listed and traded primarily or solely on a foreign securities exchange, such foreign funds will
not be registered as investment companies with the SEC or subject to the US federal securities laws. As a result, the fund’s
ability to transfer shares of such foreign funds outside of the foreign fund’s primary market will be restricted or prohibited.
While such foreign funds may operate similarly to domestic funds, the fund as an investor in a foreign fund will not be afforded
the same investor protections as are provided by the US federal securities laws.
When
the fund invests in a foreign fund, in addition to directly bearing the expenses associated with its own operations, it will bear
a pro rata portion of the foreign fund’s expenses. Further, in part because of these additional expenses, the performance
of a foreign fund may differ from the performance the fund would achieve if it invested directly in the underlying investments
of the foreign fund. The fund’s investments in foreign ETFs will be subject to the risk that the NAV of the foreign fund’s
shares may trade below the fund’s NAV. The NAV of foreign fund shares will fluctuate with changes in the market value of
the foreign fund’s holdings. The trading prices of foreign fund shares will fluctuate in accordance with changes in NAV
as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,”
will also vary for a foreign ETF depending on the fund’s trading volume and market liquidity. Generally, the greater the
trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to a foreign fund’s
shares trading at a premium or a discount to NAV.
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
Investment
Objective
The
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF (the “fund”) seeks investment results that correspond generally
to the performance, before fees and expenses, of the CSI 500 Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to reflect the price fluctuation and performance
of small-cap companies in the China A-Share market and is composed of the 500 smallest and most liquid stocks in the China A-Share
market. DBX Advisors LLC (the “Advisor”) expects that, over time, the correlation between the fund’s performance
and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation.
A-Shares
are equity securities issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”)
on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic of China (“China”
or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs.
These programs include the Qualified Foreign Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional
Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar
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amount
investment quota by China’s State Administration of Foreign Exchange (“SAFE”) to invest foreign freely convertible
currencies (in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s
domestic securities markets.
Harvest
Global Investments Limited (“HGI” or the “Sub- Advisor”) is a licensed RQFII and has been granted RQFII
quota for the fund’s investments. The Subadvisor, on behalf of the fund, may invest in A-Shares and other permitted China
securities listed on the Shanghai and Shenzhen Stock Exchanges up to the specified quota amount. The Subadvisor may apply or file
for an increase of the initial RQFII quota subject to certain conditions, including the use of all or substantially all of the
initial quota. There is no guarantee that an application for additional quota will be granted or a filing for additional quota
will not be revoked. The fund may also invest in A-Shares listed and traded on the Shanghai Stock Exchange and Shenzhen Stock
Exchange through the Shanghai – Hong Kong and Shenzhen – Hong Kong Stock Connect programs (“Stock Connect”).
Stock Connect is a securities trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange,
and The Stock Exchange of Hong Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited
and Hong Kong Securities Clearing Company Limited. Stock Connect is designed to permit mutual stock market access between mainland
China and Hong Kong by allowing investors to trade and settle shares on each market via their local exchanges. Trading through
Stock Connect is subject to a daily quota (“Daily Quota”), which limits the maximum daily net purchases on any particular
day by Hong Kong investors (and foreign investors trading through Hong Kong) trading PRC listed securities and PRC investors trading
Hong Kong listed securities trading through the relevant Stock Connect. Accordingly, the fund’s direct investments in A-Shares
will be limited by the quota allocated to the RQFII, i.e., HGI, or QFII, and by the Daily Quota that limits total purchases through
Stock Connect. Investment companies are not currently within the types of entities that are eligible for an RQFII or QFII license.
The
Subadvisor expects to use a full replication indexing strategy to seek to track the Underlying Index. As such, the Subadvisor
expects to invest directly in the component securities (or a substantial number of the component securities) of the Underlying
Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the
Subadvisor to acquire component securities due to limited availability or regulatory restrictions, the Sub- Advisor may use a
representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy.
“Representative sampling” is an indexing strategy that involves investing in a representative sample of securities
that collectively has an investment profile similar to the Underlying Index. The securities selected are
expected
to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings),
fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying
Index. The fund may or may not hold all of the securities in the Underlying Index when the Subadvisor is using a representative
sampling indexing strategy.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise the Underlying Index. The fund
will seek to achieve its investment objective by primarily investing directly in A-Shares. Because the fund does not satisfy the
criteria to qualify as an RQFII or QFII itself, the fund intends to invest directly in A-Shares via the quota granted to the Subadvisor
and may also invest through Stock Connect. While the fund intends to invest primarily and directly in A-Shares, the fund also
may invest in securities of issuers not included in the Underlying Index, futures contracts, stock index futures, swap contracts
and other types of derivative instruments, and other pooled investment vehicles, including affiliated and/or foreign investment
companies, that the Advisor and/or Sub- Advisor believes will help the fund to achieve its investment objective. The remainder
of the fund’s assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances,
the fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in A-Shares of Chinese
small-cap issuers or in derivative instruments and other securities that provide investment exposure to A-Shares of Chinese small-cap
issuers. The fund may invest in depositary receipts. The fund will not invest in any unlisted depositary receipt or any depositary
receipt that the Advisor deems illiquid at the time of purchase or for which pricing information is not readily available.
As
of July 31, 2019, the Underlying Index consisted of 500 securities with an average market capitalization of approximately $2.18
billion and a minimum market capitalization of approximately $535 million.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the information technology (18.8%), industrials (17.9%) and basic materials (16.8%) sectors. The information
technology sector includes companies engaged in developing software and providing data processing and outsourced services, along
with manufacturing and distributing communications equipment, computers and other electronic equipment and instruments. The industrials
sector includes companies engaged in the manufacture and distribution of capital goods, such as those used in defense, construction
and engineering, companies that
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manufacture
and distribute electrical equipment and industrial machinery and those that provide commercial and transportation services and
supplies. The basic materials sector includes companies that manufacture chemicals, construction materials, glass and paper products,
as well as metals, minerals and mining companies. To the extent that the fund tracks the Underlying Index, the fund’s investment
in certain sectors may change over time.
The
Subadvisor intends to fully (or at least substantially) replicate the fund’s Underlying Index, but may pursue a representative
sampling indexing strategy in circumstances where there is limited availability of component securities or regulatory restrictions
that inhibit the transferability of component securities. In addition, from time to time, the Subadvisor may choose to underweight
or overweight a security in the fund’s Underlying Index, purchase securities not included in the Underlying Index that the
Subadvisor believes are appropriate to substitute for certain securities in the Underlying Index, or utilize various combinations
of other available investment techniques to seek to track, before fees and expenses, the performance of the Underlying Index.
The fund also may seek to gain exposure to A-Shares through means other than the use of the Subadvisor’s RQFII quota, including
Stock Connect, obtaining a QFII quota or any other method permitted by PRC law and consistent with the fund’s investment
policies. The Subadvisor may also sell securities that are represented in the fund’s Underlying Index in anticipation of
their removal from the Underlying Index or purchase securities not represented in the Underlying Index in anticipation of their
addition to the Underlying Index.
The
fund may invest its assets in other securities, including, but not limited to: (i) swap contracts, (ii) interests in pooled investment
vehicles, including affiliated and foreign funds (certain funds may not be registered under the Investment Company Act of 1940,
as amended (the “1940 Act”) and therefore, not subject to the same investor protections as the fund), (iii) securities
not in the Underlying Index, including: (a) depositary receipts (depositary receipts, including American depositary receipts (“ADRs”)
may be used by the fund in seeking performance that corresponds to the fund’s Underlying Index and in managing cash flows,
and they may count towards compliance with the fund’s 80% investment policies) , (iv) cash and cash equivalents, (v) money
market instruments, such as repurchase agreements or money market funds (including money market funds advised by the Advisor,
HGI or their affiliates subject to applicable limitations under the 1940 Act, or exemptions therefrom), (vi) convertible securities,
(vii) structured notes (notes on which the amount of principal repayment and interest payments are based on the movement of one
or more specified factors, such as the movement of a particular stock or stock index), and (viii) futures contracts, options on
futures contracts, and other types of options related to the Underlying Index.
A
futures contract is a standardized exchange-traded agreement to buy or sell a specific quantity of an underlying instrument at
a specific price at a specific future time.
The
fund may become “non-diversified,” as defined under the Investment Company Act of 1940, as amended, solely as a result
of a change in relative market capitalization or index weighting of one or more constituents of the index that the fund is designed
to track. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such
circumstances.
Underlying
Index Information
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF Index Description.
The
Underlying Index is calculated and maintained by CSI. The Underlying Index is a modified free- float market capitalization weighted
index composed of the 500 smallest and most liquid stocks in the China A-Share market. Constituent stocks for the Underlying Index
must have been listed on either the Shanghai Stock Exchange or the Shenzhen Stock Exchange for more than three months (unless
the stock’s average daily A-Share market capitalization since its initial listing ranks among the top 30 of all A-Shares),
have demonstrated positive performance, and not be subject to abnormal volatility or other evidence of possible market manipulation.
If an issuer has reported a loss in its annual report or semi-annual report, the issuer’s stock will not be eligible for
inclusion in the Underlying Index. In addition, if an issuer experiences stock price volatility that is not attributable to market
demand and supply factors, but rather the possible result of market manipulation, the Index Provider will take such factor into
consideration when determining whether the issuer is eligible for inclusion or continued inclusion in the Underlying Index. When
determining eligibility, the Index Provider also may consider other factors, such as whether the issuer has been subject to any
administrative penalty or regulatory investigation. As of July 31, 2019, the Underlying Index consisted of 500 securities with
an average market capitalization of approximately $2.18 billion and a minimum market capitalization of approximately $535 million.
These amounts are subject to change.
When
selecting constituent stocks for the Underlying Index, the Index Provider: (1) calculates the daily average trading value and
daily average total market capitalization during the most recent year (or in the case of a new issue, during the time since its
initial listing) for all the stocks in the stock universe; (2) ranks the stocks in the stock universe (excluding the stocks either
in the CSI 300 or ranked in the top 300 in Shanghai and Shenzhen stock markets by daily average total market capitalization of
the past recent year) in descending order according to their average daily trading values, and excludes the bottom 20%; and (3)
ranks the remaining stocks in descending order according to their average daily total market capitalization and selects those
which rank top 500 as constituent stocks of the Underlying Index.
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The
weighting of a company in the Underlying Index is intended to be a reflection of the current importance of that company in the
China A-Share market as a whole. Stocks are selected and weighted according to market capitalization. A company is heavily weighted
in the Underlying Index if it has a relatively larger free-float market capitalization than the rest of the constituents in the
Underlying Index. The constituents of the Underlying Index are frequently reviewed by the Index Provider to ensure that the Underlying
Index continues to reflect the state and structure of the underlying market it measures. The Underlying Index is calculated in
real time and is published every six seconds in RMB (specifically, CNY). The composition of the Underlying Index is reviewed semi-
annually every January and July.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market volatility, which may disrupt securities markets and have adverse long-term effects on US
and world economies and markets. To the extent that the fund invests in a particular geographic region, capitalization or sector,
the fund’s performance may be affected by the general performance of that region, capitalization or sector.
Risk
of investing in China. Investments in China involve certain risks and special considerations,
including the following:
Investments
in A-Shares. The fund intends to invest directly in A-Shares through Stock Connect or the available
RQFII quota, as applicable. In the future, the fund may utilize an RQFII quota applied for by and granted to the
Advisor
and/or a subadvisor. Because the fund will not be able to invest directly in A-Shares in excess of an RQFII quota and beyond the
limits that may be imposed by Stock Connect, the size of the fund’s direct investments in A-Shares may be limited. In addition,
restrictions may be imposed on the repatriation of gains and income that may affect the fund’s ability to satisfy redemption
requests. Currently, there are two stock exchanges in mainland China, the SSE and the SZSE. The Shanghai and Shenzhen Stock Exchanges
are supervised by the China Securities Regulatory Commission (“CSRC”) and are highly automated with trading and settlement
executed electronically. The SSE and SZSE are substantially smaller, less liquid, and more volatile than the major securities
markets in the US.
The
SSE commenced trading on December 19, 1990, and the SZSE commenced trading on July 3, 1991. The SSE and SZSE divide listed shares
into two classes: A-Shares and B-Shares. Companies whose shares are traded on the SSE and SZSE that are incorporated in mainland
China may issue both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares
and B-Shares may both be listed on either the SSE or SZSE. Both classes represent an ownership interest comparable to a share
of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A-Shares
are traded on SSE and SZSE in RMB.
As
of June 30, 2018, the CSRC had granted licenses to 225 RQFIIs and to 307 QFIIs bringing total investment quotas to approximately
US $194.3 billion (as of June 28, 2018) in A-Shares and other permitted Chinese securities. Because restrictions continue to exist
and capital therefore cannot flow freely into the A-Share market, it is possible that in the event of a market disruption, the
liquidity of the A-Share market and trading prices of A-Shares could be more severely affected than the liquidity and trading
prices of markets where securities are freely tradable and capital therefore flows more freely. The fund cannot predict the nature
or duration of such a market disruption or the impact that it may have on the A-Share market and the short-term and long-term
prospects of its investments in the A-Share market.
The
Chinese government has in the past taken actions that benefited holders of A-Shares. As A-Shares become more accessible to foreign
investors, such as the funds, the Chinese government may be less likely to take action that would benefit holders of A-Shares.
In addition, there is no guarantee that any existing RQFII quota will be maintained or that any additional RQFII quotas will be
granted if the RQFII quota is reduced or eliminated by SAFE or if the RQFII license is revoked by CSRC at some point in the future.
A fund cannot predict what would occur if the Stock Connect program was terminated, if the RQFII quota
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were
reduced or eliminated or if the relevant RQFII license were to be revoked, although such an occurrence would likely have a material
adverse effect on the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Custody
risks of investing in A-Shares under the RQFII program. If the fund invests directly in A-Shares
under the RQFII program, the fund is required to select a PRC sub-custodian (the “PRC sub- custodian”), which is a
mainland commercial bank qualified both as a custodian for RQFII and as a settlement agent on the inter-bank bond market. The
PRC sub-custodian maintains the fund’s RMB deposit accounts and oversees the fund’s investments in A-Shares in the
PRC to ensure their compliance with the rules and regulations of the CSRC and the People’s Bank of China. A-Shares that
are traded on the SSE and SZSE are dealt and held in book-entry form through the CSDCC. A-Shares purchased by the Subadvisor,
in their capacity as an RQFII, on behalf of the fund, may be received by the CSDCC as credited to a securities trading account
maintained by the PRC sub-custodian in the names of the fund and the Subadvisor as the RQFII. A fund will pay the cost of the
account. The Subadvisor may not use the account for any other purpose than for maintaining the fund’s assets. However, given
that the securities trading account will be maintained in the name of the Sub- Adviser for the benefit of the fund, the fund’s
assets may not be as well protected as they would be if it were possible for them to be registered and held solely in the name
of the fund. In particular, there is a risk that creditors of the Subadvisor may assert that the securities are owned by the Subadvisor
and not the fund, and that a court would uphold such an assertion, in which case creditors of the Subadvisor could seize assets
of the fund. Because the Subadvisor’s RQFII quota would be in the name of the Subadvisor rather than the fund, there is
also a risk that regulatory actions taken against the Subadvisor by PRC government authorities may affect the fund.
Investors
should note that cash deposited in the fund’s account with the PRC sub-custodian will not be segregated but will be a debt
owing from the PRC sub-custodian to the fund as a depositor. Such cash will be co-mingled with cash belonging to other clients
of the PRC
sub-custodian.
In the event of bankruptcy or liquidation of the PRC sub-custodian, the fund will not have any proprietary rights to the cash
deposited in the account, and the fund will become an unsecured creditor, ranking pari passu with all other unsecured creditors,
of the PRC sub-custodian. A fund may face difficulty and/or encounter delays in recovering such debt, or may not be able to recover
it in full or at all, in which case the fund will suffer losses.
A-Shares
tax risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments
in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate of 10% on
dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China. China also
imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident
in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Since
the respective inception of Shanghai – Hong Kong Stock Connect and Shenzhen – Hong Kong Stock Connect, foreign investors
(including the funds) investing in A-Shares listed on the SSE through Shanghai – Hong Kong Stock Connect and those listed
on the SZSE through Shenzhen – Hong Kong Stock Connect would be temporarily exempt from the PRC corporate income tax and
value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate income tax on a withholding
basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining approval from the competent
tax authority. Since November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been
temporarily lifted. The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17,
2014 has been paid by the fund, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. The fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on the fund’s return could be substantial. The fund may also be liable to the Advisor or
Subadvisor for any tax that is imposed on the Advisor or Subadvisor by the PRC with respect to the fund’s investments. If
the fund's direct investments in A-Shares through the Advisor's or Subadvisor’s RQFII quota in the future becomes subject
to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under the Internal
Revenue Code, and be subject to tax at the fund level.
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The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, potentially retroactively,
including with respect to the possible liability of a fund for the taxation of income and gains from investments in A-Shares through
Stock Connect or obligations of an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject
to a reduced rate under an applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign
investor such as the fund is also uncertain. Finally, it is also unclear whether an RQFII would also be eligible for PRC Business
Tax (“BT”) exemption, which has been granted to QFIIs, with respect to gains derived prior to May 1, 2016. In practice,
the BT has not been collected. However, the imposition of such taxes on the fund could have a material adverse effect on the fund’s
returns. Since May 1, 2016, RQFIIs are exempt from PRC value- added tax, which replaced the BT with respect to gains realized
from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to a fund and their shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), a fund could be subject to withholding
tax liability in excess of the amount reserved (if any). The impact of any such tax liability on a fund’s return could be
substantial. A fund will be liable to the Advisor and/or Subadvisor for any Chinese tax that is imposed on the Advisor and/or
Subadvisor with respect to the fund’s investments.
To
the extent a fund invests in swaps linked to A-Shares, such investments may be less tax-efficient for US tax purposes than a direct
investment in A-Shares. Any tax liability incurred by the swap counterparty may be passed on to a fund. When a fund sells a swap
on A-Shares, the sale price may take into account of the RQFII’s tax liability.
Investments
in swaps and other derivatives may be subject to special US federal income tax rules that could adversely affect the character,
timing and amount of income earned by a fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income
or to be taken into income earlier than would otherwise be necessary). Also, a fund may be required to periodically adjust its
positions in its swaps and derivatives to comply with certain regulatory requirements which may further cause these investments
to be less efficient than a direct investment in A-Shares. For example, swaps in which a fund may invest may need to be reset
on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the fund will generate
short-term
capital gains. In addition, because the application of special tax rules to a fund and its investments may be uncertain, it is
possible that the manner in which they are applied by the fund may be determined to be incorrect. In that event, a fund may be
found to have failed to maintain its qualification as a RIC or to be subject to additional US tax liability. A fund may make investments,
both directly and through swaps or other derivative positions, in companies classified as passive foreign investment companies
for US federal income tax purposes (“PFICs”). Investments in PFICs are subject to special tax rules which may result
in adverse tax consequences to the fund and its shareholders.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. Although no individual investment quotas or licensing requirements apply
to investors in Stock Connect, trading through Stock Connect is subject to a daily quota (“Daily Quota”), which limits
the maximum net purchases on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading
PRC listed securities and PRC investors trading Hong Kong listed securities trading through the relevant Stock Connect. The Daily
Quota does not belong to the fund and is utilized by all investors on a first-come-first- serve basis. As such, buy orders for
A-Shares would be rejected once the Daily Quota is exceeded (although the fund will be permitted to sell A-Shares regardless of
the Daily Quota balance). The Daily Quota may restrict the fund’s ability to invest in A-Shares through Stock Connect on
a timely basis, which could affect the fund’s ability to effectively pursue its investment strategy. The Daily Quota is
also subject to change.
In
addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, A-Shares through Stock Connect (“Stock Connect A-Shares”)
generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.
While A-shares must be designated as eligible to be traded under Stock Connect (such eligible A-Shares listed on the SSE, the
“SSE Securities,” and such eligible A-Shares listed on the SZSE, the “SZSE Securities”), those A-Shares
may also lose such designation, and if this occurs, such A-Shares may be sold but could no longer be purchased through Stock Connect.
With respect to sell orders under Stock Connect, the Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checks
to ensure an investor has sufficient A-Shares in its account before the market opens on the trading day. Accordingly, if there
are insufficient A-Shares in an investor’s account before the market opens on the trading day, the sell order will be rejected,
which may adversely impact the funds’ performance.
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In
addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. Therefore, an investment in A- Shares through Stock
Connect may subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is
not trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading under Stock Connect under certain circumstances.
Where such a suspension of trading is effected, the fund’s ability to access A-Shares through Stock Connect will be adversely
affected. In addition, if one or both of the Chinese and Hong Kong markets are closed on a US trading day, the fund may not be
able to acquire or dispose of A-Shares through Stock Connect in a timely manner, which could adversely affect the fund’s
performance.
The
fund’s investments in A-Shares though Stock Connect are held by its custodian in accounts in Central Clearing and Settlement
System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn
holds the A-Shares, as the nominee holder, through an omnibus securities account in its name registered with the China Securities
Depository and Clearing Corporation Limited (“CSDCC”). The precise nature and rights of each fund as the beneficial
owner of the SSE Securities or SZSE Securities through HKSCC as nominee is not well defined under PRC law. There is a lack of
a clear definition of, and distinction between, legal ownership and beneficial ownership under PRC law and there have been few
cases involving a nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and interests
of each fund under PRC law is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong
Kong, there is a risk that the SSE Securities or SZSE Securities may not be regarded as held for the beneficial ownership of each
fund or as part of the general assets of HKSCC available for general distribution to its creditors.
Notwithstanding
the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its omnibus stock account
in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat HKSCC as one of the shareholders
when it handles corporate actions in respect of such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting
SSE Securities and SZSE Securities and keeps participants of CCASS informed of all such corporate actions that require CCASS participants
to take steps in order to participate in them. A fund will therefore depend on HKSCC for both settlement and notification and
implementation of corporate actions.
The
HKSCC is responsible for the clearing, settlement and the provisions of depositary, nominee and other related services of the
trades executed by Hong Kong market participants and investors. Accordingly, investors do not
hold
SSE Securities or SZSE Securities directly – they are held through their brokers’ or custodians’ accounts with
CCASS. The HKSCC and the CSDCC establish clearing links and each has become a participant of the other to facilitate clearing
and settlement of cross-border trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities
in Stock Connect under its market contracts with clearing participants will be limited to assisting clearing participants in pursuing
their claims against the CSDCC. In that event, the fund may suffer delays in the recovery process or may not be able to fully
recover its losses from the CSDCC.
Market
participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity”
in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires the development of
new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems
will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant
systems fail to function properly, trading in A-Shares through Stock Connect could be disrupted, and the fund’s ability
to achieve its investment objective may be adversely affected.
A
primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares.
Therefore, the fund’s investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing
rules, among other restrictions.
Finally,
according to Caishui [2014] 81 (“Circular 81”) and Caishui [2016] 127 (“Circular 127”), while foreign
investors are exempted from paying capital gains or business taxes (later, value-added taxes) on income and gains from investments
in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for the fund.
Dividends derived from A-Shares are subject to a 10% PRC withholding income tax generally. PRC stamp duty is also payable for
transactions in A-Shares through Stock Connect. Currently, PRC stamp duty on A-Shares transactions is only imposed on the seller,
but not on the purchaser, at the tax rate of 0.1% of the total sales value.
Circular
81 and Circular 127 stipulate that PRC business tax (and, subsequently, PRC value-added tax) is temporarily exempted on capital
gains derived by Hong Kong market participants (including the fund) from the trading of A-Shares through Stock Connect. According
to Caishui [2016] No. 36, the PRC value- added tax reform in the PRC will be expanded to all industries, including financial services,
starting May 1, 2016. The PRC business tax exemption prescribed in Circular 81 is grandfathered under the value-added tax regime.
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The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Political
and economic risk. The economy of China, which has been in a state of transition from a planned
economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including
the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of
resources. Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent
years, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development
of the economy of China and a high level of management autonomy. The economy of China has experienced significant growth in recent
decades, but growth has been uneven both geographically and among various sectors of the economy. Economic growth has also been
accompanied by periods of high inflation. The PRC government has implemented various measures from time to time to control inflation
and restrain the rate of economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there
can be no assurance that the PRC government will continue to pursue such economic policies or that such policies, if pursued,
will be successful. Any adjustment and modification of those economic policies may have an adverse impact on the securities markets
in the PRC as well as the constituent securities of the Underlying Index. Further, the PRC government may from time to time adopt
corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance
of the fund.
Political
changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
issuers of the A-Shares in the fund’s Underlying Index. The laws, regulations, including the investment regulations, government
policies and political and economic climate in China may change with little or no advance notice. Any such change
could
adversely affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the fund’s
portfolio.
The
Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations.
The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates
the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide
preferential treatment to particular industries or companies. The policies set by the government could have a substantial effect
on the Chinese economy and the fund’s investments.
The
Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably
from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment,
resource self- sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading
partners, such as the European Union, the US, Hong Kong, the Association of South East Asian Nations, and Japan, would adversely
affect the Chinese economy and the fund’s investments.
In
addition, as much of China’s growth over recent decades has been a result of significant investment in substantial export
trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,
trade wars and other negative consequences. The current political climate has intensified concerns about trade tariffs and a potential
trade war between China and the US. These consequences may trigger a significant reduction in international trade, the oversupply
of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large
segments of China’s export industry with a potentially severe negative impact to the fund. Events such as these are difficult
to predict and may or may not occur in the future.
China
has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and
permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has
experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance,
however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978
or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the
world, such as the US, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic
downturn in China would adversely impact the fund’s investments.
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Inflation.
Economic growth in China has historically been accompanied by periods of high inflation. Beginning
in 2004, the Chinese government commenced the implementation of various measures to control inflation, which included the tightening
of the money supply, the raising of interest rates and more stringent control over certain industries. If these measures are not
successful, and if inflation were to steadily increase, the performance of the Chinese economy and the fund’s investments
could be adversely affected.
Nationalization
and expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government
renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no
assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the fund involves
a risk of a total loss.
Hong
Kong policy. As part of Hong Kong’s transition from British to Chinese sovereignty in 1997,
China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems
for a period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China
does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions
on free trade in Hong Kong.
However,
there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at
any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value
of securities in the fund’s portfolio.
Chinese
securities markets. The securities markets in China have a limited operating history and are not
as developed as those in the US. The markets tend to be smaller in size, have less liquidity and historically have had greater
volatility than markets in the US and some other countries. In addition, under normal market conditions, there is less regulation
and monitoring of Chinese securities markets and the activities of investors, brokers and other participants than in the US. Accordingly,
issuers of securities in China are not subject to the same degree of regulation as are US issuers with respect to such matters
as insider trading rules, tender offer regulation, stockholder proxy requirements and the requirements mandating timely disclosure
of information. During periods of significant market volatility, the Chinese government has, from time to time, intervened in
its domestic securities markets to a greater degree than would be typical in more developed markets, including both direct and
indirect market stabilization efforts, which may affect valuations of Chinese issuers. Stock markets in China are in the process
of change and further development. This may lead to trading
volatility,
difficulty in the settlement and recording of transactions and difficulty in interpreting and applying the relevant regulations.
Available
disclosure about Chinese companies. Disclosure and regulatory standards in emerging market countries,
such as China, are in many respects less stringent than US standards. There is substantially less publicly available information
about Chinese issuers than there is about US issuers. Therefore, disclosure of certain material information may not be made, and
less information may be available to the fund and other investors than would be the case if the fund’s investments were
restricted to securities of US issuers. Chinese issuers are subject to accounting, auditing and financial standards and requirements
that differ, in some cases significantly, from those applicable to US issuers. In particular, the assets and profits appearing
on the financial statements of a Chinese issuer may not reflect its financial position or results of operations in the way they
would be reflected had such financial statements been prepared in accordance with US Generally Accepted Accounting Principles.
Chinese
corporate and securities law. The regulations which regulate investments by RQFIIs in the PRC
and the repatriation of capital from RQFII investments are relatively new. As a result, the application and interpretation of
such investment regulations are therefore relatively untested. In addition, PRC authorities and regulators have broad discretion
under such investment regulations and there is little precedent or certainty evidencing how such discretion will be exercised
now or in the future.
The
fund’s rights with respect to its investments in A-Shares (as applicable), if any, generally will not be governed by US
law, and instead will generally be governed by Chinese law. China operates under a civil law system, in which court precedent
is not binding. Because there is no binding precedent to interpret existing statutes, there is uncertainty regarding the implementation
of existing law.
Legal
principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and stockholders’ rights often differ from those that may apply in the US and other countries. Chinese laws providing protection
to investors, such as laws regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors,
such as the fund, with protection in all situations where protection would be provided by comparable laws in the US. China lacks
a national set of laws that address all issues that may arise with regard to a foreign investor such as the fund. It may therefore
be difficult for the fund to enforce its rights as an investor under Chinese corporate and securities laws, and it may be difficult
or impossible for the fund to obtain a judgment in court. Moreover, as Chinese corporate and securities laws continue to develop,
these developments may adversely affect foreign investors, such as the fund.
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Sanctions
and embargoes. From time to time, certain of the companies in which the fund expects to invest
may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. A company may suffer damage to its reputation
if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed
by the US government and the United Nations and/or countries identified by the US government as state sponsors of terrorism. As
an investor in such companies, the fund will be indirectly subject to those risks.
Tax
on retained income and gains. To the extent the fund does not distribute to shareholders all or
substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay US
federal income tax on the retained income and gains, thereby reducing the fund’s return. A fund may elect to treat any retained
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Foreign
exchange control. The Chinese government heavily regulates the domestic exchange of foreign currencies
within China. Under China’s State Administration of Foreign Exchange (“SAFE”) regulations, Chinese corporations
may only purchase foreign currencies through government approved banks. In general, Chinese companies must receive approval from
or register with the Chinese government before investing in certain capital account items, including direct investments and loans,
and must thereafter maintain separate foreign exchange accounts for the capital items. Foreign investors may only exchange foreign
currencies at specially authorized banks after complying with documentation requirements. These restrictions may adversely affect
the fund and its investments. The international community has requested that China ease its restrictions on currency exchange,
but it is unclear whether the Chinese government will change its policy.
RMB,
is currently not a freely convertible currency as it is subject to foreign exchange control, fiscal policies and repatriation
restrictions imposed by the Chinese government. Such control of currency conversion and movements in the RMB exchange rates may
adversely affect the operations and financial results of companies in the PRC. In addition, if such control policies change in
the future, the fund may be adversely affected. Since 2005, the exchange rate of the RMB is no longer pegged to the US dollar.
The RMB
has
now moved to a managed floating exchange rate based on market supply and demand with reference to a basket of foreign currencies.
The daily trading price of the RMB against other major currencies in the inter-bank foreign exchange market would be allowed to
float within a narrow band around the central parity published by the People’s Bank of China. As the exchange rates are
based primarily on market forces, the exchange rates for RMB against other currencies, including the US dollar, are susceptible
to movements based on external factors. There can be no assurance that the RMB will not be subject to appreciation or devaluation,
either due to changes in government policy or market factors. Any devaluation of the RMB could adversely affect the value of the
fund’s investments. The PRC government imposes restrictions on the remittance of RMB out of and into China. To the extent
the fund invests through an RQFII, the fund may be required to remit RMB from Hong Kong to the PRC to settle the purchase of A-Shares
and other permissible securities by the fund. In the event such remittance is disrupted, the fund may not be able to fully replicate
its Underlying Index by investing in the relevant A-Shares and this will increase the tracking error of the fund. Any delay in
repatriation of RMB out of China may result in delay in payment of redemption proceeds to the redeeming investors. The Chinese
government’s policies on exchange control and repatriation restrictions are subject to change, and the fund’s performance
may be adversely affected.
Foreign
currency considerations. The assets of the fund are invested primarily in the equity securities
of issuers in China and the income received by the fund will be primarily in RMB.
RMB
can be further categorized into onshore RMB (“CNY”), traded only in the PRC, and offshore RMB (“CNH”),
traded outside the PRC. CNY and CNH are traded at different exchange rates and their exchange rates may not move in the same direction.
Although there has been a growing amount of RMB held offshore, CNH cannot be freely remitted into the PRC and is subject to certain
restrictions, and vice versa. The fund may also be adversely affected by the exchange rates between CNY and CNH. There is no assurance
that there will always be RMB available in sufficient amounts for the fund to remain fully invested.
Meanwhile,
the fund will compute and expects to distribute its income in US dollars, and the computation of income will be made on the date
that the income is earned by the fund at the foreign exchange rate in effect on that date. Any gain or loss attributable to fluctuations
in exchange rates between the time the fund accrues income or gain and the time the fund converts such income or gain from RMB
to the US dollar is generally treated as ordinary income or loss. Therefore, if the value of the RMB increases relative to the
US dollar between the accrual of income and the time at which the fund converts
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the
RMB to US dollars, the fund will recognize ordinary income when the RMB is converted. In such circumstances, if the fund has insufficient
cash in US dollars to meet distribution requirements under the Internal Revenue Code, the fund may be required to liquidate certain
positions in order to make distributions. The liquidation of investments, if required, may also have an adverse impact on the
fund’s performance.
Furthermore,
the fund may incur costs in connection with conversions between US dollars and RMB. Foreign exchange dealers realize a profit
based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will
offer to sell a foreign currency to the fund at one rate, while offering a lesser rate of exchange should the fund desire immediately
to resell that currency to the dealer. A fund will conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange market, or through entering into forward, futures or
options contracts to purchase or sell foreign currencies.
Currently,
there is no market in China in which the fund may engage in hedging transactions to minimize RMB foreign exchange risk in CNY,
and there can be no guarantee that instruments suitable for hedging currency in CNY will be available to the fund in China at
any time in the future. In the event that in the future it becomes possible to hedge RMB currency risk in China in CNY, the fund
may seek to reduce the foregoing currency risks by engaging in hedging transactions. In that case, the fund may enter into forward
currency exchange contracts and currency futures contracts and options on such futures contracts, as well as purchase put or call
options on currencies, in China. The funds do not currently intend to hedge RMB currency risk in CNH. Currency hedging would involve
special risks, including possible default by the other party to the transaction, illiquidity and, to the extent the Advisor’s
or subadvisor’s (as applicable) view as to certain market movements is incorrect, the risk that the use of hedging could
result in losses greater than if they had not been used. The use of currency transactions could result in the fund’s incurring
losses as a result of the imposition of exchange controls, exchange rate regulation, suspension of settlements or the inability
to deliver or receive a specified currency.
PRC
brokers risk. Regulations adopted by the CSRC and SAFE under which the fund will invest in A-Shares
provide that the Subadvisor, if licensed as an RQFII, may select a PRC broker to execute transactions on its behalf on each of
the two PRC exchanges – the SSE and SZSE. The Subadvisor may select the same broker for both Exchanges. As a result, the
Subadvisor will have less flexibility to choose among brokers on behalf of the fund than is typically the case for US investment
managers. In the event of any default of a PRC broker in the execution or settlement of any transaction or in the transfer of
any
funds
or securities in the PRC, the fund may encounter delays in recovering its assets which may in turn adversely impact the NAV of
the fund.
If
the Subadvisor is unable to use one of its designated PRC brokers in the PRC, units of the fund may trade at a premium or discount
to its NAV or the fund may not be able to track the Underlying Index. Further, the operation of the fund may be adversely affected
in the case of any acts or omissions of a PRC broker, which may result in increased tracking error or the fund being traded at
a significant premium or discount to its NAV. The limited number of PRC brokers that may be appointed may cause the fund to not
necessarily pay the lowest commission available in the market. The Subadvisor, however, in its selection of PRC brokers will consider
such factors as the competitiveness of commission rates, size of the relevant orders, and execution standards. There is a risk
that the fund may suffer losses from the default, bankruptcy or disqualification of the PRC brokers. In such events, the fund
may be adversely affected in the execution of any transaction.
Disclosure
of interests and short swing profit rule. The fund may be subject to shareholder disclosure of
interest regulations promulgated by the CSRC. These regulations currently require the fund to make certain public disclosures
when the fund and parties acting in concert with the fund acquire 5% or more of the issued securities of a listed company (which
include A-Shares of the listed company). If the reporting requirement is triggered, the fund will be required to report information
which includes, but is not limited to: (a) information about the fund (and parties acting in concert with the fund) and the type
and extent of its holdings in the company; (b) a statement of the fund’s purposes for the investment and whether the fund
intends to increase its holdings over the following 12-month period; (c) a statement of the fund’s historical investments
in the company over the previous six months; (d) the time of, and other information relating to, the transaction that triggered
the fund’s holding in the listed company reaching the 5% reporting threshold; and (e) other information that may be required
by the CSRC or the stock exchange. Additional information may be required if the fund and its concerted parties constitute the
largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock exchange,
the invested company, and the CSRC local representative office where the listed company is located. A fund would also be required
to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain the same content
as the official report. The public announcement may require the fund to disclose its holdings to the public, which could have
an adverse effect on the performance of the fund.
The
relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in
concert. As such, under a conservative interpretation of these regulations, the fund may be
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deemed
as a “concerted party” of other funds managed by the Advisor, Subadvisor or their affiliates and therefore may be
subject to the risk that the fund’s holdings may be required to be reported in the aggregate with the holdings of such other
funds should the aggregate holdings trigger the reporting threshold under the PRC law. If the 5% shareholding threshold is triggered
by the fund and parties acting in concert with the fund, the fund would be required to file its report within three days of the
date the threshold is reached. During the time limit for filing the report, a trading freeze applies and the fund would not be
permitted to make subsequent trades in the invested company’s securities. Any such trading freeze may undermine the fund’s
performance, if the fund would otherwise make trades during that period but is prevented from doing so by the regulation.
Once
the fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase
or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an
additional freeze on trading within two days of the fund’s report and announcement of the incremental change. These trading
freezes may undermine the fund’s performance as described above. Also, SSE requirements currently require the fund and parties
acting in concert, once they have reach the 5% threshold, to disclose whenever their shareholding drops below this threshold (even
as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant
CSRC regulation).
CSRC
regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting
in concert reach thresholds of 20% and greater than 30% shareholding in a company.
Subject
to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to
the trading of the fund with the result that where the holdings of the fund (possibly with the holdings of other investors deemed
as concert parties of the fund) exceed 5% of the total issued shares of a listed company, the fund may not reduce its holdings
in the company within six months of the last purchase of shares of the company. If a fund violates the rule, it may be required
by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the
ability of the fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures,
the fund’s assets may be frozen to the extent of the claims made by the company in question. These risks may greatly impair
the performance of the fund.
Investment
and repatriation restrictions. Investments by the fund in A-Shares (as well as other Chinese financial
instruments permitted by the CSRC and the People’s Bank of China, including open- and closed-end investment
companies)
are subject to governmental pre-approval limitations on the quantity that the fund may purchase and/or limits on the classes of
securities in which the fund may invest.
With
respect to investments in A-Shares made through the RQFII program, repatriations by RQFIIs are permitted daily and are not subject
to lock-up periods or prior approval. There is no assurance, however, that PRC rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Any restrictions on repatriation of the fund’s assets may adversely affect
the fund’s ability to meet redemption requests and/or may cause the fund to borrow money in order to meet its obligations.
These limitations may also prevent the fund from making certain distributions to shareholders.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the Underlying
Index. This may increase the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
Repatriations
by RQFIIs in which the fund may invest are permitted daily and are not subject to lock-up periods or prior approval. There is
no assurance, however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in
the future. Any restrictions on repatriation of the fund’s assets may directly or indirectly adversely affect the fund’s
ability to meet redemption requests and/or cause the fund to borrow money in order to meet its obligations. These limitations
may also prevent the fund from making certain distributions.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the fund’s
Underlying Index, and thus with respect to the fund’s holdings as compared to that of its Underlying Index. This may increase
the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
A-Shares
currency risk. The fund’s investments in A-Shares will be denominated in RMB and the income
received by the fund in respect of such investments will be in RMB. As a result, changes in currency exchange rates may adversely
affect the fund’s returns. The value of the RMB may be subject to a high degree of fluctuation due to changes in interest
rates, the effects of monetary policies issued by the PRC, the US, foreign governments, central banks or supranational entities,
the imposition of currency controls or other national or global political or economic
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developments.
Therefore, the fund’s exposure to RMB may result in reduced returns to the fund. The fund does not expect to hedge its currency
risk. Moreover, the fund may incur costs in connection with conversions between US dollars and RMB and will bear the risk of any
inability to convert the RMB.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
In
addition, various PRC companies derive their revenues in RMB but have requirements for foreign currency, including for the import
of materials, debt service on foreign currency denominated debt, purchases of imported equipment and payment of any cash dividends
declared. The existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for certain
transactions, including trade and service related foreign exchange transactions and payment of dividends. However, it is impossible
to predict whether the PRC government will continue its existing foreign exchange policy and when the PRC government will allow
free conversion of the RMB to foreign currency. Certain foreign exchange transactions, including principal payments in respect
of foreign currency-denominated obligations, currently continue to be subject to significant foreign exchange controls and require
the approval of SAFE. Since 1994, the conversion of RMB into US dollars has been
based
on rates set by the People’s Bank of China, which are set daily based on the previous day’s PRC interbank foreign
exchange market rate. It is not possible to predict nor give any assurance of any future stability of the RMB to US dollar exchange
rate. Fluctuations in exchange rates may adversely affect the fund’s NAV. Furthermore, because dividends are declared in
US dollars and underlying payments are made in RMB, fluctuations in exchange rates may adversely affect dividends paid by the
fund.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty may be subject
to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not receive the
net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist for the fund’s
derivative positions at any time.
Counterparty
risk. To the extent the fund invests in swaps to gain exposure to A-Shares in an effort to achieve
the fund’s investment objective, the fund will be subject to the risk that the number of counterparties able to enter into
swaps to provide exposure to A-Shares may be limited. To the extent that the RQFII quota of a potential swap counterparty is reduced
or eliminated due to actions by the Chinese government or as a result of transactions entered into by the counterparty with other
investors, the counterparty’s ability to continue to enter into swaps or
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other
derivative transactions with the fund may be reduced or eliminated, which could have a material adverse effect on the fund. These
risks are compounded by the fact that at present there are only a limited number of potential counterparties willing and able
to enter into swap transactions linked to the performance of A-Shares.
Furthermore,
swaps are of limited duration and there is no guarantee that swaps entered into with a counterparty will continue indefinitely.
Accordingly, the duration of a swap depends on, among other things, the ability of the fund to renew the expiration period of
the relevant swap at agreed upon terms. In addition, under the current regulations regarding quotas of QFIIs and RQFIIs administered
by SAFE, QFIIs and RQFIIs are prohibited from transferring or selling their quotas to any third party. However, there is uncertainty
over what constitutes a transfer of quota and how this prohibition is implemented. Therefore, subject to interpretation by SAFE,
QFIIs and RQFIIs may be limited or prohibited from providing the fund access to RQFII quotas by entering into swap or other derivative
transactions, which, in turn, could adversely affect the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Information
technology sector risk. To the extent that the fund invests significantly in the information
technology sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the information technology sector. Information technology companies are particularly vulnerable to government
regulation and competition, both domestically and internationally, including competition from foreign competitors with lower production
costs. Information technology companies also face competition for services of qualified personnel. Additionally, the products
of information technology companies may face obsolescence due to rapid technological development and frequent new product introduction
by competitors. Finally, information technology companies are heavily dependent on patent and intellectual property rights, the
loss or impairment of which may adversely affect profitability.
Industrials
sector risk. To the extent that the fund invests significantly in the industrials sector, the
fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall condition
of the industrials sector. Companies in the industrials sector may be adversely affected by changes in government regulation,
world events and economic conditions. In addition, companies in the industrials sector may be adversely affected by environmental
damages, product liability claims and exchange rates.
Basic
materials sector risk. The basic materials sector includes companies that manufacture chemicals,
construction materials, glass and paper products, as well as metals, minerals and mining companies. To the extent the Underlying
Index includes securities of issuers in the basic materials sector, the fund will invest in companies in such sector. As such,
the fund may be sensitive to changes in, and its performance may depend on, the overall condition of the basic materials sector.
Companies engaged in the production and distribution of basic materials may be adversely affected by changes in world events,
political and economic conditions, energy conservation, environmental policies, commodity price volatility, changes in exchange
rates, imposition of import controls, increased competition, depletion of resources and labor relations.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because an index fund is designed to maintain a high level of exposure
to its Underlying Index at all times, it will not take any steps to invest defensively or otherwise reduce the risk of loss during
market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
If
the fund is forced to sell underlying investments at reduced prices or under unfavorable conditions to meet redemption requests
or other cash needs, the fund may suffer a loss.
Swap
agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction
is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position
at an advantageous time or price, which may result in significant losses to the fund. This is especially true given the limited
number of potential counterparties willing and able to enter into swap transactions on A-Shares. In addition, a swap transaction
may be subject to the fund’s limitation on investments in illiquid securities. Swap agreements may be subject to pricing
risk, which exists when a particular swap agreement becomes extraordinarily expensive (or inexpensive) relative to historical
prices or the prices of corresponding cash market instruments. The swaps market is largely unregulated. It is possible that developments
in the swaps market, including potential government regulation, could
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adversely
affect the fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able to realize full value and thus sell a security for its full valuation. This could cause a material decline
in the fund’s net asset value.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the
fund
calculates its NAV based on fair value prices and the value of the Underlying Index is based on securities’ closing prices
(i.e., the value of the Underlying Index is not based on fair value prices), the fund’s ability to track the Underlying
Index may be adversely affected. The performance of the fund also may diverge from that of the Underlying Index if the Advisor
and/or Subadvisor seek to gain exposure to A-Shares by investing in securities not included in the Underlying Index, derivative
instruments, and other pooled investment vehicles because the Subadvisor’s RQFII quota has become inadequate, the Subadvisor
is unable to maintain its RQFII status, or the Stock Connect Daily Quota has been exhausted. For tax efficiency purposes, the
fund may sell certain securities, and such sale may cause the fund to realize a loss and deviate from the performance of the Underlying
Index. In light of the factors discussed above, the fund’s return may deviate significantly from the return of the Underlying
Index.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market
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makers
will generally take advantage of differences between the NAV and the market price of fund shares through arbitrage opportunities,
there is no guarantee that they will do so. If market makers. exit the business or are unable to continue making markets in fund’s
shares, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market). The market price of shares, like the price of any exchange-traded
security, includes a “bid-ask spread” charged by the exchange specialist, market makers or other participants that
trade the particular security. In times of severe market disruption, the bid-ask spread often increases significantly. This means
that shares may trade at a discount to the fund’s NAV, and the discount is likely to be greatest when the price of shares
is falling fastest, which may be the time that you most want to sell your shares. There are various methods by which investors
can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of a fund. In addition, the securities held by
a fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of a fund based on the fund’s trading volume and market liquidity, and is generally lower if
the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The bid/ask spread of the Fund may be wider in comparison to the bid/ask
spread of other ETFs, due to the Fund’s exposure to A-Shares. The fund’s investment results are measured based upon
the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results
consistent with those experienced by those APs creating and redeeming shares directly with a fund. In addition, transactions by
large shareholders may account for a large percentage of the trading volume on an exchange and may, therefore, have a material
effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data processing systems may also disrupt business operations
or impact critical data. Market events also may trigger a volume of transactions that overloads current information technology
and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they
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not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market participants,
as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the future and there
is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks, disruptions, or
failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its service providers,
fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may result in delays in the calculation of a fund’s
NAV and/or the inability to calculate NAV over extended time periods. The fund may be unable to recover any losses associated
with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. At any given time, due to the composition of the Underlying Index, the fund may be classified
as “non-diversified” and may invest a larger percentage of its assets in securities of a few issuers or a single issuer
than that of a diversified fund. As a result, the fund may be more susceptible to the risks associated with these particular issuers,
or to a single economic, political or regulatory occurrence affecting these issuers. This may increase the fund’s volatility
and cause the performance of a relatively smaller number of issuers to have a greater impact on the fund’s performance.
Cash
transactions risk. Unlike many ETFs, the fund expects to effect its creations and redemptions
principally for cash, rather than in-kind securities. Other more conventional ETFs generally are able to make in-kind redemptions
and avoid realizing gains in connection with transactions designed to meet redemption requests. Effecting all redemptions for
cash may cause the fund to sell portfolio securities in order to obtain the cash needed to distribute redemption proceeds. Such
dispositions may occur at an
inopportune
time resulting in potential losses to the fund and involve transaction costs. If the fund recognizes a capital loss on these sales,
the loss will offset capital gains and may result in smaller capital gain distributions from the fund. If the fund recognizes
gain on these sales, this generally will cause the fund to recognize gain it might not otherwise have recognized if it were to
distribute portfolio securities in-kind or to recognize such gain sooner than would otherwise be required. The fund generally
intends to distribute these gains to shareholders to avoid being taxed on this gain at the fund level and otherwise comply with
the special tax rules that apply to it. This strategy may cause shareholders to be subject to tax on gains they would not otherwise
be subject to, or at an earlier date than, if they had made an investment in a more conventional ETF.
In
addition, cash transactions may have to be carried out over several days if the securities market is relatively illiquid and may
involve considerable brokerage fees and taxes. These brokerage fees and taxes, which will be higher than if a fund sold and redeemed
its shares principally in-kind, will generally be passed on to purchasers and redeemers of Creation Units in the form of creation
and redemption transaction fees. To the extent transaction and other costs associated with a redemption exceed the redemption
fee, those transaction costs might be borne by the fund’s remaining shareholders. China may also impose higher local tax
rates on transactions involving certain companies. In addition, these factors may result in wider spreads between the bid and
the offered prices of the fund’s shares than for more conventional ETFs.
As
a practical matter, only institutions and large investors, such as market makers or other large broker-dealers, purchase or redeem
Creation Units. Most investors will buy and sell shares of the fund on an exchange.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Small
company risk. Small company stocks tend to be more volatile than medium-sized or large company
stocks. Because stock analysts are less likely to follow small companies, less information about them is available to investors.
Industry-wide reversals may have a greater impact on small companies, since they may lack the financial resources of larger companies.
Small company stocks are typically less liquid than large company stocks.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the
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settlement
date or by payment of a cash settlement amount on the settlement date. A decision as to whether, when and how to use futures involves
the exercise of skill and judgment and even a well-conceived futures transaction may be unsuccessful because of market behavior
or unexpected events. In addition to the derivatives risks discussed above, the prices of futures can be highly volatile, using
futures can lower total return and the potential loss from futures can exceed the fund’s initial investment in such contracts.
US
tax risk. A fund intends to distribute annually all or substantially all of its investment company
taxable income and net capital gain. However, should the Chinese government impose restrictions on the fund’s ability to
repatriate funds associated with direct investments in A-Shares, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code. If the fund fails to satisfy the distribution requirements necessary to qualify for treatment
as a RIC for any taxable year, the fund would be treated as a corporation subject to US federal income tax, thereby subjecting
any income earned by the fund to tax at the corporate level. If the fund fails to satisfy a separate distribution requirement,
it will be subject to a fund-level excise tax. These fund-level taxes will apply in addition to taxes payable at the shareholder
level on distributions.
Borrowing
risk. Borrowing creates leverage. It also adds to fund expenses and at times could effectively
force the fund to sell securities when it otherwise might not want to.
To
the extent that the fund borrows money and then invests that money, it creates leverage, in that the fund is exposed to investment
risks through the securities it has pledged for collateral as well as through the investments it purchases with the money borrowed
against that collateral. This leverage means that changes in the prices of securities the fund owns will have a greater effect
on the share price of the fund. The fund incurs interest expense and other costs when it borrows money; therefore, unless returns
on assets acquired with borrowed funds are greater than the costs of borrowing, performance will be lower than it would have been
without any borrowing. When the fund borrows money it must comply with certain asset coverage requirements, which at times may
require the fund to dispose of some of its portfolio holdings even though it may be disadvantageous to do so at that time.
Leveraging
Risk. The fund’s investment in futures contracts and other derivative instruments provide
leveraged exposure. The fund’s investment in these instruments generally requires a small investment relative to the amount
of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those
instruments. The use of derivatives and other similar financial instruments may at times be an integral part of the fund’s
investment
strategy
and may expose the fund to potentially dramatic losses (or gains) in the value of a derivative or other financial instruments
and, thus, in the value the fund’s portfolio. The cost of investing in such instruments generally increases as interest
rates increase, which will lower a fund’s return.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
The
fund is also subject to the risk that an Underlying Fund may pay a redemption request made by the fund, wholly or partly, by an
in-kind distribution of portfolio securities rather than in cash. The fund may hold such portfolio securities until the Advisor
determines to dispose of them, and the fund will bear the market risk of the securities received in the redemption until their
disposition. Upon disposing of such portfolio securities, the fund may experience increased brokerage commissions.
An
investor in the fund may receive taxable gains from portfolio transactions by an Underlying Fund, as well as taxable gains from
transactions in shares of the Underlying Fund held by the fund. As the fund’s allocations to an Underlying Fund change from
time to time, or to the extent that the expense ratio of an Underlying Fund changes, the weighted average operating expenses borne
by the fund may increase or decrease.
To
the extent the fund invests a substantial portion of its assets in shares of foreign investment companies, including but not limited
to, ETFs the shares of which are listed and traded primarily or solely on a foreign securities exchange, such foreign funds will
not be registered as investment companies with the SEC or subject to the US federal securities laws. As a result, the fund’s
ability to transfer shares of such foreign funds outside of the foreign fund’s primary market will be restricted or prohibited.
While such foreign funds may operate similarly to domestic funds, the fund as an investor in a foreign fund will not be afforded
the same investor protections as are provided by the US federal securities laws.
When
the fund invests in a foreign fund, in addition to directly bearing the expenses associated with its own operations, it will bear
a pro rata portion of the foreign fund’s expenses. Further, in part because of these additional expenses, the performance
of a foreign fund may differ from the performance the fund would achieve if it invested directly in the underlying investments
of the foreign fund. The fund’s investments in foreign ETFs will
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subject to the risk that the NAV of the foreign fund’s shares may trade below the fund’s NAV. The NAV of foreign fund
shares will fluctuate with changes in the market value of the foreign fund’s holdings. The trading prices of foreign fund
shares will fluctuate in accordance with changes in NAV as well as market supply and demand. The difference between the bid price
and ask price, commonly referred to as the “spread,” will also vary for a foreign ETF depending on the fund’s
trading volume and market liquidity. Generally, the greater the trading volume and market liquidity, the smaller the spread is
and vice versa. Any of these factors may lead to a foreign fund’s shares trading at a premium or a discount to NAV.
Xtrackers MSCI All China Equity ETF
Investment
Objective
The
Xtrackers MSCI All China Equity ETF (the “fund”) seeks investment results that correspond generally to the performance,
before fees and expenses, of the MSCI China All Shares Index (the “Underlying Index”).
Principal
Investment Strategies
The
fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the
performance, before fees and expenses, of the Underlying Index, which is designed to capture large- and mid-capitalization representation
across all China securities listed in Hong Kong, Shanghai and Shenzhen. The Underlying Index includes A-Shares, H-Shares, B-Shares,
Red chips and P chips share classes, as well as securities of Chinese companies listed outside of China (e.g. American depositary
receipts). DBX Advisors LLC (the “Advisor”) expects that, over time, the correlation between the fund’s performance
and that of the Underlying Index, before fees and expenses, will be 95% or better. A figure of 100% would indicate perfect correlation.
The fund will not invest in any unlisted depositary receipt or any depositary receipt that the Advisor deems illiquid at the time
of purchase or for which pricing information is not readily available.
A-Shares
are equity securities issued by companies incorporated in mainland China and are denominated and traded in renminbi (“RMB”)
on the Shenzhen and Shanghai Stock Exchanges. Under current regulations in the People’s Republic of China (“China”
or the “PRC”), foreign investors can invest in the domestic PRC securities markets through certain market-access programs.
These programs include the Qualified Foreign Institutional Investor (“QFII”) or a Renminbi Qualified Foreign Institutional
Investor (“RQFII”) licenses obtained from the China Securities Regulatory Commission (“CSRC”). QFII and
RQFII investors have also been granted a specific aggregate dollar amount of investment quota by China’s State Administration
of Foreign Exchange (“SAFE”) to invest foreign freely
convertible
currencies (in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s
domestic securities markets.
B-Shares
are equity securities issued by companies incorporated in China and are denominated and traded in U.S. dollars and Hong Kong dollars
(“HKD”) on the Shanghai and Shenzhen Stock Exchanges, respectively. B-Shares are available to foreign investors. H-Shares
are equity securities issued by companies incorporated in mainland China and are denominated and traded in HKD on the Hong Kong
Stock Exchange and other foreign exchanges.
Red
chips and P chips are equity securities issued by companies incorporated outside of mainland China and listed on the Hong Kong
Stock Exchange. Companies that issue Red chips generally base their businesses in mainland China and are controlled, either directly
or indirectly, by the state, provincial or municipal governments of the PRC. Companies that issue P chips generally are nonstate-owned
Chinese companies incorporated outside of mainland China that satisfy the following criteria: (i) the company is controlled by
PRC individuals, (ii) the company derives more than 80% of its revenue from the PRC and (iii) the company allocates more than
60% of its assets in the PRC.
The
Advisor expects to use a representative sampling indexing strategy to seek to track the Underlying Index. As such, the Advisor
expects to invest in a representative sample of the component securities of the Underlying Index that collectively has an investment
profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics
(based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability
and yield), and liquidity measures similar to those of the Underlying Index. The Advisor expects to obtain exposure to the A-Share
components of the Underlying Index indirectly by investing in the Xtrackers MSCI China A Inclusion Equity ETF (the “Underlying
Fund”). The Advisor may also invest in Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF (the “Xtrackers Harvest ETFs”, and together with the Underlying Fund, the “Xtrackers
China A-Shares ETFs”) or other affiliated funds advised by the Advisor and sub-advised by Harvest Global Investments Limited
(“HGI”), a licensed RQFII, that invests in A-Shares directly. Currently, the fund invests in the Underlying Fund.
The fund does not currently intend to invest in A-Shares directly. To obtain exposure to the balance of the Underlying Index,
the Advisor intends to invest directly in the components of the Underlying Index. The Underlying Fund may invest in A-Shares and
other permitted China securities listed on the Shanghai and Shenzhen Stock Exchanges through the Shanghai-Hong Kong Stock Connect
program (“Shanghai Connect”) or the Shenzhen-Hong Kong Stock Connect program (“Shenzhen Connect,” and
together with Shanghai Connect, “Stock Connect”). Stock Connect is a
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securities
trading and clearing program between either the Shanghai Stock Exchange or Shenzhen Stock Exchange and The Stock Exchange of Hong
Kong Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited and Hong Kong Securities Clearing
Company Limited. Stock Connect is designed to permit mutual stock market access between mainland China and Hong Kong by allowing
investors to trade and settle shares on each market via their local exchanges. Trading through Stock Connect is subject to a daily
quota (“Daily Quota”), which limits the maximum net purchases on any particular day by Hong Kong investors (and foreign
investors trading through Hong Kong) trading PRC listed securities and PRC investors trading Hong Kong listed securities trading
through the relevant Stock Connect, and as such, buy orders for A-Shares would be rejected once the Daily Quota is exceeded (although
a fund will be permitted to sell A-Shares regardless of the Daily Quota balance). The Daily Quota is not specific to any fund,
but to all investors investing through the Stock Connect.
The
Xtrackers Harvest ETFs, through their subadvisor, may invest in A-Shares and other permitted China securities listed on the Shanghai
and Shenzhen Stock Exchanges up to the specified quota amount granted to HGI. HGI may apply or file for an increase of the initial
RQFII quota subject to certain conditions, including the use of all or substantially all of the initial quota. There is no guarantee
that an application for additional quota will be granted or a filing for additional quota will not be revoked. The Xtrackers Harvest
ETFs may also invest in A-Shares listed and traded on Stock Connect.
The
Underlying Fund invests directly in A-Shares through Stock Connect. Under Stock Connect, the Underlying Fund’s trading of
eligible A-Shares listed on the SSE or the SZSE, as applicable, would be effectuated through the Advisor. Additionally, the Xtrackers
Harvest ETFs’ direct investments in A-Shares will be limited by the quota allocated to the RQFII, i.e., HGI, or QFII, and
the Daily Quota applicable to Stock Connect. Investment companies are not currently within the types of entities that are eligible
for an RQFII or QFII license. Because the Underlying Fund does not satisfy the criteria to qualify as an RQFII or QFII itself,
the Underlying Fund intends to invest directly in A-Shares via Stock Connect and, in the future, may also utilize any quota applied
for by and granted to the Advisor and/or a subadvisor.
The
fund will normally invest at least 80% of its total assets in securities of issuers that comprise either directly or indirectly
the Underlying Index or securities with economic characteristics similar to those included in the Underlying Index. While the
fund intends to invest primarily in H-Shares, B-Shares, Red chips, P chips, and shares of the Underlying Fund, the fund also may
invest in securities of issuers not included in the Underlying Index, the Xtrackers Harvest ETFs, futures contracts, stock index
futures,
swap contracts and other types of derivative instruments, and other pooled investment vehicles, including affiliated and/or foreign
investment companies, that the Advisor believes will help the fund to achieve its investment objective. The remainder of the fund’s
assets will be invested primarily in money market instruments and cash equivalents. Under normal circumstances, the fund invests
at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in the equity securities of Chinese
companies or in derivative instruments and other securities that provide investment exposure to Chinese companies.
As
of July 31, 2019, the Underlying Index consisted of 692 securities with an average market capitalization of approximately $3.96
billion and a minimum market capitalization of approximately $318 million.
The
fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries
to the extent that the Underlying Index is concentrated. As of July 31, 2019, a significant percentage of the Underlying Index
was comprised of issuers in the financial services (24.2%), consumer discretionary (17.9%) and communication services (16.2%)
sectors. The financial services sector includes companies involved in banking, consumer finance, asset management and custody
banks, as well as investment banking and brokerage and insurance. The consumer discretionary goods sector includes durable goods,
apparel, entertainment and leisure, and automobiles. The communication services sector includes companies that facilitate communication
and offer related content and information through various mediums. It includes telecom and media and entertainment companies including
producers of interactive gaming products and companies engaged in content and information creation or distribution through proprietary
platforms. To the extent that the fund tracks the Underlying Index, the fund’s investment in certain sectors may change
over time.
The
Advisor intends to pursue a representative sampling indexing strategy to achieve exposure to the fund’s Underlying Index,
and to invest in shares of Xtrackers China A-Shares ETFs to obtain indirect exposure to the A-Share components of the fund’s
Underlying Index. While employing a representative sampling indexing strategy the Advisor does not expect the fund to hold all
of the components of the Underlying Index. In addition, from time to time, the Advisor may choose to underweight or overweight
a security in the Underlying Index, purchase securities not included in the Underlying Index that the Advisor believes are appropriate
to substitute for certain securities in the Underlying Index, or utilize various combinations of other available investment techniques
to seek to track, before fees and expenses, the performance of the Underlying Index. The Advisor may also sell securities that
are represented in the Underlying Index in anticipation of
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their
removal from the Underlying Index or purchase securities not represented in the Underlying Index in anticipation of their addition
to the Underlying Index.
The
fund may invest its assets in other securities, including, but not limited to: (i) swap contracts, (ii) interests in pooled investment
vehicles, including affiliated and foreign funds (certain funds may not be registered under the Investment Company Act of 1940,
as amended (the “1940 Act”) and therefore, not subject to the same investor protections as the fund), (iii) securities
not in the Underlying Index, including: (a) depositary receipts (depositary receipts, including American depositary receipts (“ADRs”)
may be used by the fund in seeking performance that corresponds to the fund’s Underlying Index and in managing cash flows,
and they may count towards compliance with the fund’s 80% investment policies) and (b) H-Shares, which are shares of a company
incorporated in mainland China that are denominated in Hong Kong dollars and listed on the Hong Kong Stock Exchange or other foreign
exchanges, (iv) cash and cash equivalents, (v) money market instruments, such as repurchase agreements or money market funds (including
money market funds advised by the Advisor, HGI or their affiliates subject to applicable limitations under the 1940 Act, or exemptions
therefrom), (vi) convertible securities, (vii) structured notes (notes on which the amount of principal repayment and interest
payments are based on the movement of one or more specified factors, such as the movement of a particular stock or stock index),
and (viii) futures contracts, options on futures contracts, and other types of options related to the Underlying Index. A futures
contract is a standardized exchange-traded agreement to buy or sell a specific quantity of an underlying instrument at a specific
price at a specific future time.
Securities
lending. The fund may lend its portfolio securities to brokers, dealers and other financial institutions
desiring to borrow securities to complete transactions and for other purposes. In connection with such loans, the fund receives
liquid collateral equal to at least 102% of the value of the portfolio securities being lent. This collateral is marked to market
on a daily basis. The fund may lend its portfolio securities in an amount up to 33 1/3% of its total assets.
Underlying
Index Information
Xtrackers
MSCI All China Equity ETF Index Description.
The
Underlying Index is a rules-based, free-float adjusted market capitalization index comprised of equity securities that are listed
in Hong Kong, Shanghai and Shenzhen. The Underlying Index is intended to give investors a means of tracking the overall performance
of equity securities that are a representative sample of the entire Chinese investment universe. The Underlying Index is comprised
of A-Shares, B-Shares, H-Shares, Red chips and P chips share classes as well as securities of Chinese companies listed in the
US and Singapore. Securities listed in the US and Singapore are considered to be Chinese companies if
they
satisfy two out of three of the following criteria: (i) the company is based in the PRC; (ii) the company derives more than 50%
of its revenue from activities conducted in the PRC; and (iii) the company has more than 50% of its assets in the PRC. As of July
31, 2019, the Underlying Index consisted of 692 securities with an average market capitalization of approximately $3.96 billion
and a minimum market capitalization of approximately $318 million. These amounts are subject to change.
To
be eligible for inclusion in the Underlying Index, a security must have adequate liquidity measured by 12-month and three-month
trading volume. Constituent stocks for the Underlying Index must have been listed for more than three months prior to the implementation
of a semi-annual index review by the Index Provider, unless the stock meets certain size-segment investability and full market
capitalization requirements as defined by the Index Provider.
The
Underlying Index is rebalanced on a quarterly basis, usually as of the close of the last business day of February, May, August,
and November. The pro forma Underlying Index is generally announced nine business days before the effective date.
Main
Risks
As
with any investment, you could lose all or part of your investment in the fund, and the fund’s performance could trail that
of other investments. The fund is subject to the main risks noted below, any of which may adversely affect the fund’s net
asset value (“NAV”), trading price, yield, total return and ability to meet its investment objective.
Because
the fund invests in one or more Underlying Funds, the risks listed here include those of the Underlying Funds as well as those
of the fund itself. Therefore, in these risk descriptions the term “the fund” may refer to the fund itself, one or
more Underlying Funds, or both.
Stock
market risk. When stock prices fall, you should expect the value of your investment to fall as
well. Stock prices can be hurt by poor management on the part of the stock’s issuer, shrinking product demand and other
business risks. These may affect single companies as well as groups of companies. The market as a whole may not favor the types
of investments the fund makes, which could adversely affect a stock’s price, regardless of how well the company performs,
or the fund’s ability to sell a stock at an attractive price. There is a chance that stock prices overall will decline because
stock markets tend to move in cycles, with periods of rising and falling prices. Events in the US and global financial markets,
including actions taken by the US Federal Reserve or foreign central banks to stimulate or stabilize economic growth, may at times
result in unusually high market volatility which could negatively affect performance. Further, geopolitical and other events,
including war, terrorism, economic uncertainty, trade disputes and related geopolitical events have led, and in the future may
lead, to increased short-term market
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volatility,
which may disrupt securities markets and have adverse long-term effects on US and world economies and markets. To the extent that
the fund invests in a particular geographic region, capitalization or sector, the fund’s performance may be affected by
the general performance of that region, capitalization or sector.
Risk
of investing in China. Investments in China involve certain risks and special considerations,
including the following:
Investments
in A-Shares. The fund intends to invest directly in A-Shares through Stock Connect or the available
RQFII quota, as applicable. In the future, the fund may utilize an RQFII quota applied for by and granted to the Advisor and/or
a subadvisor. Because the fund will not be able to invest directly in A-Shares in excess of an RQFII quota and beyond the limits
that may be imposed by Stock Connect, the size of the fund’s direct investments in A-Shares may be limited. In addition,
restrictions may be imposed on the repatriation of gains and income that may affect the fund’s ability to satisfy redemption
requests. Currently, there are two stock exchanges in mainland China, the SSE and the SZSE. The Shanghai and Shenzhen Stock Exchanges
are supervised by the China Securities Regulatory Commission (“CSRC”) and are highly automated with trading and settlement
executed electronically. The SSE and SZSE are substantially smaller, less liquid, and more volatile than the major securities
markets in the US.
The
SSE commenced trading on December 19, 1990, and the SZSE commenced trading on July 3, 1991. The SSE and SZSE divide listed shares
into two classes: A-Shares and B-Shares. Companies whose shares are traded on the SSE and SZSE that are incorporated in mainland
China may issue both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares
and B-Shares may both be listed on either the SSE or SZSE. Both classes represent an ownership interest comparable to a share
of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A-Shares
are traded on SSE and SZSE in RMB.
As
of June 30, 2018, the CSRC had granted licenses to 225 RQFIIs and to 307 QFIIs bringing total investment quotas to approximately
US $194.3 billion (as of June 28, 2018) in A-Shares and other permitted Chinese securities. Because restrictions continue to exist
and capital therefore cannot flow freely into the A-Share market, it is possible that in the event of a market disruption, the
liquidity of the A-Share market and trading prices of A-Shares could be more severely affected than the liquidity and trading
prices of markets where securities are freely tradable and capital therefore flows more freely. The fund cannot predict the nature
or duration of such a market disruption or the impact that it may have on the A-Share market and the short-term and long-term
prospects of its investments in the A-Share market.
The
Chinese government has in the past taken actions that benefited holders of A-Shares. As A-Shares become more accessible to foreign
investors, such as the funds, the Chinese government may be less likely to take action that would benefit holders of A-Shares.
In addition, there is no guarantee that any existing RQFII quota will be maintained or that any additional RQFII quotas will be
granted if the RQFII quota is reduced or eliminated by SAFE or if the RQFII license is revoked by CSRC at some point in the future.
A fund cannot predict what would occur if the Stock Connect program was terminated, if the RQFII quota were reduced or eliminated
or if the relevant RQFII license were to be revoked, although such an occurrence would likely have a material adverse effect on
the fund.
Currently,
the fund does not expect to invest in A-Shares directly. Instead, the fund will invest primarily in the Underlying Fund to obtain
investment exposure to A-Shares. The fund may also invest in the Xtrackers Harvest ETFs. The fund’s A-Shares investment
exposure will therefore be limited to the RQFII quota amount obtained by the Xtrackers Harvest ETFs and their sub-adviser, as
well as the limits that may be imposed by Stock Connect. Because the Xtrackers China A-Shares ETFs invest directly in A-Shares,
they are subject to the risk that restrictions may be imposed on the repatriation of gains and income that may affect their ability
to satisfy redemption requests. The potential inability of the Xtrackers China A-Shares ETFs to satisfy redemption requests could
adversely affect the liquidity and performance of the fund.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFIIs and RQFIIs which
will mean investors such as the fund that invest in A-Shares via a QFII and or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Prospectus, SAFE has not confirmed the effective date of such removal of
investment quota restrictions nor the conditions of such removal, and there is no guarantee that such effective date would occur
in the foreseeable future. Investors should note that until the effective date of such removal of investment quota restrictions,
the fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that the removal of
investment quota restrictions will be effected as planned.
Custody
risks of investing in A-Shares under the RQFII program. If the fund invests directly in A-Shares
under the RQFII program, the fund is required to select a PRC sub-custodian (the “PRC sub- custodian”), which is a
mainland commercial bank qualified both as a custodian for RQFII and as a settlement agent on the inter-bank bond market. The
PRC sub-custodian maintains the fund’s RMB deposit accounts and oversees the fund’s investments in A-Shares in the
PRC to ensure their compliance with the rules and regulations of the CSRC and the People’s Bank of China. A-Shares that
are traded on the SSE and SZSE are dealt and held in book-entry form through the CSDCC.
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A-Shares
purchased by the subadvisor, in their capacity as an RQFII, on behalf of the fund, may be received by the CSDCC as credited to
a securities trading account maintained by the PRC sub-custodian in the names of the fund and the subadvisor as the RQFII. A fund
will pay the cost of the account. The subadvisor may not use the account for any other purpose than for maintaining the fund’s
assets. However, given that the securities trading account will be maintained in the name of the Sub- Adviser for the benefit
of the fund, the fund’s assets may not be as well protected as they would be if it were possible for them to be registered
and held solely in the name of the fund. In particular, there is a risk that creditors of the subadvisor may assert that the securities
are owned by the subadvisor and not the fund, and that a court would uphold such an assertion, in which case creditors of the
subadvisor could seize assets of the fund. Because the subadvisor’s RQFII quota would be in the name of the subadvisor rather
than the fund, there is also a risk that regulatory actions taken against the subadvisor by PRC government authorities may affect
the fund.
Investors
should note that cash deposited in the fund’s account with the PRC sub-custodian will not be segregated but will be a debt
owing from the PRC sub-custodian to the fund as a depositor. Such cash will be co-mingled with cash belonging to other clients
of the PRC sub-custodian. In the event of bankruptcy or liquidation of the PRC sub-custodian, the fund will not have any proprietary
rights to the cash deposited in the account, and the fund will become an unsecured creditor, ranking pari passu with all other
unsecured creditors, of the PRC sub-custodian. A fund may face difficulty and/or encounter delays in recovering such debt, or
may not be able to recover it in full or at all, in which case the fund will suffer losses.
Risks
of investing through Stock Connect. Trading through Stock Connect is subject to a number of restrictions
that may affect the fund’s investments and returns. Although no individual investment quotas or licensing requirements apply
to investors in Stock Connect, trading through Stock Connect is subject to a daily quota (“Daily Quota”), which limits
the maximum net purchases on any particular day by Hong Kong investors (and foreign investors trading through Hong Kong) trading
PRC listed securities and PRC investors trading Hong Kong listed securities trading through the relevant Stock Connect. The Daily
Quota does not belong to the fund and is utilized by all investors on a first-come-first- serve basis. As such, buy orders for
A-Shares would be rejected once the Daily Quota is exceeded (although the fund will be permitted to sell A-Shares regardless of
the Daily Quota balance). The Daily Quota may restrict the fund’s ability to invest in A-Shares through Stock Connect on
a timely basis, which could affect the fund’s ability to effectively pursue its investment strategy. The Daily Quota is
also subject to change.
In
addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are relatively
untested in the PRC, which could pose risks to the fund. Moreover, A-Shares through Stock Connect (“Stock Connect A-Shares”)
generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules.
While A-shares must be designated as eligible to be traded under Stock Connect (such eligible A-Shares listed on the SSE, the
“SSE Securities,” and such eligible A-Shares listed on the SZSE, the “SZSE Securities”), those A-Shares
may also lose such designation, and if this occurs, such A-Shares may be sold but could no longer be purchased through Stock Connect.
With respect to sell orders under Stock Connect, the Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checks
to ensure an investor has sufficient A-Shares in its account before the market opens on the trading day. Accordingly, if there
are insufficient A-Shares in an investor’s account before the market opens on the trading day, the sell order will be rejected,
which may adversely impact the funds’ performance.
In
addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. Therefore, an investment in A- Shares through Stock
Connect may subject the fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is
not trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading under Stock Connect under certain circumstances.
Where such a suspension of trading is effected, the fund’s ability to access A-Shares through Stock Connect will be adversely
affected. In addition, if one or both of the Chinese and Hong Kong markets are closed on a US trading day, the fund may not be
able to acquire or dispose of A-Shares through Stock Connect in a timely manner, which could adversely affect the fund’s
performance.
The
fund’s investments in A-Shares though Stock Connect are held by its custodian in accounts in Central Clearing and Settlement
System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn
holds the A-Shares, as the nominee holder, through an omnibus securities account in its name registered with the China Securities
Depository and Clearing Corporation Limited (“CSDCC”). The precise nature and rights of each fund as the beneficial
owner of the SSE Securities or SZSE Securities through HKSCC as nominee is not well defined under PRC law. There is a lack of
a clear definition of, and distinction between, legal ownership and beneficial ownership under PRC law and there have been few
cases involving a nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and interests
of each fund under PRC law is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in
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Hong
Kong, there is a risk that the SSE Securities or SZSE Securities may not be regarded as held for the beneficial ownership of each
fund or as part of the general assets of HKSCC available for general distribution to its creditors.
Notwithstanding
the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its omnibus stock account
in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat HKSCC as one of the shareholders
when it handles corporate actions in respect of such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting
SSE Securities and SZSE Securities and keeps participants of CCASS informed of all such corporate actions that require CCASS participants
to take steps in order to participate in them. A fund will therefore depend on HKSCC for both settlement and notification and
implementation of corporate actions.
The
HKSCC is responsible for the clearing, settlement and the provisions of depositary, nominee and other related services of the
trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE Securities
directly – they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the CSDCC
establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross-border
trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its market
contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against the CSDCC.
In that event, the fund may suffer delays in the recovery process or may not be able to fully recover its losses from the CSDCC.
Market
participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity”
in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires the development of
new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems
will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant
systems fail to function properly, trading in A-Shares through Stock Connect could be disrupted, and the fund’s ability
to achieve its investment objective may be adversely affected.
A
primary feature of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares.
Therefore, the fund’s investments in Stock Connect A-Shares are generally subject to PRC securities regulations and listing
rules, among other restrictions.
Finally,
according to Caishui [2014] 81 (“Circular 81”) and Caishui [2016] 127 (“Circular 127”), while foreign
investors are exempted from paying capital gains or business taxes
(later,
value-added taxes) on income and gains from investments in Stock Connect A-Shares, these PRC tax rules could be changed, which
could result in unexpected tax liabilities for the fund. Dividends derived from A-Shares are subject to a 10% PRC withholding
income tax generally. PRC stamp duty is also payable for transactions in A-Shares through Stock Connect. Currently, PRC stamp
duty on A-Shares transactions is only imposed on the seller, but not on the purchaser, at the tax rate of 0.1% of the total sales
value.
Circular
81 and Circular 127 stipulate that PRC business tax (and, subsequently, PRC value-added tax) is temporarily exempted on capital
gains derived by Hong Kong market participants (including the fund) from the trading of A-Shares through Stock Connect. According
to Caishui [2016] No. 36, the PRC value- added tax reform in the PRC will be expanded to all industries, including financial services,
starting May 1, 2016. The PRC business tax exemption prescribed in Circular 81 is grandfathered under the value-added tax regime.
The
Stock Connect program is a relatively new program. Further developments are likely and there can be no assurance as to the program’s
continued existence or whether future developments regarding the program may restrict or adversely affect the fund’s investments
or returns. In addition, the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules,
policies or guidelines published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain,
and they may have a detrimental effect on the fund’s investments and returns.
Political
and economic risk. The economy of China, which has been in a state of transition from a planned
economy to a more market oriented economy, differs from the economies of most developed countries in many respects, including
the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation of
resources. Although the majority of productive assets in China are still owned by the PRC government at various levels, in recent
years, the PRC government has implemented economic reform measures emphasizing utilization of market forces in the development
of the economy of China and a high level of management autonomy. The economy of China has experienced significant growth in recent
decades, but growth has been uneven both geographically and among various sectors of the economy. Economic growth has also been
accompanied by periods of high inflation. The PRC government has implemented various measures from time to time to control inflation
and restrain the rate of economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. However, there
can be no
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assurance
that the PRC government will continue to pursue such economic policies or that such policies, if pursued, will be successful.
Any adjustment and modification of those economic policies may have an adverse impact on the securities markets in the PRC as
well as the constituent securities of the Underlying Index. Further, the PRC government may from time to time adopt corrective
measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth and performance
of the fund.
Political
changes, social instability and adverse diplomatic developments in the PRC could result in the imposition of additional government
restrictions including expropriation of assets, confiscatory taxes or nationalization of some or all of the property held by the
issuers of the A-Shares in the fund’s Underlying Index. The laws, regulations, including the investment regulations, government
policies and political and economic climate in China may change with little or no advance notice. Any such change could adversely
affect market conditions and the performance of the Chinese economy and, thus, the value of securities in the fund’s portfolio.
The
Chinese government continues to be an active participant in many economic sectors through ownership positions and regulations.
The allocation of resources in China is subject to a high level of government control. The Chinese government strictly regulates
the payment of foreign currency denominated obligations and sets monetary policy. Through its policies, the government may provide
preferential treatment to particular industries or companies. The policies set by the government could have a substantial effect
on the Chinese economy and the fund’s investments.
The
Chinese economy is export-driven and highly reliant on trade. The performance of the Chinese economy may differ favorably or unfavorably
from the US economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment,
resource self- sufficiency and balance of payments position. Adverse changes to the economic conditions of its primary trading
partners, such as the European Union, the US, Hong Kong, the Association of South East Asian Nations, and Japan, would adversely
affect the Chinese economy and the fund’s investments.
In
addition, as much of China’s growth over recent decades has been a result of significant investment in substantial export
trade, international trade tensions may arise from time to time which can result in trade tariffs, embargoes, trade limitations,
trade wars and other negative consequences. The current political climate has intensified concerns about trade tariffs and a potential
trade war between China and the US. These consequences may trigger a significant reduction in international trade, the oversupply
of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large
segments of China’s export
industry
with a potentially severe negative impact to the fund. Events such as these are difficult to predict and may or may not occur
in the future.
China
has been transitioning to a market economy since the late seventies, and has only recently opened up to foreign investment and
permitted private economic activity. Under the economic reforms implemented by the Chinese government, the Chinese economy has
experienced tremendous growth, developing into one of the largest and fastest growing economies in the world. There is no assurance,
however, that the Chinese government will not revert to the economic policy of central planning that it implemented prior to 1978
or that such growth will be sustained in the future. Moreover, the current major slowdown in other significant economies of the
world, such as the US, the European Union and certain Asian countries, may adversely affect economic growth in China. An economic
downturn in China would adversely impact the fund’s investments.
Inflation.
Economic growth in China has historically been accompanied by periods of high inflation. Beginning
in 2004, the Chinese government commenced the implementation of various measures to control inflation, which included the tightening
of the money supply, the raising of interest rates and more stringent control over certain industries. If these measures are not
successful, and if inflation were to steadily increase, the performance of the Chinese economy and the fund’s investments
could be adversely affected.
Nationalization
and expropriation. After the formation of the Chinese socialist state in 1949, the Chinese government
renounced various debt obligations and nationalized private assets without providing any form of compensation. There can be no
assurance that the Chinese government will not take similar actions in the future. Accordingly, an investment in the fund involves
a risk of a total loss.
Hong
Kong policy. As part of Hong Kong’s transition from British to Chinese sovereignty in 1997,
China agreed to allow Hong Kong to maintain a high degree of autonomy with regard to its political, legal and economic systems
for a period of at least 50 years. China controls matters that relate to defense and foreign affairs. Under the agreement, China
does not tax Hong Kong, does not limit the exchange of the Hong Kong dollar for foreign currencies and does not place restrictions
on free trade in Hong Kong.
However,
there is no guarantee that China will continue to honor the agreement, and China may change its policies regarding Hong Kong at
any time. Any such change could adversely affect market conditions and the performance of the Chinese economy and, thus, the value
of securities in the fund’s portfolio.
Chinese
securities markets. The securities markets in China have a limited operating history and are not
as developed as those in the US. The markets tend to be
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smaller
in size, have less liquidity and historically have had greater volatility than markets in the US and some other countries. In
addition, under normal market conditions, there is less regulation and monitoring of Chinese securities markets and the activities
of investors, brokers and other participants than in the US. Accordingly, issuers of securities in China are not subject to the
same degree of regulation as are US issuers with respect to such matters as insider trading rules, tender offer regulation, stockholder
proxy requirements and the requirements mandating timely disclosure of information. During periods of significant market volatility,
the Chinese government has, from time to time, intervened in its domestic securities markets to a greater degree than would be
typical in more developed markets, including both direct and indirect market stabilization efforts, which may affect valuations
of Chinese issuers. Stock markets in China are in the process of change and further development. This may lead to trading volatility,
difficulty in the settlement and recording of transactions and difficulty in interpreting and applying the relevant regulations.
Available
disclosure about Chinese companies. Disclosure and regulatory standards in emerging market countries,
such as China, are in many respects less stringent than US standards. There is substantially less publicly available information
about Chinese issuers than there is about US issuers. Therefore, disclosure of certain material information may not be made, and
less information may be available to the fund and other investors than would be the case if the fund’s investments were
restricted to securities of US issuers. Chinese issuers are subject to accounting, auditing and financial standards and requirements
that differ, in some cases significantly, from those applicable to US issuers. In particular, the assets and profits appearing
on the financial statements of a Chinese issuer may not reflect its financial position or results of operations in the way they
would be reflected had such financial statements been prepared in accordance with US Generally Accepted Accounting Principles.
Chinese
corporate and securities law. The regulations which regulate investments by RQFIIs in the PRC
and the repatriation of capital from RQFII investments are relatively new. As a result, the application and interpretation of
such investment regulations are therefore relatively untested. In addition, PRC authorities and regulators have broad discretion
under such investment regulations and there is little precedent or certainty evidencing how such discretion will be exercised
now or in the future.
The
fund’s rights with respect to its investments in A-Shares (as applicable), if any, generally will not be governed by US
law, and instead will generally be governed by Chinese law. China operates under a civil law system, in which court precedent
is not binding. Because there is no binding precedent to interpret existing statutes, there is uncertainty regarding the implementation
of existing law.
Legal
principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities
and stockholders’ rights often differ from those that may apply in the US and other countries. Chinese laws providing protection
to investors, such as laws regarding the fiduciary duties of officers and directors, are undeveloped and will not provide investors,
such as the fund, with protection in all situations where protection would be provided by comparable laws in the US. China lacks
a national set of laws that address all issues that may arise with regard to a foreign investor such as the fund. It may therefore
be difficult for the fund to enforce its rights as an investor under Chinese corporate and securities laws, and it may be difficult
or impossible for the fund to obtain a judgment in court. Moreover, as Chinese corporate and securities laws continue to develop,
these developments may adversely affect foreign investors, such as the fund.
Sanctions
and embargoes. From time to time, certain of the companies in which the fund expects to invest
may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the US government and the United
Nations and/or countries identified by the US government as state sponsors of terrorism. A company may suffer damage to its reputation
if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed
by the US government and the United Nations and/or countries identified by the US government as state sponsors of terrorism. As
an investor in such companies, the fund will be indirectly subject to those risks.
Tax
on retained income and gains. To the extent the fund does not distribute to shareholders all or
substantially all of its investment company taxable income and net capital gain in a given year, it will be required to pay US
federal income tax on the retained income and gains, thereby reducing the fund’s return. A fund may elect to treat any retained
net capital gain as having been distributed to shareholders. In that case, shareholders of record on the last day of the fund’s
taxable year will be required to include their attributable share of the retained gain in income for the year as a long-term capital
gain despite not actually receiving the dividend, and will be entitled to a tax credit or refund for the tax deemed paid on their
behalf by the fund as well as an increase in the basis of their shares to reflect the difference between their attributable share
of the gain and the related credit or refund.
Foreign
exchange control. The Chinese government heavily regulates the domestic exchange of foreign currencies
within China. Under China’s State Administration of Foreign Exchange (“SAFE”) regulations, Chinese corporations
may only purchase foreign currencies through government approved banks. In general, Chinese companies must receive approval from
or register with the Chinese government before investing in certain capital account items, including direct investments and loans,
and must thereafter maintain separate foreign exchange
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accounts
for the capital items. Foreign investors may only exchange foreign currencies at specially authorized banks after complying with
documentation requirements. These restrictions may adversely affect the fund and its investments. The international community
has requested that China ease its restrictions on currency exchange, but it is unclear whether the Chinese government will change
its policy.
RMB,
is currently not a freely convertible currency as it is subject to foreign exchange control, fiscal policies and repatriation
restrictions imposed by the Chinese government. Such control of currency conversion and movements in the RMB exchange rates may
adversely affect the operations and financial results of companies in the PRC. In addition, if such control policies change in
the future, the fund may be adversely affected. Since 2005, the exchange rate of the RMB is no longer pegged to the US dollar.
The RMB has now moved to a managed floating exchange rate based on market supply and demand with reference to a basket of foreign
currencies. The daily trading price of the RMB against other major currencies in the inter-bank foreign exchange market would
be allowed to float within a narrow band around the central parity published by the People’s Bank of China. As the exchange
rates are based primarily on market forces, the exchange rates for RMB against other currencies, including the US dollar, are
susceptible to movements based on external factors. There can be no assurance that the RMB will not be subject to appreciation
or devaluation, either due to changes in government policy or market factors. Any devaluation of the RMB could adversely affect
the value of the fund’s investments. The PRC government imposes restrictions on the remittance of RMB out of and into China.
To the extent the fund invests through an RQFII, the fund may be required to remit RMB from Hong Kong to the PRC to settle the
purchase of A-Shares and other permissible securities by the fund. In the event such remittance is disrupted, the fund may not
be able to fully replicate its Underlying Index by investing in the relevant A-Shares and this will increase the tracking error
of the fund. Any delay in repatriation of RMB out of China may result in delay in payment of redemption proceeds to the redeeming
investors. The Chinese government’s policies on exchange control and repatriation restrictions are subject to change, and
the fund’s performance may be adversely affected.
PRC
brokers risk. Regulations adopted by the CSRC and SAFE under which the fund will invest in A-Shares
provide that the subadvisor, if licensed as an RQFII, may select a PRC broker to execute transactions on its behalf on each of
the two PRC exchanges – the SSE and SZSE. The subadvisor may select the same broker for both Exchanges. As a result, the
subadvisor will have less flexibility to choose among brokers on behalf of the fund than is typically the case for US investment
managers. In the event of any default of a PRC broker in the execution or settlement of any transaction or in the transfer of
any
funds
or securities in the PRC, the fund may encounter delays in recovering its assets which may in turn adversely impact the NAV of
the fund.
If
the subadvisor is unable to use one of its designated PRC brokers in the PRC, units of the fund may trade at a premium or discount
to its NAV or the fund may not be able to track the Underlying Index. Further, the operation of the fund may be adversely affected
in the case of any acts or omissions of a PRC broker, which may result in increased tracking error or the fund being traded at
a significant premium or discount to its NAV. The limited number of PRC brokers that may be appointed may cause the fund to not
necessarily pay the lowest commission available in the market. The subadvisor, however, in its selection of PRC brokers will consider
such factors as the competitiveness of commission rates, size of the relevant orders, and execution standards. There is a risk
that the fund may suffer losses from the default, bankruptcy or disqualification of the PRC brokers. In such events, the fund
may be adversely affected in the execution of any transaction.
Disclosure
of interests and short swing profit rule. The fund may be subject to shareholder disclosure of
interest regulations promulgated by the CSRC. These regulations currently require the fund to make certain public disclosures
when the fund and parties acting in concert with the fund acquire 5% or more of the issued securities of a listed company (which
include A-Shares of the listed company). If the reporting requirement is triggered, the fund will be required to report information
which includes, but is not limited to: (a) information about the fund (and parties acting in concert with the fund) and the type
and extent of its holdings in the company; (b) a statement of the fund’s purposes for the investment and whether the fund
intends to increase its holdings over the following 12-month period; (c) a statement of the fund’s historical investments
in the company over the previous six months; (d) the time of, and other information relating to, the transaction that triggered
the fund’s holding in the listed company reaching the 5% reporting threshold; and (e) other information that may be required
by the CSRC or the stock exchange. Additional information may be required if the fund and its concerted parties constitute the
largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock exchange,
the invested company, and the CSRC local representative office where the listed company is located. A fund would also be required
to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain the same content
as the official report. The public announcement may require the fund to disclose its holdings to the public, which could have
an adverse effect on the performance of the fund.
The
relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in
concert. As such, under a conservative interpretation of these regulations, the fund may be
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deemed
as a “concerted party” of other funds managed by the Advisor, subadvisor or their affiliates and therefore may be
subject to the risk that the fund’s holdings may be required to be reported in the aggregate with the holdings of such other
funds should the aggregate holdings trigger the reporting threshold under the PRC law. If the 5% shareholding threshold is triggered
by the fund and parties acting in concert with the fund, the fund would be required to file its report within three days of the
date the threshold is reached. During the time limit for filing the report, a trading freeze applies and the fund would not be
permitted to make subsequent trades in the invested company’s securities. Any such trading freeze may undermine the fund’s
performance, if the fund would otherwise make trades during that period but is prevented from doing so by the regulation.
Once
the fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase
or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an
additional freeze on trading within two days of the fund’s report and announcement of the incremental change. These trading
freezes may undermine the fund’s performance as described above. Also, SSE requirements currently require the fund and parties
acting in concert, once they have reach the 5% threshold, to disclose whenever their shareholding drops below this threshold (even
as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the relevant
CSRC regulation).
CSRC
regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting
in concert reach thresholds of 20% and greater than 30% shareholding in a company.
Subject
to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to
the trading of the fund with the result that where the holdings of the fund (possibly with the holdings of other investors deemed
as concert parties of the fund) exceed 5% of the total issued shares of a listed company, the fund may not reduce its holdings
in the company within six months of the last purchase of shares of the company. If a fund violates the rule, it may be required
by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the
ability of the fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures,
the fund’s assets may be frozen to the extent of the claims made by the company in question. These risks may greatly impair
the performance of the fund.
Investment
and repatriation restrictions. Investments by the fund in A-Shares (as well as other Chinese financial
instruments permitted by the CSRC and the People’s Bank of China, including open- and closed-end investment
companies)
are subject to governmental pre-approval limitations on the quantity that the fund may purchase and/or limits on the classes of
securities in which the fund may invest.
With
respect to investments in A-Shares made through the RQFII program, repatriations by RQFIIs are permitted daily and are not subject
to lock-up periods or prior approval. There is no assurance, however, that PRC rules and regulations will not change or that repatriation
restrictions will not be imposed in the future. Any restrictions on repatriation of the fund’s assets may adversely affect
the fund’s ability to meet redemption requests and/or may cause the fund to borrow money in order to meet its obligations.
These limitations may also prevent the fund from making certain distributions to shareholders.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the Underlying
Index. This may increase the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
Repatriations
by RQFIIs in which the fund may invest are permitted daily and are not subject to lock-up periods or prior approval. There is
no assurance, however, that PRC rules and regulations will not change or that repatriation restrictions will not be imposed in
the future. Any restrictions on repatriation of the fund’s assets may directly or indirectly adversely affect the fund’s
ability to meet redemption requests and/or cause the fund to borrow money in order to meet its obligations. These limitations
may also prevent the fund from making certain distributions.
The
Chinese government limits foreign investment in the securities of certain Chinese issuers entirely, if foreign investment is banned
in respect of the industry in which the relevant Chinese issuers are conducting their business. These restrictions or limitations
may have adverse effects on the liquidity and performance of the fund’s holdings as compared to the performance of the fund’s
Underlying Index, and thus with respect to the fund’s holdings as compared to that of its Underlying Index. This may increase
the risk of tracking error and, at the worst, the fund may not be able to achieve its investment objective.
Investments
in certain Chinese financial instruments permitted by the CSRC and the People’s Bank of China, including A-Shares (if any)
and open- and closed-end investment companies, are subject to governmental pre-approval limitations on the quantity that the fund
may purchase and/or limits on the classes of securities in which the fund may invest.
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A-Shares
currency risk. The fund’s investments in A-Shares will be denominated in RMB and the income
received by the fund in respect of such investments will be in RMB. As a result, changes in currency exchange rates may adversely
affect the fund’s returns. The value of the RMB may be subject to a high degree of fluctuation due to changes in interest
rates, the effects of monetary policies issued by the PRC, the US, foreign governments, central banks or supranational entities,
the imposition of currency controls or other national or global political or economic developments. Therefore, the fund’s
exposure to RMB may result in reduced returns to the fund. The fund does not expect to hedge its currency risk. Moreover, the
fund may incur costs in connection with conversions between US dollars and RMB and will bear the risk of any inability to convert
the RMB.
Foreign
investment risk. The fund faces the risks inherent in foreign investing. Adverse political, economic
or social developments could undermine the value of the fund’s investments or prevent the fund from realizing the full value
of its investments. Financial reporting standards for companies based in foreign markets differ from those in the US. Additionally,
foreign securities markets generally are smaller and less liquid than US markets. To the extent that the fund invests in non-US
dollar denominated foreign securities, changes in currency exchange rates may affect the US dollar value of foreign securities
or the income or gain received on these securities.
Foreign
governments may restrict investment by foreigners, limit withdrawal of trading profit or currency from the country, restrict currency
exchange or seize foreign investments. The investments of the fund may also be subject to foreign withholding taxes. Foreign brokerage
commissions and other fees are generally higher than those for US investments, and the transactions and custody of foreign assets
may involve delays in payment, delivery or recovery of money or investments.
Foreign
markets can have liquidity risks beyond those typical of US markets. Because foreign exchanges generally are smaller and less
liquid than US exchanges, buying and selling foreign investments can be more difficult and costly. Relatively small transactions
can sometimes materially affect the price and availability of securities. In certain situations, it may become virtually impossible
to sell an investment at a price that approaches portfolio management’s estimate of its value. For the same reason, it may
at times be difficult to value the fund’s foreign investments.
In
addition, various PRC companies derive their revenues in RMB but have requirements for foreign currency, including for the import
of materials, debt service on foreign currency denominated debt, purchases of imported equipment and payment of any cash dividends
declared. The existing PRC foreign exchange regulations have significantly reduced government foreign exchange controls for certain
transactions, including trade and service related
foreign
exchange transactions and payment of dividends. However, it is impossible to predict whether the PRC government will continue
its existing foreign exchange policy and when the PRC government will allow free conversion of the RMB to foreign currency. Certain
foreign exchange transactions, including principal payments in respect of foreign currency-denominated obligations, currently
continue to be subject to significant foreign exchange controls and require the approval of SAFE. Since 1994, the conversion of
RMB into US dollars has been based on rates set by the People’s Bank of China, which are set daily based on the previous
day’s PRC interbank foreign exchange market rate. It is not possible to predict nor give any assurance of any future stability
of the RMB to US dollar exchange rate. Fluctuations in exchange rates may adversely affect the fund’s NAV. Furthermore,
because dividends are declared in US dollars and underlying payments are made in RMB, fluctuations in exchange rates may adversely
affect dividends paid by the fund.
Underlying
funds risk. To the extent the fund invests a substantial portion of its assets in one or more
Underlying Funds, the fund’s performance will be directly related to the performance of an Underlying Fund. The fund’s
investments in other investment companies subject the fund to the risks affecting those investment companies.
In
addition, the fund indirectly pays a portion of the expenses incurred by an Underlying Fund, which lowers performance. To the
extent that the fund’s allocations favor an Underlying Fund with higher expenses, the overall cost of investing paid by
the fund will be higher.
The
fund is also subject to the risk that an Underlying Fund may pay a redemption request made by the fund, wholly or partly, by an
in-kind distribution of portfolio securities rather than in cash. The fund may hold such portfolio securities until the Advisor
determines to dispose of them, and the fund will bear the market risk of the securities received in the redemption until their
disposition. Upon disposing of such portfolio securities, the fund may experience increased brokerage commissions.
An
investor in the fund may receive taxable gains from portfolio transactions by an Underlying Fund, as well as taxable gains from
transactions in shares of the Underlying Fund held by the fund. As the fund’s allocations to an Underlying Fund change from
time to time, or to the extent that the expense ratio of an Underlying Fund changes, the weighted average operating expenses borne
by the fund may increase or decrease.
To
the extent the fund invests a substantial portion of its assets in shares of foreign investment companies, including but not limited
to, ETFs the shares of which are listed and traded primarily or solely on a foreign securities exchange, such foreign funds will
not be registered as investment companies with the SEC or subject to the US federal securities laws. As a result, the fund’s
ability to transfer shares of such foreign funds outside of the foreign fund’s primary market will be restricted or prohibited.
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While
such foreign funds may operate similarly to domestic funds, the fund as an investor in a foreign fund will not be afforded the
same investor protections as are provided by the US federal securities laws.
When
the fund invests in a foreign fund, in addition to directly bearing the expenses associated with its own operations, it will bear
a pro rata portion of the foreign fund’s expenses. Further, in part because of these additional expenses, the performance
of a foreign fund may differ from the performance the fund would achieve if it invested directly in the underlying investments
of the foreign fund. The fund’s investments in foreign ETFs will be subject to the risk that the NAV of the foreign fund’s
shares may trade below the fund’s NAV. The NAV of foreign fund shares will fluctuate with changes in the market value of
the foreign fund’s holdings. The trading prices of foreign fund shares will fluctuate in accordance with changes in NAV
as well as market supply and demand. The difference between the bid price and ask price, commonly referred to as the “spread,”
will also vary for a foreign ETF depending on the fund’s trading volume and market liquidity. Generally, the greater the
trading volume and market liquidity, the smaller the spread is and vice versa. Any of these factors may lead to a foreign fund’s
shares trading at a premium or a discount to NAV.
Depositary
receipt risk. Foreign investments in American Depositary Receipts and other depositary receipts
may be less liquid than the underlying shares in their primary trading market. Certain of the depositary receipts in which the
fund invests may be unsponsored depositary receipts. Unsponsored depositary receipts may not provide as much information about
the underlying issuer and may not carry the same voting privileges as sponsored depositary receipts. Unsponsored depositary receipts
are issued by one or more depositaries in response to market demand, but without a formal agreement with the company that issues
the underlying securities.
Derivatives
risk. Derivatives are financial instruments, such as futures and swaps, whose values are based
on the value of one or more indicators, such as a security, asset, currency, interest rate, or index. Derivatives involve risks
different from, and possibly greater than, the risks associated with investing directly in securities and other more traditional
investments. For example, derivatives involve the risk of mispricing or improper valuation and the risk that changes in the value
of a derivative may not correlate perfectly with the underlying indicator. Derivative transactions can create investment leverage,
may be highly volatile and the fund could lose more than the amount it invests. Many derivative transactions are entered into
“over-the-counter” (i.e., not on an exchange or contract market); as a result, the value of such a derivative transaction
will depend on the ability and the willingness of the fund’s counterparty to perform its obligations under the transaction.
If a counterparty were to default on its obligations, the fund’s contractual remedies against such counterparty
may
be subject to bankruptcy and insolvency laws, which could affect the fund’s rights as a creditor (e.g., the fund may not
receive the net amount of payments that it is contractually entitled to receive). A liquid secondary market may not always exist
for the fund’s derivative positions at any time.
Counterparty
risk. To the extent the fund invests in swaps to gain exposure to A-Shares in an effort to achieve
the fund’s investment objective, the fund will be subject to the risk that the number of counterparties able to enter into
swaps to provide exposure to A-Shares may be limited. To the extent that the RQFII quota of a potential swap counterparty is reduced
or eliminated due to actions by the Chinese government or as a result of transactions entered into by the counterparty with other
investors, the counterparty’s ability to continue to enter into swaps or other derivative transactions with the fund may
be reduced or eliminated, which could have a material adverse effect on the fund. These risks are compounded by the fact that
at present there are only a limited number of potential counterparties willing and able to enter into swap transactions linked
to the performance of A-Shares.
Furthermore,
swaps are of limited duration and there is no guarantee that swaps entered into with a counterparty will continue indefinitely.
Accordingly, the duration of a swap depends on, among other things, the ability of the fund to renew the expiration period of
the relevant swap at agreed upon terms. In addition, under the current regulations regarding quotas of QFIIs and RQFIIs administered
by SAFE, QFIIs and RQFIIs are prohibited from transferring or selling their quotas to any third party. However, there is uncertainty
over what constitutes a transfer of quota and how this prohibition is implemented. Therefore, subject to interpretation by SAFE,
QFIIs and RQFIIs may be limited or prohibited from providing the fund access to RQFII quotas by entering into swap or other derivative
transactions, which, in turn, could adversely affect the fund.
Focus
risk. To the extent that the fund focuses its investments in particular industries, asset classes
or sectors of the economy, any market price movements, regulatory or technological changes, or economic conditions affecting companies
in those industries, asset classes or sectors may have a significant impact on the fund’s performance.
Financial
services sector risk. To the extent that the fund invests significantly in the financial services
sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on, the overall
condition of the financial services sector. The financial services sector is subject to extensive government regulation, can be
subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly
affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults,
and price competition. In addition, the deterioration of the credit markets in 2007 and the ensuing financial crisis in 2008
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resulted
in an unusually high degree of volatility in the financial markets for an extended period of time, the effects of which may persist
indefinitely.
Numerous
financial services companies have experienced substantial declines in the valuations of their assets, taken action to raise capital
(such as the issuance of debt or equity securities), or even ceased operations. These actions have caused the securities of many
financial services companies to experience a dramatic decline in value. Moreover, certain financial companies have avoided collapse
due to intervention by governmental regulatory authorities, but such interventions have often not averted a substantial decline
in the value of such companies’ common stock. Issuers that have exposure to the real estate, mortgage and credit markets
have been particularly affected by the foregoing events and the general market turmoil, and it is uncertain whether or for how
long these conditions will continue.
The
financial services sector in China is also undergoing significant change, including continuing consolidations, development of
new products and structures and changes to its regulatory framework, which may have an impact on the issuers included in the Underlying
Index. Increased government involvement in the financial services sector, including measures such as taking ownership positions
in financial institutions, could result in a dilution of the fund’s investments in financial institutions.
Consumer
discretionary sector risk. To the extent that the fund invests significantly in the consumer
discretionary sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent
on, the overall condition of the consumer discretionary sector. Companies engaged in the consumer discretionary sector are subject
to fluctuations in supply and demand. These companies may also be adversely affected by changes in consumer spending as a result
of world events, political and economic conditions, commodity price volatility, changes in exchange rates, imposition of import
controls, increased competition, depletion of resources and labor relations.
Communication
services sector risk. To the extent that the fund invests significantly in the communication
services sector, the fund will be sensitive to changes in, and the fund’s performance may depend to a greater extent on,
the overall condition of the communication services sector. Companies in the communications services sector can be adversely affected
by, among other things, changes in government regulation, intense competition, dependency on patent protection, equipment incompatibility,
changing consumer preferences, technological obsolescence, and large capital expenditures and debt burdens.
Indexing
risk. While the exposure of an index to its component securities is by definition 100%, the fund’s
effective exposure to index securities may vary over time. Because
an
index fund is designed to maintain a high level of exposure to its Underlying Index at all times, it will not take any steps to
invest defensively or otherwise reduce the risk of loss during market downturns.
Liquidity
risk. In certain situations, it may be difficult or impossible to sell an investment at an acceptable
price. This risk can be ongoing for any security that does not trade actively or in large volumes, for any security that trades
primarily on smaller markets, and for investments that typically trade only among a limited number of large investors (such as
certain types of derivatives or restricted securities). In unusual market conditions, even normally liquid securities may be affected
by a degree of liquidity risk. This may affect only certain securities or an overall securities market.
Although
the fund primarily seeks to redeem shares of the fund on an in-kind basis, if the fund is forced to sell underlying investments
at reduced prices or under unfavorable conditions to meet redemption requests or other cash needs, the fund may suffer a loss.
This may be magnified in circumstances where redemptions from the fund may be higher than normal.
Swap
agreements may be subject to liquidity risk, which exists when a particular swap is difficult to purchase or sell. If a swap transaction
is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position
at an advantageous time or price, which may result in significant losses to the fund. This is especially true given the limited
number of potential counterparties willing and able to enter into swap transactions on A-Shares. In addition, a swap transaction
may be subject to the fund’s limitation on investments in illiquid securities. Swap agreements may be subject to pricing
risk, which exists when a particular swap agreement becomes extraordinarily expensive (or inexpensive) relative to historical
prices or the prices of corresponding cash market instruments. The swaps market is largely unregulated. It is possible that developments
in the swaps market, including potential government regulation, could adversely affect the fund’s ability to terminate existing
swap agreements or to realize amounts to be received under such agreements.
Pricing
risk. If market conditions make it difficult to value some investments (including
China A-Shares), the fund may value these investments using more subjective methods, such as fair value pricing. In such cases,
the value determined for an investment could be different from the value realized upon such investment’s sale. As a result,
you could pay more than the market value when buying fund shares or receive less than the market value when selling fund shares.
Secondary
markets may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods, which may prevent
the fund from being able
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to
realize full value and thus sell a security for its full valuation. This could cause a material decline in the fund’s net
asset value.
Tracking
error risk. The performance of the fund may diverge from that of its Underlying Index for a number
of reasons, including operating expenses, transaction costs, cash flows and operational inefficiencies. The fund’s return
also may diverge from the return of the Underlying Index because the fund bears the costs and risks associated with buying and
selling securities (especially when rebalancing the fund’s securities holdings to reflect changes in the Underlying Index)
while such costs and risks are not factored into the return of the Underlying Index. Transaction costs, including brokerage costs,
will decrease the fund’s NAV to the extent not offset by the transaction fee payable by an “Authorized Participant”
(“AP”). Market disruptions and regulatory restrictions could have an adverse effect on the fund’s ability to
adjust its exposure to the required levels in order to track the Underlying Index. In addition, to the extent that portfolio management
uses a representative sampling approach (investing in a representative selection of securities included in the Underlying Index
rather than all securities in the Underlying Index) it may cause the fund to not be as well correlated with the return of the
Underlying Index as would be the case if the fund purchased all of the securities in the Underlying Index in the proportions represented
in the Underlying Index. Errors in the Underlying Index data, the Underlying Index computations and/or the construction of the
Underlying Index in accordance with its methodology may occur from time to time and may not be identified and corrected by the
index provider for a period of time or at all, which may have an adverse impact on the fund and its shareholders. In addition,
the fund may not be able to invest in certain securities included in the Underlying Index, or invest in them in the exact proportions
in which they are represented in the Underlying Index, due to legal restrictions or limitations imposed by the governments of
certain countries, a lack of liquidity in the markets in which such securities trade, potential adverse tax consequences or other
regulatory reasons. To the extent the fund calculates its NAV based on fair value prices and the value of the Underlying Index
is based on securities’ closing prices (i.e., the value of the Underlying Index is not based on fair value prices), the
fund’s ability to track the Underlying Index may be adversely affected. The performance of the fund also may diverge from
that of the Underlying Index if the Advisor and/or subadvisor seek to gain exposure to A-Shares by investing in securities not
included in the Underlying Index, derivative instruments, and other pooled investment vehicles because the subadvisor’s
RQFII quota has become inadequate, the subadvisor is unable to maintain its RQFII status, or the Stock Connect Daily Quota has
been exhausted. For tax efficiency purposes, the fund may sell certain securities, and such sale may cause the fund to realize
a loss and
deviate
from the performance of the Underlying Index. In light of the factors discussed above, the fund’s return may deviate significantly
from the return of the Underlying Index.
For
purposes of calculating the fund’s NAV, the value of assets denominated in non-US currencies is converted into US dollars
using prevailing market rates on the date of valuation as quoted by one or more data service providers. This conversion may result
in a difference between the prices used to calculate the fund’s NAV and the prices used by the Underlying Index, which,
in turn, could result in a difference between the fund’s performance and the performance of its Underlying Index.
Market
price risk. Fund shares are listed for trading on an exchange and are bought and sold in the
secondary market at market prices. The market prices of shares will fluctuate, in some cases materially, in response to changes
in the NAV and supply and demand for shares. As a result, the trading prices of shares may deviate significantly from NAV during
periods of market volatility. Differences between secondary market prices and the value of the fund’s holdings may be due
largely to supply and demand forces in the secondary market, which may not be the same forces as those influencing prices for
securities held by the fund at a particular time. The Advisor cannot predict whether shares will trade above, below or at their
NAV. Given the fact that shares can be created and redeemed in Creation Units, the Advisor believes that large discounts or premiums
to the NAV of shares should not be sustained in the long-term. In addition, there may be times when the market price and the value
of the fund’s holdings vary significantly and you may pay more than the value of the fund’s holdings when buying shares
on the secondary market, and you may receive less than the value of the fund’s holdings when you sell those shares. While
the creation/redemption feature is designed to make it likely that shares normally will trade close to the value of the fund’s
holdings, disruptions to creations and redemptions, including disruptions at market makers, APs or market participants, or during
periods of significant market volatility, may result in trading prices that differ significantly from the value of the fund’s
holdings. Although market makers will generally take advantage of differences between the NAV and the market price of fund shares
through arbitrage opportunities, there is no guarantee that they will do so. If market makers. exit the business or are unable
to continue making markets in fund’s shares, shares may trade at a discount to NAV like closed-end fund shares and may even
face delisting (that is, investors would no longer be able to trade shares in the secondary market). The market price of shares,
like the price of any exchange-traded security, includes a “bid-ask spread” charged by the exchange specialist, market
makers or other participants that trade the particular security. In times of severe market disruption, the bid-ask spread often
increases significantly. This means that shares may trade at a discount to the fund’s NAV, and the discount is likely to
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be
greatest when the price of shares is falling fastest, which may be the time that you most want to sell your shares. There are
various methods by which investors can purchase and sell shares of the funds and various orders that may be placed.
Investors
should consult their financial intermediary before purchasing or selling shares of a fund. In addition, the securities held by
a fund may be traded in markets that close at a different time than an exchange.
Liquidity
in those securities may be reduced after the applicable closing times. Accordingly, during the time when an exchange is open but
after the applicable market closing, fixing or settlement times, bid-ask spreads and the resulting premium or discount to the
shares’ NAV is likely to widen. More generally, secondary markets may be subject to irregular trading activity, wide bid-ask
spreads and extended trade settlement periods, which could cause a material decline in the fund’s NAV. The bid-ask spread
varies over time for shares of a fund based on the fund’s trading volume and market liquidity, and is generally lower if
the fund has substantial trading volume and market liquidity, and higher if the fund has little trading volume and market liquidity
(which is often the case for funds that are newly launched or small in size). The fund’s bid-ask spread may also be impacted
by the liquidity of the underlying securities held by the fund, particularly for newly launched or smaller funds or in instances
of significant volatility of the underlying securities. The bid/ask spread of the Fund may be wider in comparison to the bid/ask
spread of other ETFs, due to the Fund’s exposure to A-Shares. The fund’s investment results are measured based upon
the daily NAV of the fund. Investors purchasing and selling shares in the secondary market may not experience investment results
consistent with those experienced by those APs creating and redeeming shares directly with a fund. In addition, transactions by
large shareholders may account for a large percentage of the trading volume on an exchange and may, therefore, have a material
effect on the market price of the fund’s shares.
Valuation
risk. Because non-US markets may be open on days when the fund does not price its shares, the
value of the securities in the fund’s portfolio may change on days when shareholders will not be able to purchase or sell
the fund’s shares.
Operational
risk. Cyber-attacks, disruptions, or failures that affect the fund’s service providers
or counterparties, issuers of securities held by the fund, or other market participants may adversely affect the fund and its
shareholders, including by causing losses for the fund or impairing fund operations.
Cyber-attacks
may include unauthorized attempts by third parties to improperly access, modify, disrupt the operations of, or prevent access
to the systems of the fund’s service providers or counterparties, issuers of securities held by the fund or other market
participants or data within them. In addition, power or communications outages, acts
of
god, information technology equipment malfunctions, operational errors, and inaccuracies within software or data processing systems
may also disrupt business operations or impact critical data. Market events also may trigger a volume of transactions that overloads
current information technology and communication systems and processes, impacting the ability to conduct the fund’s operations.
Cyber-attacks,
disruptions, or failures may adversely affect the fund and its shareholders or cause reputational damage and subject the fund
to regulatory fines, litigation costs, penalties or financial losses, reimbursement or other compensation costs, and/or additional
compliance costs. For example, the fund’s or its service providers’ assets or sensitive or confidential information
may be misappropriated, data may be corrupted, and operations may be disrupted (e.g., cyber-attacks or operational failures may
cause the release of private shareholder information or confidential fund information, interfere with the processing of shareholder
transactions, impact the ability to calculate the fund’s net asset value, and impede trading). In addition, cyber-attacks,
disruptions, or failures involving a fund counterparty could affect such counterparty’s ability to meet its obligations
to the fund, which may result in losses to the fund and its shareholders. Similar types of operational and technology risks are
also present for issuers of securities held by the fund, which could have material adverse consequences for such issuers, and
may cause the fund’s investments to lose value. Furthermore, as a result of cyber-attacks, disruptions, or failures, an
exchange or market may close or issue trading halts on specific securities or the entire market, which may result in the fund
being, among other things, unable to buy or sell certain securities or financial instruments or unable to accurately price its
investments.
While
the fund and its service providers may establish business continuity and other plans and processes that seek to address the possibility
of and fallout from cyber-attacks, disruptions, or failures, there are inherent limitations in such plans and systems, including
that they do not apply to third parties, such as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been identified or that unknown threats may emerge in the
future and there is no assurance that such plans and processes will address the possibility of and fallout from cyber-attacks,
disruptions, or failures. In addition, the fund cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund, or other market participants.
For
example, the fund relies on various sources to calculate its NAV. Therefore, the fund is subject to certain operational risks
associated with reliance on third party service providers and data sources. NAV calculation may be impacted by operational risks
arising from factors such as failures in systems and technology. Such failures may
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result
in delays in the calculation of a fund’s NAV and/or the inability to calculate NAV over extended time periods. The fund
may be unable to recover any losses associated with such failures.
Authorized
Participant concentration risk. The fund may have a limited number of financial institutions
that may act as APs. Only APs who have entered into agreements with the fund’s distributor may engage in creation or redemption
transactions directly with the fund (as described below under “Buying and Selling Shares”). If those APs exit the
business or are unable to process creation and/or redemption orders, (including in situations where APs have limited or diminished
access to capital required to post collateral) and no other AP is able to step forward to create and redeem in either of these
cases, shares may trade at a discount to NAV like closed-end fund shares and may even face delisting (that is, investors would
no longer be able to trade shares in the secondary market).
Non-diversification
risk. The fund is classified as non-diversified under the Investment Company Act of 1940, as
amended. This means that the fund may invest in securities of relatively few issuers. Thus, the performance of one or a small
number of portfolio holdings can affect overall performance.
Country
concentration risk. To the extent that the fund invests significantly in a single country, it
is more likely to be impacted by events or conditions affecting that country. For example, political and economic conditions and
changes in regulatory, tax or economic policy in a country could significantly affect the market in that country and in surrounding
or related countries and have a negative impact on the fund’s performance.
Futures
risk. The value of a futures contract tends to increase and decrease in tandem with the value
of the underlying instrument. Depending on the terms of the particular contract, futures contracts are settled through either
physical delivery of the underlying instrument on the settlement date or by payment of a cash settlement amount on the settlement
date. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well-conceived
futures transaction may be unsuccessful because of market behavior or unexpected events. In addition to the derivatives risks
discussed above, the prices of futures can be highly volatile, using futures can lower total return and the potential loss from
futures can exceed the fund’s initial investment in such contracts.
US
tax risk. A fund intends to distribute annually all or substantially all of its investment company
taxable income and net capital gain. However, should the Chinese government impose restrictions on the fund’s ability to
repatriate funds associated with direct investments in A-Shares, the fund may be unable to satisfy distribution requirements applicable
to RICs under the Internal Revenue Code. If the
fund
fails to satisfy the distribution requirements necessary to qualify for treatment as a RIC for any taxable year, the fund would
be treated as a corporation subject to US federal income tax, thereby subjecting any income earned by the fund to tax at the corporate
level. If the fund fails to satisfy a separate distribution requirement, it will be subject to a fund-level excise tax. These
fund-level taxes will apply in addition to taxes payable at the shareholder level on distributions.
Tax
risk. The fund’s exposure to China A-Shares investments through its Underlying Fund or
Funds (i.e., primarily through the Underlying Fund) may be less tax efficient than a direct investment in A-Shares. The fund will
not be able to offset its taxable income and gains with losses incurred by an Underlying Fund, because the Underlying Fund is
treated as a corporation for US federal income tax purposes. The fund’s sales of shares in an Underlying Fund, including
those resulting from changes in the fund’s allocation of assets, could cause the recognition of additional taxable gains.
A portion of any such gains may be short-term capital gains, which will be taxable as ordinary dividend income when distributed
to the fund’s shareholders.
Further,
certain losses recognized on sales of shares in an Underlying Fund may be deferred under the wash sale rules. Any loss realized
by the fund on a disposition of shares in an Underlying Fund held for six months or less will be treated as a long-term capital
loss to the extent of any amounts treated as distributions to the fund of net long- term capital gain with respect to the Underlying
Fund’s shares (including any amounts credited to the fund as undistributed capital gains). Short-term capital gains earned
by an Underlying Fund will be treated as ordinary dividends when distributed to a fund and therefore may not be offset by any
short-term capital losses incurred by the fund. The fund’s short-term capital losses might instead offset long-term capital
gains realized by the fund, which would otherwise be eligible for reduced US federal income tax rates when distributed to individual
and certain other non-corporate shareholders. If the Chinese government imposes restrictions on an Underlying Fund’s ability
to repatriate funds associated with investment in A-Shares, the Underlying Fund could fail to qualify for US federal income tax
treatment as a regulated investment company. Under those circumstances, an Underlying Fund would be subject to tax as a regular
corporation, and the fund would not be able to treat non-US income taxes paid by the Underlying Fund as paid by the fund’s
shareholders.
Uncertainties
in the Chinese tax rules governing taxation of income and gains from investments in A-Shares could result in unexpected tax liabilities
for an Underlying Fund. Specific rules governing taxes on capital gains derived by RQFIIs and QFIIs from the trading of PRC securities
have yet to be announced. In the absence of specific rules, the tax treatment of an Underlying Fund’s investments in A-Shares
through HGI’s RQFII quota should be governed
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by
the general PRC tax provisions and provisions applicable to RQFIIs. Under these provisions, an Underlying Fund is generally subject
to a tax of 10% on any dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident
in China. In addition, a nonresident enterprise is subject to withholding tax at a rate of 10% on its capital gains, subject to
an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Effective
November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been temporarily lifted.
The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17, 2014 has been paid
by the Xtrackers Harvest ETFs, while realized gains from shares in non-land- rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. An underlying
fund could be subject to tax liability for any tax payments for which reserves have not been made or that were not previously
withheld. The impact of any such tax liability on an Underlying Fund’s return could be substantial. An Underlying Fund may
also be liable to the Sub-Advisor for any tax that is imposed on the Sub-Advisor by the PRC with respect to the Underlying Fund’s
investments. If an Underlying Fund’s direct investments in A-Shares through the Sub-Advisor’s RQFII quota become subject
to repatriation restrictions, the Underlying Fund may be unable to satisfy distribution requirements applicable to RICs under
the Internal Revenue Code, and be subject to tax at the fund level.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, including with respect
to the possible liability of the fund for obligations of an RQFII, such as HGI or in the future, the Advisor. The withholding
taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under an applicable tax treaty, but
the application of such treaties in the case of an RQFII acting for a foreign investor is also uncertain. Finally, it is whether
an RQFII would also be eligible for PRC BT exemption, which has been granted to QFIIs, with respect to gains derived prior to
May 1, 2016. In practice, the BT has not been collected. However, the imposition of such taxes on an Underlying Fund could have
a material adverse effect on a fund’s returns. Since May 1, 2016, RQFIIs are exempt from PRC value-added tax, which replaced
the BT with respect to gains realized from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain of the tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC
Ministry
of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse to an Underlying Fund and their
shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments, an Underlying Fund could be subject to withholding tax liability in excess of the amount
reserved. The impact of any such tax liability on the fund’s return could be substantial. An Underlying Fund will be liable
to HGI for any Chinese tax that is imposed on HGI with respect to the Underlying Fund’s investments.
Investments
in swaps and other derivatives may be subject to special US federal income tax rules that could adversely affect the character,
timing and amount of income earned by the fund (e.g., by causing amounts that would be capital gain to be taxed as ordinary income
or to be taken into income earlier than would otherwise be necessary). Also, the fund may be required to periodically adjust its
positions in its swaps and derivatives to comply with certain regulatory requirements which may further cause these investments
to be less efficient than a direct investment in A-Shares. For example, swaps in which the fund may invest may need to be reset
on a regular basis in order to maintain compliance with the 1940 Act, which may increase the likelihood that the fund will generate
short- term capital gains. In addition, because the application of special tax rules to the fund and its investments may be uncertain,
it is possible that the manner in which they are applied by the fund may be determined to be incorrect. In that event, the fund
may be found to have failed to maintain its qualification as a RIC or to be subject to additional US tax liability. The fund may
make investments, both directly and through swaps or other derivative positions, in companies classified as controlled foreign
corporations (“CFCs”) or passive foreign investment companies (“PFICs”) for US federal income tax purposes.
Investments in CFCs and PFICs are subject to special tax rules which may result in adverse tax consequences to the fund and its
shareholders.
The
sale or other transfer by the Advisor of B-Shares will be subject to PRC Stamp Duty at a rate of 0.1% on the transacted value.
The Advisor will not be subject to PRC Stamp Duty when it acquires B-Shares.
To
the extent the fund invests in swaps linked to A-Shares, such investments may be less tax-efficient for US tax purposes than a
direct investment in A-Shares. Any tax liability incurred by the swap counterparty may be passed on to the fund. When the fund
sells a swap on A-Shares, the sale price may take into account of the RQFII’s tax liability imposed under Chinese law.
Medium-sized
company risk. Medium-sized company stocks tend to be more volatile than large company stocks.
Because stock analysts are less likely to follow medium-sized companies, less information about them is available to investors.
Industry-wide reversals may have a greater
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impact
on medium-sized companies, since they lack the financial resources of larger companies. Medium-sized company stocks are typically
less liquid than large company stocks.
Securities
lending risk. Securities lending involves the risk that the fund may lose money because the
borrower of the loaned securities fails to return the securities in a timely manner or at all. The fund could also lose money
in the event of a decline in the value of the collateral provided for the loaned securities or a decline in the value of any investments
made with cash collateral. These events, and securities lending in general, could trigger adverse tax consequences for the fund
and its investors. For example, if the fund loans its securities, the fund and its investors may lose the ability to treat certain
fund distributions associated with those securities as qualified dividend income.
Leveraging
Risk. The fund’s investment in futures contracts and other derivative instruments provide
leveraged exposure. The fund’s investment in these instruments generally requires a small investment relative to the amount
of investment exposure assumed. As a result, such investments may give rise to losses that exceed the amount invested in those
instruments. The use of derivatives and other similar financial instruments may at times be an integral part of the fund’s
investment strategy and may expose the fund to potentially dramatic losses (or gains) in the value of a derivative or other financial
instruments and, thus, in the value the fund’s portfolio. The cost of investing in such instruments generally increases
as interest rates increase, which will lower a fund’s return.
Other
Policies and Risks
While
the previous pages describe the main points of each fund’s strategy and risks, there are a few other matters to know about:
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Each of the policies described herein, including the investment objective and 80% investment policies of each fund, constitutes
a non-fundamental policy that may be changed by the Board without shareholder approval. Each fund’s 80% investment
policies require 60 days’ prior written notice to shareholders before they can be changed. Certain fundamental policies
of each fund are set forth in the SAI.
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Because each fund seeks to track its Underlying Index, no fund invests defensively and each fund will not invest in money
market instruments or other short-term investments as part of a temporary defensive strategy to protect against potential
market declines.
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Each fund may borrow money up to 33 1/3%of the value of its total assets (including the amount borrowed) from banks as permitted
by the 1940 Act. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law.
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Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers MSCI China A Inclusion Equity ETF and Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF may borrow money under a credit facility to the extent necessary for temporary or emergency purposes,
including the funding of shareholder redemption requests, trade settlements, and as necessary to distribute to shareholders
any income necessary to maintain a fund’s status as a regulated investment company (“RIC”).
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From time to time a third party, the Advisor and/or its affiliates may invest in a fund and hold its investment for a specific
period of time in order for a fund to achieve size or scale. There can be no assurance that any such entity would not redeem
its investment or that the size of a fund would be maintained at such levels. In order to comply with applicable law, it
is possible that the Advisor or its affiliates, to the extent they are invested in a fund, may be required to redeem some
or all of their ownership interests in a fund prematurely or at an inopportune time.
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Secondary market trading in fund shares may be halted by a stock exchange because of market conditions or other reasons.
In addition, trading in fund shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary
market volatility pursuant to “circuit breaker” rules on the exchange or market. If a trading halt or unanticipated
early closing of a stock exchange occurs, a shareholder may be unable to purchase or sell shares of each fund. There can
be no assurance that the requirements necessary to maintain the listing or trading of fund shares will continue to be met
or will remain unchanged or that shares will trade with any volume, or at all, in any secondary market. As with all other
exchange traded securities, shares may be sold short and may experience increased volatility and price decreases associated
with such trading activity.
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From time to time, a fund may have a concentration of shareholder accounts holding a significant percentage of shares outstanding.
Investment activities of these shareholders could have a material impact on a fund. For example, a fund may be used as an
underlying investment for other registered investment companies.
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Portfolio
Holdings Information
A
description of the Trust’s policies and procedures with respect to the disclosure of each fund’s portfolio securities
is available in each fund’s SAI. The top holdings of each fund can be found at www.Xtrackers.com. Fund fact sheets provide
information regarding each fund’s top holdings and may be requested by calling 1-855-329-3837 (1-855-DBX-ETFS).
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Who
Manages and Oversees the Funds
The
Investment Advisor
DBX
Advisors LLC (“Advisor”), with headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor for
the fund. Under the oversight of the Board, the Advisor (or a subadvisor, if applicable, under the oversight of the Advisor) makes
the investment decisions, buys and sells securities for the fund and conducts research that leads to these purchase and sale decisions.
The
Advisor is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co. KGaA (“DWS Group”), a separate, publicly-listed
financial services firm that is an indirect, majority-owned subsidiary of Deutsche Bank AG. Founded in 2010, the Advisor managed
approximately $13.7 billion in 38 operational exchange-traded funds, as of July 1, 2019.
DWS
represents the asset management activities conducted by DWS Group or any of its subsidiaries, including the Advisor and other
affiliated investment advisors.
DWS
is a global organization that offers a wide range of investing expertise and resources, including hundreds of portfolio managers
and analysts and an office network that reaches the world’s major investment centers. This well- resourced global investment
platform brings together a wide variety of experience and investment insight across industries, regions, asset classes and investing
styles.
The
Advisor may utilize the resources of its global investment platform to provide investment management services through branch offices
or affiliates located outside the US. In some cases, the Advisor may also utilize its branch offices or affiliates located in
the US or outside the US to perform certain services, such as trade execution, trade matching and settlement, or various administrative,
back-office or other services. To the extent services are performed outside the US, such activity may be subject to both US and
foreign regulation. It is possible that the jurisdiction in which the Advisor or its affiliate performs such services may impose
restrictions or limitations on portfolio transactions that are different from, and in addition to, those in the US.
Subadvisor
for Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
Harvest
Global Investments Limited (“HGI”), the subadvisor for Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF, is located at 31/F One Exchange Square, 8 Connaught Place, Central, Hong Kong.
HGI
is a SEC registered investment advisor and serves as the investment subadvisor for the funds and, subject to the supervision of
the Advisor and the Trust’s Board, is responsible for the investment management of the funds.
Management
Fee. Under each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially
all expenses of the fund, including the payments to the subadvisor (as applicable), the cost of transfer agency, custody, fund
administration, compensation paid to the Independent Board Members, legal, audit and other services, except for the fee payments
to the Advisor under the Investment Advisory Agreement (also known as a “unitary advisory fee”), interest expense,
acquired fund fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other
extraordinary expenses.
For
its services to each fund, during the most recent fiscal year, the Advisor received aggregate unitary advisory fees at the following
annual rates as a percentage of each fund’s average daily net assets.
Fund Name
|
Fee Paid
|
Xtrackers Harvest CSI 300 China
A-Shares ETF
|
0.65%
|
Xtrackers MSCI China A Inclusion
Equity ETF
|
0.60%
|
Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF
|
0.65%
|
Xtrackers MSCI All China Equity
ETF
|
0.50%
|
For
Xtrackers MSCI All China Equity ETF, to the extent the fund invests in the shares of an affiliated fund, the Advisor has contractually
agreed, until November 14, 2021, to waive fees and/or reimburse the fund’s expenses to limit the fund’s current operating
expenses (except for interest expense, taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other
extraordinary expenses) by an amount equal to the acquired fund’s fees and expenses attributable to the fund’s investments
in the affiliated funds. In addition, the Advisor has contractually agreed, until September 30, 2020, to waive a portion of its
management fees to the extent necessary to prevent the operating expenses of the fund from exceeding 0.50% of the fund’s
average daily net assets. These agreements may only be terminated by the fund’s Board (and may not be terminated by the
Advisor) prior to that time.
A
discussion regarding the basis for the Board's approval of each fund’s Investment Advisory Agreement is contained in the
most recent annual report for the annual period ended May 31. For information on how to obtain shareholder reports, see the back
cover.
Multi-Manager
Structure. The Advisor and the Trust may rely on an exemptive order (the “Order”)
from the SEC that permits the Advisor to enter into investment sub-advisory agreements with unaffiliated and wholly-owned subadvisors
without obtaining shareholder approval. The Advisor, subject to the review and approval of the Board, selects subadvisors for
each fund and supervises, monitors and evaluates the performance of the subadvisor.
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The
Order also permits the Advisor, subject to the approval of the Board, to replace subadvisors and amend investment subadvisory
agreements, including fees, without shareholder approval whenever the Advisor and the Board believe such action will benefit a
fund and its shareholders. The Advisor thus has the ultimate responsibility (subject to the ultimate oversight of the Board) to
recommend the hiring and replacement of subadvisors as well as the discretion to terminate any subadvisor and reallocate a fund’s
assets for management among any other subadvisor(s) and itself. This means that the Advisor is able to reduce the subadvisory
fees and retain a larger portion of the management fee, or increase the subadvisory fees and retain a smaller portion of the management
fee. Pursuant to the Order, the Advisor is not required to disclose its contractual fee arrangements with any subadvisor. The
Advisor compensates a subadvisor out of its management fee.
Management
Xtrackers
Harvest CSI 300 China A-Shares ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. The Portfolio Managers are responsible
for various functions related to portfolio management, including, but not limited to, investing cash inflows, coordinating with
members of their team to focus on certain asset classes, implementing the investment strategy, researching and reviewing the investment
strategy, and overseeing members of their portfolio management team with more limited responsibilities.
Kevin
Sung, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined HGI in 2018, with eight years of financial industry experience. Prior to joining HGI, he was a portfolio manager in
DWS and Creditease. Prior to that, he worked in Value Partners Limited (Hong Kong) to develop quantitative strategy and managed
ETF and quantitative portfolios.
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MSc in Financial Mathematics and Statistics, Hong Kong University of Science and Technology; MPhil and BSc in Physics, The
Chinese University of Hong Kong.
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CFA Charterholder and FRM holder.
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Tom
Chan, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined HGI in 2018, with five years of financial industry experience, including ETF portfolio management and quantitative
strategies development. Prior to joining HGI, he was a Senior Analyst in Value Partners and Analyst in Conning Asia Pacific.
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BS in Quantitative Finance and Risk Management Science, The Chinese University of Hong Kong.
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Xtrackers
MSCI China A Inclusion Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2015.
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Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
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Head of Passive Portfolio Management, Americas: New York.
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BS in Finance, Boston College.
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Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
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Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
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Lead Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
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Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
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Equity Portfolio Manager, US Passive Equities: New York.
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BS in Finance, Yeshiva University.
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. The Portfolio Managers are responsible
for various functions related to portfolio management, including, but not limited to, investing cash inflows, coordinating with
members of their team to focus on certain asset classes, implementing the
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investment
strategy, researching and reviewing the investment strategy, and overseeing members of their portfolio management team with more
limited responsibilities.
Kevin
Sung, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined HGI in 2018, with eight years of financial industry experience. Prior to joining HGI, he was a portfolio manager in
DWS and Creditease. Prior to that, he worked in Value Partners Limited (Hong Kong) to develop quantitative strategy and managed
ETF and quantitative portfolios.
|
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MSc in Financial Mathematics and Statistics, Hong Kong University of Science and Technology; MPhil and BSc in Physics, The
Chinese University of Hong Kong.
|
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CFA Charterholder and FRM holder.
|
Tom
Chan, CFA, employee of HGI. Portfolio Manager of the fund. Began managing the fund in 2018.
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Joined HGI in 2018, with five years of financial industry experience, including ETF portfolio management and quantitative
strategies development. Prior to joining HGI, he was a Senior Analyst in Value Partners and Analyst in Conning Asia Pacific.
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BS in Quantitative Finance and Risk Management Science, The Chinese University of Hong Kong.
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Xtrackers
MSCI All China Equity ETF
The
following Portfolio Managers are primarily responsible for the day-to-day management of the fund. Each Portfolio Manager functions
as a member of a portfolio management team.
Bryan
Richards, CFA, Managing Director. Portfolio Manager of the fund. Began managing the fund in 2014.
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Joined DWS in 2011 with 11 years of industry experience. Prior to his current role, he served as the primary portfolio manager
for the PowerShares DB Commodity ETFs until their sale in 2015. Prior to joining DWS, he served as an equity analyst for
Fairhaven Capital LLC, a long/short equity fund, and at XShares Advisors, an ETF issuer based in New York.
|
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Head of Passive Portfolio Management, Americas: New York.
|
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BS in Finance, Boston College.
|
Patrick
Dwyer, Director. Portfolio Manager of the fund. Began managing the fund in 2016.
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Joined DWS in 2016 with 16 years of industry experience. Prior to joining DWS, he was the head of Northern Trust’s
Equity Index, ETF, and Overlay portfolio management team in Chicago, managing portfolios for North American based clients.
His time at Northern Trust included working in New York, Chicago, and in Hong Kong building a portfolio management desk.
Prior to joining Northern Trust in 2003, he participated in the Deutsche Asset Management graduate training program. He rotated
through the domestic fixed income and US structured equity fund management groups.
|
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Lead Equity Portfolio Manager, US Passive Equities: New York.
|
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BS in Finance, Rutgers University.
|
Shlomo
Bassous, Vice President. Portfolio Manager of the fund. Began managing the fund in 2017.
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Joined DWS in 2017 with 13 years of industry experience. Prior to joining DWS, Mr. Bassous worked at Northern Trust where
he filled a variety of operational functions supporting portfolio management. In 2010 he began managing equity portfolios
on behalf of institutional clients across a variety of global benchmarks. Before joining Northern Trust in 2007, he worked
at The Bank of New York Mellon and Morgan Stanley in a variety of roles supporting equity trading and portfolio management.
|
■
|
Equity Portfolio Manager, US Passive Equities: New York.
|
■
|
BS in Finance, Yeshiva University.
|
Each
fund’s Statement of Additional Information provides additional information about a portfolio manager’s investments
in each fund, a description of the portfolio management compensation structure and information regarding other accounts managed.
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Investing
in the Funds
Additional
shareholder information, including how to buy and sell shares of a fund, is available free of charge by calling toll-free: 1-855-329-3837
(1-855-DBX-ETFS) or visiting our website at www.Xtrackers.com.
Buying
and Selling Shares
Shares
of a fund are listed for trading on a national securities exchange during the trading day. Shares can be bought and sold throughout
the trading day at market prices like shares of other publicly-traded companies. The Trust does not impose any minimum investment
for shares of a fund purchased on an exchange. Buying or selling fund shares involves two types of costs that may apply to all
securities transactions. When buying or selling shares of a fund through a broker, you will likely incur a brokerage commission
or other charges determined by your broker. In addition, you may incur the cost of the “spread” – that is, any
difference between the bid price and the ask price. The commission is frequently a fixed amount and may be a significant proportional
cost for investors seeking to buy or sell small amounts of shares. The spread varies over time for shares of a fund based on its
trading volume and market liquidity, and is generally lower if a fund has a lot of trading volume and market liquidity and higher
if a fund has little trading volume and market liquidity.
Shares
of a fund may be acquired or redeemed directly from a fund only in Creation Units or multiples thereof, as discussed in the section
of this Prospectus entitled “Creations and Redemptions.” Only an AP may engage in creation or redemption transactions
directly with a fund. Once created, shares of a fund generally trade in the secondary market in amounts less than a Creation Unit.
The
Board has evaluated the risks of market timing activities by a fund’s shareholders. The Board noted that shares of a fund
can only be purchased and redeemed directly from the fund in Creation Units by APs and that the vast majority of trading in a
fund’s shares occurs on the secondary market. Because the secondary market trades do not involve a fund directly, it is
unlikely those trades would cause many of the harmful effects of market timing, including dilution, disruption of portfolio management,
increases in a fund’s trading costs and the realization of capital gains. With regard to the purchase or redemption of Creation
Units directly with a fund, to the extent effected
in-kind
(i.e., for securities), such trades do not cause any of the harmful effects (as previously noted) that may result from frequent
cash trades. To the extent trades are effected in whole or in part in cash, the Board noted that such trades could result in dilution
to a fund and increased transaction costs, which could negatively impact a fund’s ability to achieve its investment objective.
However, the Board noted that direct trading by APs is critical to ensuring that a fund’s shares trade at or close to NAV.
In addition, a fund imposes both fixed and variable transaction fees on purchases and redemptions of fund shares to cover the
custodial and other costs incurred by a fund in effecting trades. These fees increase if an investor substitutes cash in part
or in whole for securities, reflecting the fact that a fund’s trading costs increase in those circumstances. Given this
structure, the Board determined that with respect to a fund it is not necessary to adopt policies and procedures to detect and
deter market timing of a fund’s shares.
The
national securities exchange on which a fund’s shares are listed is open for trading Monday through Friday and is closed
on weekends and the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The
1940 Act imposes certain restrictions on investments by registered investment companies in the securities of other investment
companies, such as the funds. Registered investment companies, except as noted below, are permitted to invest in a fund beyond
applicable 1940 Act limitations, subject to certain terms and conditions set forth in an SEC exemptive order issued to the Trust,
including that such investment companies enter into an agreement with the Trust. However, this relief is not available for investments
by registered investment companies in the Xtrackers MSCI All China Equity ETF, because the fund operates as a “fund-of-funds”
by investing in the Xtrackers China A-Shares ETFs.
Shares
of a fund trade on the exchange and under the ticker symbol as shown in the table below.
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Fund name
|
Ticker Symbol
|
Stock Exchange
|
Xtrackers Harvest CSI 300 China
A-Shares ETF
|
ASHR
|
NYSE Arca, Inc.
|
Xtrackers MSCI China A Inclusion
Equity ETF
|
ASHX
|
NYSE Arca, Inc.
|
Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF
|
ASHS
|
NYSE Arca, Inc.
|
Xtrackers MSCI All China Equity
ETF
|
CN
|
NYSE Arca, Inc.
|
Book
Entry
Shares
of a fund are held in book-entry form, which means that no stock certificates are issued. The Depository Trust Company (“DTC”)
or its nominee is the record owner of all outstanding shares of a fund and is recognized as the owner of all shares for all purposes.
Investors
owning shares of a fund are beneficial owners as shown on the records of DTC or its participants. DTC serves as the securities
depository for shares of a fund. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations
and other institutions that directly or indirectly maintain a custodial relationship with DTC. As a beneficial owner of shares,
you are not entitled to receive physical delivery of stock certificates or to have shares registered in your name, and you are
not considered a registered owner of shares. Therefore, to exercise any right as an owner of shares, you must rely upon the procedures
of DTC and its participants. These procedures are the same as those that apply to any other securities that you hold in book-entry
or “street name” form.
Share
Prices
The
trading prices of a fund’s shares in the secondary market generally differ from a fund’s daily NAV per share and are
affected by market forces such as supply and demand, economic conditions and other factors. Information regarding the intraday
value of shares of a fund, also known as the “indicative optimized portfolio value” (“IOPV”), is disseminated
every 15 seconds throughout the trading day by the national securities exchange on which a fund’s shares are listed or by
market data vendors or other information providers. The IOPV is based on the current market value of the securities and/or cash
required to be deposited in exchange for a Creation Unit. The IOPV does not necessarily reflect the precise composition of the
current portfolio of securities held by a fund at a particular point in time nor the best possible valuation of the current portfolio.
Therefore, the IOPV should not be viewed as a “real-time” update of the NAV, which is computed only once a day. The
IOPV is generally determined by using both current market quotations and/or price quotations obtained from broker-dealers that
may trade in the portfolio securities held by a fund. The quotations of certain fund holdings
may
not be updated during US trading hours if such holdings do not trade in the US. Each fund is not involved in, or responsible for,
the calculation or dissemination of the IOPV and makes no representation or warranty as to its accuracy.
Determination
of Net Asset Value
The
NAV of each fund is generally determined once daily Monday through Friday as of the regularly scheduled close of business of the
New York Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern time) on each day that the NYSE is open for trading.
NAV is calculated by deducting all of the fund’s liabilities from the total value of its assets and dividing the result
by the number of shares outstanding, rounding to the nearest cent. All valuations are subject to review by the Trust’s Board
or its delegate. In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations
are available are valued at market value.
The
value of each fund’s portfolio securities is based on the securities’ closing price on local markets when available.
In determining NAV, expenses are accrued and applied daily and securities and other assets for which market quotations are available
are valued at market value. Equity investments are valued at market value, which is generally determined using the last reported
official closing or last trading price on the exchange or market on which the security is primarily traded at the time of valuation.
Debt securities’ values are based on price quotations or other equivalent indications of value provided by a third-party
pricing service. Any such third-party pricing service may use a variety of methodologies to value some or all of a fund’s
debt securities to determine the market price. For example, the prices of securities with characteristics similar to those held
by a fund may be used to assist with the pricing process. In addition, the pricing service may use proprietary pricing models.
In certain cases, some of a fund’s debt securities may be valued at the mean between the last available bid and ask prices
for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality, and type.
Short-term securities for which market quotations are not readily available are valued at amortized cost, which approximates market
value. Money market securities maturing in 60 days or less will be valued at amortized cost. The approximate value of shares of
the applicable fund, an amount representing on a per share basis the sum of the current value of the deposit securities based
on their then current market price and the estimated cash component will be disseminated every 15 seconds throughout the trading
day through the facilities of the Consolidated Tape Association. Foreign currency exchange rates with respect to each fund’s
non-U.S. securities are generally determined as of 4:00 p.m., London time. As the respective international local markets close,
the market value of the portfolio securities will continue to be updated for foreign exchange rates for the remainder of the U.S.
trading day at the prescribed 15
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second
intervals. Generally, trading in non-U.S. securities, U.S. government securities, money market instruments and certain fixed-income
securities is substantially completed each day at various times prior to the close of business on the NYSE. The values of such
securities used in computing the NAV of each fund are determined as of such earlier times. The value of each Underlying Index
will not be calculated and disseminated intra-day. The value and return of each Underlying Index is calculated once each trading
day by the Index Provider based on prices received from the respective international local markets. In addition, the value of
assets or liabilities denominated in non-U.S. currencies will be converted into U.S. dollars using prevailing market rates on
the date of the valuation as quoted by one or more data service providers. Use of a rate different from the rate used by the Index
Provider may adversely affect a fund’s ability to track its Underlying Index.
If
a security’s market price is not readily available or does not otherwise accurately reflect the fair value of the security,
the security will be valued by another method that the Adviser believes will better reflect fair value in accordance with the
Trust’s valuation policies and procedures approved by the Board. Each fund may use fair value pricing in a variety of circumstances,
including but not limited to, situations when the value of a security in a fund’s portfolio has been materially affected
by events occurring after the close of the market on which the security is principally traded (such as a corporate action or other
news that may materially affect the price of a security) or trading in a security has been suspended or halted. Fair value pricing
involves subjective judgments and it is possible that a fair value determination for a security is materially different from the
value that could be realized upon the sale of the security. In addition, fair value pricing could result in a difference between
the prices used to calculate a fund’s NAV and the prices used by the fund’s Underlying Index. This may adversely affect
a fund’s ability to track its Underlying Index. With respect to securities that are primarily listed on foreign exchanges,
the value of a fund’s portfolio securities may change on days when you will not be able to purchase or sell your shares.
Creations
and Redemptions
Prior
to trading in the secondary market, shares of the funds are “created” at NAV by market makers, large investors and
institutions only in block-size Creation Units of 50,000 shares or multiples thereof (“Creation Units”). The size
of a Creation Unit will be subject to change. Each “creator” or AP (which must be a DTC participant) enters into an
authorized participant agreement (“Authorized Participant Agreement”) with the fund’s distributor, ALPS Distributors,
Inc. (the “Distributor”), subject to acceptance by the Transfer Agent. Only an AP may create or redeem Creation Units.
With respect to Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF and Xtrackers
MSCI China A
Inclusion
Equity ETF, Creation Units generally are issued and redeemed in exchange for a specified amount of cash totaling the NAV of the
Creation Units. With respect to Xtrackers MSCI All China Equity ETF, Creation Units are principally issued and redeemed in exchange
for a specific basket of securities approximating the holdings of the applicable fund and a designated amount of cash. Creation
Units may also be issued and redeemed in exchange for a specified amount of cash totaling the NAV of the Creation Units. Except
when aggregated in Creation Units, shares are not redeemable by the fund. The prices at which creations and redemptions occur
are based on the next calculation of NAV after an order is received in a form described in the Authorized Participant Agreement.
Additional
information about the procedures regarding creation and redemption of Creation Units (including the cut-off times for receipt
of creation and redemption orders) is included in the SAI.
Each
fund intends to comply with the US federal securities laws in accepting securities for deposits and satisfying redemptions with
redemption securities, including that the securities accepted for deposits and the securities used to satisfy redemption requests
will be sold in transactions that would be exempt from registration under the Securities Act of 1933, as amended (“1933
Act”). Further, an AP that is not a “qualified institutional buyer,” as such term is defined under Rule 144A
under the 1933 Act, will not be able to receive fund securities that are restricted securities eligible for resale under Rule
144A.
Dividends
and Distributions
General
Policies. Dividends from net investment income, if any, are generally declared and paid at least
annually by each fund. Distributions of net realized capital gains, if any, generally are declared and paid once a year, but the
Trust may make distributions on a more frequent basis for a fund. The Trust reserves the right to declare special distributions
if, in its reasonable discretion, such action is necessary or advisable to preserve its status as a regulated investment company
or to avoid imposition of income or excise taxes on undistributed income or realized gains.
Dividends
and other distributions on shares of a fund are distributed on a pro rata basis to beneficial owners of such shares. Dividend
payments are made through DTC participants and indirect participants to beneficial owners then of record with proceeds received
from a fund.
Dividend
Reinvestment Service. No dividend reinvestment service is provided by the Trust. Broker-dealers
may make available the DTC book-entry Dividend Reinvestment Service for use by beneficial owners of a fund for reinvestment of
their dividend distributions. Beneficial owners should contact their broker to determine the availability and costs of the service
and the details of participation therein. Brokers may require beneficial owners to adhere to specific procedures and timetables.
If this service is
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available
and used, dividend distributions of both income and realized gains will be automatically reinvested in additional whole shares
of a fund purchased in the secondary market.
Taxes
As
with any investment, you should consider how your investment in shares of a fund will be taxed. The tax information in this Prospectus
is provided as general information. You should consult your own tax professional about the tax consequences of an investment in
shares of a fund.
Unless
your investment in fund shares is made through a tax-exempt entity or tax-deferred retirement account, such as an IRA, you need
to be aware of the possible tax consequences when a fund makes distributions or you sell fund shares.
Taxes
on Distributions
Distributions
from a fund’s net investment income (other than qualified dividend income), including distributions of income from securities
lending and distributions out of the fund’s net short-term capital gains, if any, are taxable to you as ordinary income.
Distributions by a fund of net long-term capital gains in excess of net short-term capital losses (capital gain dividends) are
taxable to non-corporate shareholders as long-term capital gains, which are subject to reduced maximum tax rates, regardless of
how long the shareholders have held the fund’s shares. Distributions by a fund that qualify as qualified dividend income
are taxable to non-corporate shareholders at long-term capital gain rates. The maximum individual rate applicable to “qualified
dividend income” and long-term capital gains is generally either 15% or 20%, depending on whether the individual’s
income exceeds certain threshold amounts.
If
certain holding period requirements are met, qualified dividend income received by a fund may be eligible to be treated as qualified
dividend income when distributed to non-corporate shareholders. Generally, qualified dividend income includes dividend income
from taxable US corporations and qualified non-US corporations, provided that the fund satisfies certain holding period requirements
in respect of the stock of such corporations and has not hedged its position in the stock in certain ways. For this purpose, a
qualified non-US corporation means any non-US corporation that is eligible for benefits under a comprehensive income tax treaty
with the United States which includes an exchange of information program or if the stock with respect to which the dividend was
paid is readily tradable on an established United States security market. The PRC has such a treaty with the US Dividends from
PFICs are not qualified dividend income.
In
general, your distributions are subject to US federal income tax for the year when they are paid. Certain distributions paid in
January, however, may be treated as paid on December 31 of the prior year.
Distributions
in excess of a fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a return
of capital to the extent of the shareholder’s basis in his or her shares of the fund, and generally as a capital gain thereafter.
A return of capital distribution generally will not be taxable but will reduce the shareholder’s cost basis and result in
a higher capital gain or lower capital loss when those shares on which the distribution was received are sold.
If
you are neither a resident nor a citizen of the United States or if you are a non-US entity, a fund’s ordinary income dividends
(which include distributions of net short- term capital gains) will generally be subject to a 30% US withholding tax, unless a
lower treaty rate applies, provided that withholding tax will generally not apply to any gain or income realized by a non-US shareholder
in respect of any distributions of long-term capital gains or upon the sale or other disposition of shares of the fund.
As
noted above, investment income earned by a fund may be subject to non-US taxes; in particular, taxes imposed by China. If, as
is expected, more than 50% of the total assets of the fund at the close of a year consist of non-US stocks or securities, the
fund may elect, for US federal income tax purposes, to treat certain non-US income taxes (including withholding taxes) paid (or
deemed paid) by the fund as paid by its shareholders. This means that you would be considered to have received as additional gross
income (potentially subject to US withholding tax for non-US shareholders) your share of such non-US taxes, but you may, in such
case, be entitled to either a tax deduction in calculating your taxable income, or a credit in calculating your US federal income
tax. Your ability to use foreign tax credits is subject to certain generally applicable limitations as further described in the
SAI.
If you are a resident or a citizen
of the United States, by law, back-up withholding (currently at a rate of 24%) will apply to your distributions and proceeds if you have not provided a taxpayer identification number or social security number and made
other required certifications.
Taxes
when Shares are Sold
Currently,
any capital gain or loss realized upon a sale of fund shares is generally treated as a long-term gain or loss if the shares have
been held for more than one year. Any capital gain or loss realized upon a sale of fund shares held for one year or less is generally
treated as short-term gain or loss, except that any capital loss on the sale of shares held for six months or less is treated
as long-term capital loss to the extent that capital gain dividends were paid with respect to such shares.
Medicare
Tax
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from a fund and net gains from redemptions or other taxable dispositions of fund shares) of US individuals, estates and
trusts to the
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extent
that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross
income” (in the case of an estate or trust) exceeds certain threshold amounts.
The
foregoing discussion summarizes some of the consequences under current US federal tax law of an investment in a fund. It is not
a substitute for personal tax advice. You may also be subject to state and local taxation on fund distributions and sales of shares.
Consult your personal tax advisor about the potential tax consequences of an investment in shares of a fund under all applicable
tax laws.
Authorized
Participants and the Continuous Offering of Shares
Because
new shares may be created and issued on an ongoing basis, at any point during the life of a fund a “distribution,”
as such term is used in the 1933 Act, may be occurring. Broker-dealers and other persons are cautioned that some activities on
their part may, depending on the circumstances, result in their being deemed participants in a distribution in a manner that could
render them statutory underwriters and subject to the prospectus delivery and liability provisions of the 1933 Act. Any determination
of whether one is an underwriter must take into account all the relevant facts and circumstances of each particular case.
Broker-dealers should also note
that dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary transactions), and thus dealing with shares that are part of an “unsold
allotment” within the meaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus delivery exemption provided by Section 4(3) of the 1933 Act. For delivery of prospectuses to
exchange members, the prospectus delivery mechanism of Rule 153 under the 1933 Act is available only with respect to transactions on a national securities exchange.
Certain
affiliates of a fund and the Advisor may purchase and resell fund shares pursuant to this prospectus.
Transaction
Fees
APs
are charged standard creation and redemption transaction fees to offset transfer and other transaction costs associated with the
issuance and redemption of Creation Units. Purchasers and redeemers of Creation Units for cash are required to pay an additional
variable charge (up to a maximum of 2% for redemptions, including the standard redemption fee) to compensate for brokerage and
market impact expenses. The standard creation and redemption transaction fee for each fund is set forth in the table below. The
maximum redemption fee, as a percentage of the amount redeemed, is 2%.
Fund Name
|
Fee Paid
|
Xtrackers Harvest CSI 300 China
A-Shares ETF
|
$4,200
|
Xtrackers MSCI China A Inclusion
Equity ETF
|
$3,200
|
Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF
|
$4,750
|
Xtrackers MSCI All China Equity
ETF
|
$2,800
|
Distribution
The
Distributor distributes Creation Units for each fund on an agency basis. The Distributor does not maintain a secondary market
in shares of a fund. The Distributor has no role in determining the policies of a fund or the securities that are purchased or
sold by a fund. The Distributor’s principal address is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
The
Advisor and/or its affiliates may pay additional compensation, out of their own assets and not as an additional charge to a fund,
to selected affiliated and unaffiliated brokers, dealers, participating insurance companies or other financial intermediaries
(“financial representatives”) in connection with the sale and/or distribution of fund shares or the retention and/or
servicing of fund investors and fund shares (“revenue sharing”). For example, the Advisor and/or its affiliates may
compensate financial representatives for providing a fund with “shelf space” or access to a third party platform or
fund offering list or other marketing programs, including, without limitation, inclusion of a fund on preferred or recommended
sales lists, fund “supermarket” platforms and other formal sales programs; granting the Advisor and/ or its affiliates
access to the financial representative’s sales force; granting the Advisor and/or its affiliates access to the financial
representative’s conferences and meetings; assistance in training and educating the financial representative’s personnel;
and obtaining other forms of marketing support.
The
level of revenue sharing payments made to financial representatives may be a fixed fee or based upon one or more of the following
factors: gross sales, current assets and/or number of accounts of a fund attributable to the financial representative, the particular
fund or fund type or other measures as agreed to by the Advisor and/or its affiliates and the financial representatives or any
combination thereof. The amount of these revenue sharing payments is determined at the discretion of the Advisor and/or its affiliates
from time to time, may be substantial, and may be different for different financial representatives based on, for example, the
nature of the services provided by the financial representative.
Receipt
of, or the prospect of receiving, additional compensation may influence your financial representative’s recommendation of
a fund. You should review your financial representative’s compensation disclosure and/or talk to your financial representative
to obtain more information
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on
how this compensation may have influenced your financial representative’s recommendation of the fund. Additional information
regarding these revenue sharing payments is included in a fund’s Statement of Additional Information, which is available
to you on request at no charge (see the back cover of this Prospectus for more information on how to request a copy of the Statement
of Additional Information).
It
is possible that broker-dealers that execute portfolio transactions for a fund will include firms that also sell shares of a fund
to their customers. However, the Advisor will not consider the sale of fund shares as a factor in the selection of broker-dealers
to execute portfolio transactions for a fund. Accordingly, the Advisor has implemented policies and procedures reasonably designed
to prevent its traders from considering sales of fund shares as a factor in the selection of broker-dealers to execute portfolio
transactions for a fund. In addition, the Advisor and/or its affiliates will not use fund brokerage to pay for their obligation
to provide additional compensation to financial representatives as described above.
Premium/Discount
Information
Information
regarding how often shares of each fund traded on NYSE Arca at a price above (i.e., at a premium) or below (i.e., at a discount)
the NAV of each fund during the past calendar year can be found at www.Xtrackers.com.
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Financial
Highlights
The
financial highlights are designed to help you understand recent financial performance. The figures in the first part of each table
are for a single share. The total return figures represent the percentage that an investor in a fund would have earned (or lost),
assuming all dividends and distributions were reinvested. This information has been audited by Ernst & Young LLP, independent
registered public accounting firm, whose report, along with each fund’s financial statements, is included in each fund’s
Annual Report (see “For More Information” on the back cover).
Xtrackers
Harvest CSI 300 China A-Shares ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$29.56
|
$25.84
|
$23.74
|
$49.93
|
$21.98
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.22
|
0.25
|
0.30
|
0.43
|
0.09
|
Net realized and unrealized gain
(loss)
|
(3.22)
|
3.73
|
1.97
|
(18.19)
|
27.96
|
Total from investment operations
|
(3.00)
|
3.98
|
2.27
|
(17.76)
|
28.05
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
—
|
(0.26)
|
(0.17)
|
(0.33)
|
(0.10)
|
Net realized gains
|
(0.29)
|
—
|
—
|
(8.10)
|
—
|
Total distributions
|
(0.29)
|
(0.26)
|
(0.17)
|
(8.43)
|
(0.10)
|
Net Asset Value, end of year
|
$26.27
|
$29.56
|
$25.84
|
$23.74
|
$49.93
|
Total Return (%)
|
(10.02)
|
15.38
|
9.62
|
(38.10)
|
127.82
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
1,449
|
686
|
367
|
326
|
1,410
|
Ratio of expenses (%)
|
0.65
|
0.66
|
0.67
|
0.80
|
0.80
|
Ratio of net investment income
(loss) (%)
|
0.87
|
0.82
|
1.24
|
1.27
|
0.26
|
Portfolio turnover rate (%)b
|
81
|
65
|
68
|
159
|
58
|
a
|
Based on average shares outstanding during the period.
|
b
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
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Financial Highlights
|
Xtrackers
MSCI China A Inclusion Equity ETF
|
Years Ended May 31,
|
Period Ended
|
|
2019
|
2018
|
2017
|
5/31/2016e
|
Selected Per Share
Data
|
Net Asset Value, beginning of
period
|
$20.80
|
$19.53
|
$21.86
|
$25.00
|
Income (loss) from investment operations:
|
|
|
|
|
Net investment income (loss)a
|
0.15
|
0.52
|
0.29
|
0.40
|
Net realized and unrealized gain
(loss)
|
(2.03)
|
1.30
|
1.05
|
(2.80)
|
Total from investment operations
|
(1.88)
|
1.82
|
1.34
|
(2.40)
|
Less distributions from:
|
|
|
|
|
Net investment income
|
(0.17)
|
(0.55)
|
(2.82)
|
(0.74)
|
Net realized gains
|
—
|
—
|
(0.85)
|
—
|
Total distributions
|
(0.17)
|
(0.55)
|
(3.67)
|
(0.74)
|
Net Asset Value, end of period
|
$18.75
|
$20.80
|
$19.53
|
$21.86
|
Total Return (%)b
|
(8.91)
|
9.12
|
6.42f
|
(10.01)**
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of period ($
millions)
|
83
|
2
|
3
|
2
|
Ratio of expenses before fee
waiver (%)c
|
0.60
|
0.70
|
0.72
|
1.25***
|
Ratio of expenses after fee waiver
(%)c
|
0.60
|
0.05
|
0.05
|
0.45***
|
Ratio of net investment income
(loss) (%)
|
0.75
|
2.38
|
1.41
|
2.92*
|
Portfolio turnover rate (%)d
|
180
|
3
|
6
|
4**
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
c
|
The
Fund invests in other ETFs and indirectly bears its proportionate shares of fees and expenses incurred by the Underlying
Funds in which the Fund is invested. This ratio does not included these indirect fees and expenses.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
e
|
For
the period October 20, 2015 (commencement of operations) through May 31, 2016.
|
f
|
The
Fund’s total return includes a reimbursement by the Advisor for a realized loss on a trade executed incorrectly, which
otherwise would have reduced total return by 0.41%.
|
***
|
Annualized. Includes excise tax expense that is not annualized.
|
Prospectus October 1, 2019
|
117
|
Financial Highlights
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$32.53
|
$31.36
|
$33.00
|
$65.42
|
$25.70
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.20
|
0.04
|
(0.03)
|
(0.05)
|
(0.12)
|
Net realized and unrealized gain
(loss)
|
(6.80)
|
1.13
|
(1.61)
|
(28.91)
|
40.05
|
Total from investment operations
|
(6.60)
|
1.17
|
(1.64)
|
(28.96)
|
39.93
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
—
|
—
|
—
|
(0.17)
|
(0.04)
|
Net realized gains
|
—
|
—
|
—
|
(3.29)
|
(0.17)
|
Total distributions
|
—
|
—
|
—
|
(3.46)
|
(0.21)
|
Net Asset Value, end of year
|
$25.93
|
$32.53
|
$31.36
|
$33.00
|
$65.42
|
Total Return (%)
|
(20.29)
|
3.73
|
(4.97)
|
(45.37)
|
155.99
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
74
|
24
|
20
|
21
|
82
|
Ratio of expenses (%)
|
0.65
|
0.65
|
0.67
|
0.80
|
0.80
|
Ratio of net investment income
(loss) (%)
|
0.74
|
0.10
|
(0.09)
|
(0.11)
|
(0.30)
|
Portfolio turnover rate (%)b
|
16
|
29
|
51
|
215
|
131
|
a
|
Based on average shares outstanding during the period.
|
b
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Xtrackers
MSCI All China Equity ETF
|
Years Ended May 31,
|
|
2019
|
2018
|
2017
|
2016
|
2015
|
Selected Per Share
Data
|
Net Asset Value, beginning of
year
|
$37.78
|
$30.54
|
$28.36
|
$46.01
|
$25.51
|
Income (loss) from investment operations:
|
|
|
|
|
|
Net investment income (loss)a
|
0.36
|
0.79
|
0.91
|
2.15
|
0.32
|
Net realized and unrealized gain
(loss)
|
(6.42)
|
6.75
|
4.26
|
(15.46)
|
20.58
|
Total from investment operations
|
(6.06)
|
7.54
|
5.17
|
(13.31)
|
20.90
|
Less distributions from:
|
|
|
|
|
|
Net investment income
|
(0.59)
|
(0.30)
|
(2.99)
|
(4.34)
|
(0.35)
|
Net realized gains
|
—
|
—
|
—
|
—
|
(0.05)
|
Total distributions
|
(0.59)
|
(0.30)
|
(2.99)
|
(4.34)
|
(0.40)
|
Net Asset Value, end of year
|
$31.13
|
$37.78
|
$30.54
|
$28.36
|
$46.01
|
Total Return (%)b
|
(15.89)
|
24.71
|
20.03
|
(29.80)
|
82.48
|
Ratios to Average Net
Assets and Supplemental Data
|
Net Assets, end of year ($ millions)
|
227
|
36
|
5
|
7
|
18
|
Ratio of expenses before fee
waiver (%)c
|
0.50
|
0.60
|
0.60
|
0.60
|
0.60
|
Ratio of expenses after fee waiver
(%)c
|
0.28
|
0.36
|
0.35
|
0.26
|
0.26
|
Ratio of net investment income
(loss) (%)
|
1.07
|
2.10
|
3.10
|
6.46
|
0.94
|
Portfolio turnover rate (%)d
|
102
|
3
|
7
|
36
|
20
|
a
|
Based on average shares outstanding during the period.
|
b
|
Total Return would have been lower if certain expenses had not been reimbursed by the Advisor.
|
c
|
The
Fund invests in other ETFs and indirectly bears its proportionate shares of fees and expenses incurred by the Underlying
Funds in which the Fund is invested. This ratio does not included these indirect fees and expenses.
|
d
|
Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions.
|
Prospectus October 1, 2019
|
118
|
Financial Highlights
|
Appendix
Index
Providers and Licenses
CSI,
a leading index provider in China, is a joint venture between the SSE and the SZSE that specializes in the creation of indices
and index-related services. CSI is not affiliated with the Trust, the Advisor, the Subadvisor, The Bank of New York Mellon, the
Distributor or any of their respective affiliates.
MSCI,
Inc. (“MSCI”) is a leading provider of global indexes and benchmark related products and services to investors worldwide.
MSCI is not affiliated with the Trust, the Advisor, The Bank of New York Mellon, the Distributor or any of their respective affiliates.
The
Advisor has entered into a license agreement with CSI and MSCI to use each Underlying Index. The Advisor has also entered into
a license agreement with a broker-dealer for the use of certain customized analytical data. All license fees are paid by the Adviser
out of its own resources and not the assets of the Fund.
Disclaimers
Shares
of the funds are not sponsored, endorsed or promoted by NYSE Arca. NYSE Arca makes no representation or warranty, express or implied,
to the owners of the shares of the funds or any member of the public regarding the ability of the funds to track the total return
performance of the Underlying Index or the ability of the Underlying Index to track stock market performance. NYSE Arca is not
responsible for, nor has it participated in, the determination of the compilation or the calculation of the Underlying Index,
nor in the determination of the timing of, prices of, or quantities of shares of the funds to be issued, nor in the determination
or calculation of the equation by which the shares are redeemable. NYSE Arca has no obligation or liability to owners of the shares
of the funds in connection with the administration, marketing or trading of the shares of the funds.
NYSE
Arca does not guarantee the accuracy and/or the completeness of the Underlying Index or any data included therein. NYSE Arca makes
no warranty, express or implied, as to results to be obtained by the Trust on behalf of the funds as licensee, licensee’s
customers and counterparties, owners of the shares of the funds, or any other person or entity from the use of the subject index
or any data included therein in connection with the rights licensed as described herein or for any other use. NYSE Arca makes
no express or implied warranties and hereby expressly disclaims all warranties of merchantability or fitness for a particular
purpose with respect to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event
shall NYSE Arca have any liability for any direct, indirect, special, punitive, consequential or any other damages (including
lost profits) even if notified of the possibility of such damages.
The
Advisor does not guarantee the accuracy or the completeness of the Underlying Index or any data included therein and the Advisor
shall have no liability for any errors, omissions or interruptions therein.
The
Advisor makes no warranty, express or implied, to the owners of shares of the funds or to any other person or entity, as to results
to be obtained by the funds from the use of the Underlying Index or any data included therein. The Advisor makes no express or
implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect
to the Underlying Index or any data included therein. Without limiting any of the foregoing, in no event shall the Advisor have
any liability for any special, punitive, direct, indirect or consequential damages (including lost profits), even if notified
of the possibility of such damages.
Shares
of the funds are not sponsored, endorsed, sold or promoted by CSI or any affiliate of CSI and CSI bears no liability with respect
to the funds or any security. The Underlying Index of Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500
China A-Shares Small Cap ETF is compiled and calculated by CSI. CSI will apply all necessary means to ensure the accuracy of the
Underlying Index. However, none of CSI, the SSE nor the SZSE shall be liable (whether in negligence or otherwise) to any person
for any error in the Underlying Index and none of CSI, the SSE nor the SZSE shall be under any obligation to advise any person
of any error therein. All rights in Underlying Index vests in CSI. Neither the publication of the Underlying Index by CSI nor
the granting of a license regarding the Underlying Index as well
Prospectus October 1, 2019
|
119
|
Appendix
|
as
the Index Trademark for the utilization in connection with the funds, which derived from the Underlying Indexes, represents a
recommendation by CSI for a capital investment or contains in any manner a warranty or opinion by CSI with respect to the attractiveness
on an investment in the funds.
XTRACKERS
MSCI ALL CHINA EQUITY ETF AND XTRACKERS MSCI CHINA A INCLUSION EQUITY ETF ARE NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MSCI
INC. (“MSCI”), ANY OF ITS AFFILIATES, ANY OF ITS INFORMATION PROVIDERS OR ANY OTHER THIRD PARTY INVOLVED IN, OR RELATED
TO, COMPILING, COMPUTING OR CREATING ANY MSCI INDEX (COLLECTIVELY, THE “MSCI PARTIES”). THE MSCI INDEXES ARE THE EXCLUSIVE
PROPERTY OF MSCI. MSCI AND THE MSCI INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR
CERTAIN PURPOSES BY THE ADVISER. NONE OF THE MSCI PARTIES MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE ISSUER
OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY REGARDING THE ADVISABILITY OF INVESTING IN FUNDS GENERALLY OR IN A FUND PARTICULARLY
OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF
CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI
WITHOUT REGARD TO THE FUNDS OR THE ISSUER OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY. NONE OF THE MSCI PARTIES HAS ANY
OBLIGATION TO TAKE THE NEEDS OF THE ISSUER OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY INTO CONSIDERATION IN DETERMINING,
COMPOSING OR CALCULATING THE MSCI INDEXES. NONE OF THE MSCI PARTIES IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION
OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THE FUNDS TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY
OR THE CONSIDERATION INTO WHICH THE FUNDS ARE REDEEMABLE. FURTHER, NONE OF THE MSCI PARTIES HAS ANY OBLIGATION OR LIABILITY TO
THE ISSUER OR OWNERS OF THE FUNDS OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF
THE FUNDS.
ALTHOUGH
MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES THAT MSCI CONSIDERS
RELIABLE, NONE OF THE MSCI PARTIES WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX
OR ANY DATA INCLUDED THEREIN. NONE OF THE MSCI PARTIES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY
THE ISSUER OF THE FUNDS, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF THE MSCI PARTIES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH
ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NONE OF THE MSCI PARTIES MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY
KIND, AND THE MSCI PARTIES HEREBY EXPRESSLY DISCLAIM ALLWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO EACH MSCI INDEX AND ANY DATA INCLUDED THEREIN.WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL ANY OF THE MSCI
PARTIES HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS)
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
NO
PURCHASER, SELLER OR HOLDER OF THIS SECURITY, PRODUCT OR FUND, OR ANY OTHER PERSON OR ENTITY, SHOULD USE OR REFER TO ANY MSCI
TRADE NAME, TRADEMARK OR SERVICE MARK TO SPONSOR, ENDORSE, MARKET OR PROMOTE THIS SECURITY WITHOUT FIRST CONTACTING MSCI TO DETERMINE
WHETHER MSCI’S PERMISSION IS REQUIRED. UNDER NO CIRCUMSTANCES MAY ANY PERSON OR ENTITY CLAIM ANY AFFILIATION WITH MSCI WITHOUT
THE PRIOR WRITTEN PERMISSION OF MSCI.
Prospectus October 1, 2019
|
120
|
Appendix
|
FOR
MORE INFORMATION:
1-855-329-3837
(1-855-DBX-ETFS)
Copies
of the prospectus, SAI and recent shareholder reports, when available, can be found on our website at www.Xtrackers.com. For more
information about a fund, you may request a copy of the SAI. The SAI provides detailed information about a fund and is incorporated
by reference into this prospectus. This means that the SAI, for legal purposes, is a part of this prospectus.
If
you have any questions about the Trust or shares of a fund or you wish to obtain the SAI or shareholder report free of charge,
please:
Call:
|
1-855-329-3837 or 1-855-DBX-ETFS
(toll free) Monday through Friday
8:30 a.m. to 6:30 p.m. (Eastern time)
E-mail: dbxquestions@list.db.com
|
Write:
|
DBX ETF Trust
c/o ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
|
Information
about a fund (including the SAI), reports and other information about a fund are available on the EDGAR Database on the SEC’s
website at www.sec.gov, and
copies
of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov.
Householding
is an option available to certain fund investors. Householding is a method of delivery, based on the preference of the individual
investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even
if their accounts are registered under different names. Please contact your broker-dealer if you are interested in enrolling in
householding and receiving a single copy of prospectuses and other shareholder documents, or if you are currently enrolled in
householding and wish to change your householding status.
No
person is authorized to give any information or to make any representations about a fund and their shares not contained in this
prospectus and you should not rely on any other information. Read and keep the prospectus for future reference.
Investment Company Act File No.:
811-22487
Statement
of Additional Information
October
1, 2019
DBX
ETF TRUST
Xtrackers International Real Estate ETF
|
NYSE Arca, Inc.: HAUZ
|
This
Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the prospectus
for the fund dated October 1, 2019, as supplemented, a copy of which may be obtained without charge by calling 1-855-329-3837
(1-855-DBX-ETFS); by visiting www.Xtrackers.com (the Web site does not form a part of this SAI); or by writing to the Trust’s
distributor, ALPS Distributors, Inc. (the “Distributor”), 1290 Broadway, Suite 1100, Denver, Colorado 80203. This
SAI is incorporated by reference into the prospectus.
Portions
of the Annual Report to Shareholders of the fund are incorporated herein by reference, and are hereby deemed to be part of this
SAI. Reports to Shareholders may also be obtained without charge by calling the number provided in the preceding paragraph.
This
SAI is divided into two Parts—Part I and Part II. Part I contains information that is specific to the fund, while Part II
contains information that generally applies to each of the funds in the Xtrackers funds.
Statement
of Additional Information (SAI)—Part I
|
Page
|
|
I-1
|
|
I-1
|
|
I-2
|
|
I-2
|
|
I-2
|
|
I-2
|
|
I-3
|
|
I-4
|
|
I-4
|
|
I-5
|
|
I-6
|
|
I-8
|
|
I-10
|
|
I-11
|
|
I-13
|
|
I-14
|
|
I-15
|
|
I-16
|
|
I-17
|
Part II
|
II-1
|
Detailed Part II table of contents precedes page II-1
|
|
Definitions
“1933
Act” – the Securities Act of 1933, as amended
“1934
Act” – the Securities Exchange Act of 1934, as amended
“1940
Act” – the Investment Company Act of 1940, as amended
“Administrator”
or “Custodian” or “Transfer Agent” or “BNYM” – The Bank of New York Mellon, 240 Greenwich
Street, New York, New York 10286
“Advisor”
or “DBX” – DBX Advisors LLC, 345 Park Avenue, New York, New York 10154
“ALPS”
or “Distributor” – ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203
“Board”
– Board of Trustees of the Trust
“Board
Members” – Members of the Board of Trustees of the Trust
“Business
Day” – any day on which the Exchange on which the fund is listed for trading is open for business
“Cash
Component” – deposit of a specified cash payment
“Creation
Units” – shares that have been aggregated into blocks
“Code”
– the Internal Revenue Code of 1986, as amended
“DTC”
– Depository Trust Company
“DWS”
– refers to the asset management activities conducted by DWS Group GmbH & Co. KGaA or any of its subsidiaries, including
the Advisor and other affiliated investment advisors
“ETF”
– exchange-traded fund
“Exchange”
– NYSE Arca, Inc.
“Fitch”
– Fitch Ratings, an NRSRO
“Fund
Legal Counsel” – Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036
“fund”
or “series” – Xtrackers International Real Estate ETF
“Independent
Board Members”– Board Members who are not interested persons (as defined in the 1940 Act) of the fund, the investment
advisor or the distributor
“Independent
Registered Public Accounting Firm” – Ernst & Young LLP, 5 Times Square, New York, New York 10036
“Independent
Trustee Legal Counsel” – K&L Gates LLP, 1601 K Street, NW, Washington, DC 20006
“IOPV”
– Indicative Optimized Portfolio Value
“Moody’s”
– Moody’s Investors Service, Inc., an NRSRO
“NRSRO”
– a nationally recognized statistical rating organization
“S&P”
– S& P Global Ratings, an NRSRO
“SEC”
– the Securities and Exchange Commission
“Shares”
– shares of beneficial interest registered under the 1933 Act
“Trust”
– DBX ETF Trust
“Underlying
Index” – a specified benchmark index
“Unitary
Advisory Fee” – fee payable to the Advisor for its services under the Investment Advisory Agreement with the fund
and the Advisor’s commitment to pay substantially all expenses of the fund, including the cost of transfer agency, custody,
fund administration, compensation paid to the Independent Board Members, legal, audit and other services, except for the fee payments
to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund fees and expenses, taxes, brokerage expenses,
distribution fees or expenses (if any), litigation expenses and other extraordinary expenses
“funds”
– the US registered investment companies advised by DBX
Fund
Organization
DBX
ETF Trust was organized as a Delaware statutory trust on October 7, 2010 and is authorized to have multiple series or portfolios.
The Trust is an open-end management investment company registered with the SEC under the 1940 Act.
Effective
August 11, 2014, the Board of Trustees approved changes to the name of the fund. db X-trackers MSCI Asia Pacific ex Japan Hedged
Equity Fund was renamed Deutsche X-trackers MSCI Asia Pacific ex Japan Hedged Equity ETF. Effective October 2, 2017, the Board
of Trustees approved changes to the name of the fund. Deutsche X-trackers MSCI Asia Pacific ex Japan Hedged Equity ETF was renamed
Xtrackers MSCI Asia Pacific ex Japan Hedged Equity ETF. Effective February 22, 2019, Xtrackers MSCI Asia Pacific ex Japan Hedged
Equity ETF was renamed Xtrackers International Real Estate ETF.
Management
of the Fund
Board
Members and Officers’ Identification and Background
The
identification and background of the Board Members and officers are set forth in Part II—Appendix II-A.
Board
Committees and Compensation
Compensation
paid to the Independent Board Members, for certain specified periods is set forth in Part I— Appendix I-C. Information
regarding the committees of the Board is set forth in Part I—Appendix I-B.
Board
Member Share Ownership and Control Persons
Information
concerning the ownership of fund shares by Board Members and officers, as a group, as well as the dollar range value of each Board
Member’s share ownership in the fund and, on an aggregate basis, in all Xtrackers funds overseen by them, by investors who
control the fund, if any, and by investors who own 5% or more of fund shares, if any, is set forth in Part I— Appendix
I-A.
Portfolio
Management
Information
regarding the fund’s portfolio managers, including other accounts managed, compensation, ownership of fund shares and possible
conflicts of interest, is set forth in Part I—Appendix I-D and Part II – Appendix II-B.
Service
Provider Compensation
Compensation
paid by the fund for investment advisory services and other expenses through the Unitary Advisory Fee is set forth in Part
I—Appendix I-E. The service provider compensation is not applicable to new funds that have not completed a fiscal reporting
period. Fee rates are included in Part II – Appendix II-C.
Portfolio
Transactions, Brokerage Commissions and Securities Lending Activities
Portfolio
Turnover
The
portfolio turnover rates for the two most recent fiscal years are set forth in Part I—Appendix I-F. This section
does not apply to new funds that have not completed a fiscal reporting period.
Brokerage
Commissions
Total
brokerage commissions paid by the fund for the three most recent fiscal years are set forth in Part I— Appendix I-F.
This section does not apply to new funds that have not completed a fiscal reporting period.
The
fund's policy with respect to portfolio transactions and brokerage is set forth under “Portfolio Transactions” in
Part II of this SAI.
Securities
Lending Activities
Information
regarding securities lending activities of the fund, if any, during its most recent fiscal year is set forth in Part I—Appendix
I-H.
Additional
information regarding securities lending in general is set forth under “Lending of Portfolio Securities” in Part
II of this SAI.
Investments
Investments,
Practices and Techniques, and Risks
Part
I—Appendix I-G includes a list of the investments, practices and techniques, and risks
which the fund may employ (or be subject to) in pursuing its investment objective. Part II—Appendix II-E includes
a description of these investments, practices and techniques, and risks.
Investment
Restrictions
It
is possible that certain investment practices and/or techniques may not be permissible for a fund based on its investment restrictions,
as described herein.
Diversification
Status. Xtrackers International Real Estate ETF is classified as a diversified fund.
Currently,
under the 1940 Act, for a fund to be classified as a diversified investment company, at least 75% of the value of the fund’s
total assets must be represented by cash and cash items (including receivables), government securities, securities of other investment
companies, and securities of other issuers, which for the purposes of this calculation are limited in respect of any one issuer
to an amount (valued at the time of investment) not greater in value than 5% of the fund’s total assets and to not more
than 10% of the outstanding voting securities of such issuer.
Fundamental Policies
The
following fundamental policies may not be changed without the approval of a majority of the outstanding voting securities of the
fund which, under the 1940 Act and the rules thereunder and as used in this SAI, means the lesser of (1) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of the fund are present
or represented by proxy, or (2) more than 50% of the outstanding voting securities of the fund.
As
a matter of fundamental policy, the fund may not do any of the following:
(1)
|
concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that the fund will concentrate to the extent that its underlying
index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase
agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political sub-divisions are not considered to be issued by members of any industry;
|
(2)
|
borrow money, except that (i) the fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise
require
|
|
the untimely disposition of securities; and (ii) the fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and
similar investment strategies and techniques; to the extent that it engages in transactions described in (i) and (ii), the fund will be limited so that no more than 33 1/3% of the value of its total assets (including
the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law;
|
(3)
|
issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
|
(4)
|
make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
|
(5)
|
purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this restriction shall not prevent the fund from investing in securities of companies engaged in the real
estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent the fund from trading in futures contracts and
options on futures contracts, including options on currencies to the extent consistent with the fund’s investment objectives and policies); or
|
(6)
|
engage in the business of underwriting securities issued by other persons except, to the extent that the fund may technically be deemed to be an underwriter under the 1933 Act, the
disposing of portfolio securities.
|
For purposes of the
concentration policy in investment restriction (1), municipal securities with payments of principal or interest backed by the revenue of a specific project are considered to be issued by a member of the industry which
includes such specific project.
Senior securities may include
any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits a fund from
issuing senior securities, although it provides
allowances for certain borrowings and certain other investments, such as short sales, reverse repurchase agreements, and firm commitment agreements, when such investments are “covered” or with appropriate
earmarking or segregation of assets to cover such obligations.
Under the 1940 Act, an
investment company may only make loans if expressly permitted by its investment policies.
Non-Fundamental Policies
The
Board has adopted certain additional non-fundamental policies and restrictions which are observed in the conduct of the fund’s
affairs. They differ from fundamental investment policies in that they may be changed or amended by action of the Board without
requiring prior notice to, or approval of, the shareholders.
As
a matter of non-fundamental policy, the fund may not do any of the following:
(1)
|
sell securities short, unless the fund owns or has the right to obtain securities equivalent in-kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures
contracts, options on futures contracts or other derivative instruments are not deemed to constitute selling securities short;
|
(2)
|
purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts,
options on futures contracts or other derivative instruments shall not constitute purchasing securities on margin;
|
(3)
|
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act;
|
(4)
|
invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the fund may invest in the securities of issuers that engage in these activities); and
|
(5)
|
invest in illiquid securities if, as a result of such investment, more than 15% of the fund’s net assets would be invested in illiquid securities.
|
If any percentage restriction
described above is complied with at the time of investment, a later increase or decrease in percentage resulting from any change in value or total or net assets will not constitute a violation of such restriction,
except that fundamental limitation (2) will be observed continuously in accordance with applicable law.
For
purposes of non-fundamental policy (5), an illiquid security is any investment that the fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days without the sale or disposition significantly changing the
market value of the investment.
The
fund has adopted a non-fundamental investment policy such that the fund may invest in shares of other open-end management investment
companies or unit investment trusts subject to the limitations of Section 12(d)(1) of the 1940 Act, including the rules, regulations
and exemptive orders obtained thereunder; provided, however, that if the fund has knowledge that its Shares are purchased by another
investment company investor in reliance on the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act, the
fund will not acquire any securities of other open-end management investment companies or unit investment trusts in reliance on
the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act.
Taxes
Important
information concerning the tax consequences of an investment in the fund is contained in Part II— Appendix II-F.
Independent
Registered Public Accounting Firm, Reports to Shareholders and Financial Statements
The
financial highlights of the fund included in its prospectus and financial statements incorporated by reference into this SAI have
been so included or incorporated by reference in reliance on the report of Ernst & Young LLP, 5 Times Square, New York, New
York 10036. Ernst & Young LLP is an independent registered public accounting firm. The report is given on the authority of
said firm as experts in auditing and accounting. The independent registered public accounting firm audits the financial statements
of the fund and provides other audit, tax and related services. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
The
financial statements, together with the report of the Independent Registered Public Accounting Firm, financial highlights and
notes to financial statements in the Annual Report to the Shareholders of the fund, dated May 31, 2019, are incorporated herein
by reference and are hereby deemed to be a part of this SAI.
Additional
Information
For
information on exchange, CUSIP numbers and fund fiscal year end information, see Part I—Appendix I-I.
Part
I: Appendix I-A—Board Member Share Ownership and Control Persons
Board
Member Share Ownership in the fund
The
following tables show the dollar range of equity securities beneficially owned by each current Board Member in the fund and in
Xtrackers funds as of December 31, 2018.
Dollar
Range of Beneficial Ownership(1)
Board Member
|
Xtrackers International Real
Estate ETF
|
Independent Board
Member:
|
Stephen R. Byers
|
None
|
George O. Elston
|
None
|
J. David Officer
|
None
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
Aggregate
Dollar Range of Beneficial Ownership(1)
|
Funds Overseen by
Board Member in the
Xtrackers Funds
|
Independent Board
Member:
|
Stephen R. Byers
|
$50,001 - $100,000
|
George O. Elston
|
None
|
J. David Officer
|
$10,001 - $50,000
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
|
Ownership
in Securities of the Advisor and Related Companies
As
reported to the fund, the information in the table below reflects ownership by the current Independent Board Members and their
immediate family members of certain securities as of December 31, 2018. An immediate family member can be a spouse, children residing
in the same household, including step and adoptive children, and any dependents. The securities represent ownership in the Advisor
or Distributor and any persons (other than a registered investment company) directly or indirectly controlling, controlled by,
or under common control with the Advisor (including Deutsche Bank AG and DWS Group) or the Distributor.
Independent
Board Member
|
Owner and
Relationship to
Board Member
|
Company
|
Title of
Class
|
Value of
Securities on an
Aggregate Basis
|
Percent of
Class on an
Aggregate Basis
|
Stephen R. Byers
|
|
None
|
|
|
|
George O. Elston
|
|
None
|
|
|
|
J. David Officer
|
|
None
|
|
|
|
Control
Persons and Principal Holders of Securities
As
of August 30, 2019, all Board Members and officers owned, as a group, less than 1% of the outstanding shares of the fund.
Although
the fund does not have information concerning the beneficial ownership of shares held in the names of DTC participants, the following
table identifies those DTC participants who owned of record 5% or more of the fund’s shares as of August 30, 2019:
Xtrackers
International Real Estate ETF
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423E Lincoln Drive
Phoenix, AZ 85016-1215
|
97.25%
|
Part
I: Appendix I-B—Board Committees and Meetings
Board
Leadership, Structure and Oversight Responsibilities
Board
Structure. The Board of the Xtrackers funds is responsible for oversight of the funds, including
oversight of the duties performed by the Advisor for the funds under the investment advisory agreement (the “Investment
Advisory Agreement”). The Board generally meets in regularly-scheduled meetings four times a year and may meet more often
as required.
Mr.
Byers serves as Chairman of the Board. The Board is comprised of a super-majority (75 percent) of Independent Board Members. The
Independent Board Members are advised by Independent Trustee Legal Counsel and are represented by such Independent Trustee Legal
Counsel at Board and committee meetings. The chairmen of the Audit Committee and Nominating Committee (each of which consists
solely of Independent Board Members) serve as liaisons between the Advisor and other service providers and the other Independent
Board Members. Each such chairman is an Independent Board Member.
The
Board regularly reviews its committee structure and membership and believes that its current structure is appropriate based on
the fact that the Independent Board Members constitute a super-majority of the Board, the role of the committee chairmen (who
are Independent Board Members), the assets and number of funds overseen by the Board Members, as well as the nature of each fund’s
business as an ETF, which is managed to track the performance of a specified index.
Risk
Oversight. The Xtrackers funds are subject to a number of risks, including operational, investment
and compliance risks. The Board, directly and through its committees, as part of its oversight responsibilities, oversees the
services provided by the Advisor and the Trust’s other service providers in connection with the management and operations
of the funds, as well as their associated risks. Under the oversight of the Board, the Trust, the Advisor and other service providers
have adopted policies, procedures and controls to address these risks.
The
Board, directly and through its committees, receives and reviews information from the Advisor, other service providers, the Trust’s
Independent Registered Public Accounting Firm and Independent Trustee Legal Counsel to assist it in its oversight responsibilities.
This information includes, but is not limited to, reports regarding the funds’ investments, including fund performance and
investment practices, valuation of fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed
changes to, the funds’ investment objectives, policies and restrictions, and reviews any areas of non-compliance with the
funds’ investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial
reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight,
the Board reviews the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures
of the Trust and its service providers, proposed changes to the policies and procedures and quarterly reports on any material
compliance issues that arose during the period.
Board
Committees. The Board has two standing committees, the Audit Committee and the Nominating Committee,
and has delegated certain responsibilities to those committees.
Name of Committee
|
Number of
Meetings in Last
Fiscal Year
|
Functions
|
Current Board Members
|
AUDIT COMMITTEE
|
3
|
The Audit Committee has the responsibility,
among other things, to: (i) approve the selection, retention, termination and compensation of the Trust’s Independent
Registered Public Accounting Firm; (ii) review the scope of the Independent Registered Public Accounting Firm’s audit
activity; (iii) review the audited financial statements; and (iv) review with such Independent Registered Public Accounting
Firm the adequacy and the effectiveness of the Trust’s internal controls.
|
George O. Elston (Chairman),
Stephen R. Byers and J. David Officer
|
NOMINATING COMMITTEE
|
0
|
The Nominating Committee has
the responsibility, among other things, to identify and recommend individuals for Board membership, and evaluate candidates
for Board membership. The Board will consider recommendations for Board Members from shareholders. Nominations from shareholders
should be in writing and sent to the Board, to the attention of the Chairman of the Nominating Committee, as described in
Part II SAI Appendix II-A under the caption “Shareholder Communications to the Board.”
|
J. David Officer (Chairman),
Stephen R. Byers and George O. Elston
|
Part
I: Appendix I-C—Board Member Compensation
Each
Independent Board Member receives compensation for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairman. No additional compensation is paid to any Independent Board Member for
travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association
committees, participation as speakers at directors’ conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits or health
insurance from the fund or any fund in the Xtrackers fund complex.
Board
Members who are officers, directors, employees or stockholders of DBX or its affiliates receive no direct compensation from the
fund, although they are compensated as employees of DBX, or its affiliates, and as a result may be deemed to participate in fees
paid by the fund. The following table shows, for each current Independent Board Member, the aggregate compensation from all of
the funds in the Xtrackers fund complex during calendar year 2018.
Total
Compensation from Xtrackers Fund Complex
Board Member
|
Total Compensation from the
Xtrackers Fund Complex(1)
|
Independent Board
Member:
|
Stephen R. Byers(2)
|
$169,500
|
George O. Elston(3)
|
$154,500
|
J. David Officer
|
$144,500
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 38 funds
as of December 31, 2018.
|
(2)
|
Includes $25,000 in annual retainer fees received by Mr. Byers as Chairman of the Xtrackers funds.
|
(3)
|
Includes $15,000 in annual retainer fees received by Mr. Elston as Chairman of the Audit
Committee.
|
Part
I: Appendix I-D—Portfolio Management
Fund
Ownership of Portfolio Managers
The
following table shows the dollar range of fund shares owned beneficially and of record by the portfolio management team, including
investments by their immediate family members sharing the same household and amounts invested through retirement and deferred
compensation plans. This information is provided as of the fund's most recent fiscal year end.
Xtrackers
International Real Estate ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Conflicts
of Interest
In
addition to managing the assets of the fund, a portfolio manager may have responsibility for managing other client accounts of
the Advisor or its affiliates. The tables below show, per portfolio manager, the number and asset size of: (1) SEC registered
investment companies (or series thereof) other than the fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by a portfolio manager. Total
assets attributed to a portfolio manager in the tables below include total assets of each account managed, although a portfolio
manager may only manage a portion of such account’s assets. For a fund subadvised by subadvisors unaffiliated with the Advisor,
total assets of funds managed may only include assets allocated to the portfolio manager and not the total assets of a fund managed.
The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory
fee is based on the performance of the account. This information is provided as of the fund's most recent fiscal year end.
Xtrackers
International Real Estate ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,963,028,857
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,714,271,962
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,714,271,962
|
0
|
$0
|
Xtrackers
International Real Estate ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
International Real Estate ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
In
addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings
that are similar to, or the same as, those of the fund. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio
managers and other “access persons” to invest in securities that may be recommended or traded in the fund and other
client accounts.
Part
I: Appendix I-E—Service Provider Compensation
Under
the fund’s Investment Advisory Agreement, the Advisor is responsible for substantially all expenses of the fund, including
the cost of transfer agency, custody, fund administration, compensation paid to the Independent Trustees, legal, audit and other
services, except for the fee payments to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund
fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other extraordinary
expenses.
Xtrackers
International Real Estate ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019(1)
|
$24,021
|
$1,086
|
2018
|
$22,131
|
$0
|
2017(2)
|
$25,144
|
$0
|
(1)
Effective February 22, 2019, the Advisor’s Unitary Advisory Fee
rate was reduced from 0.60% to 0.12% of the fund’s average daily net assets.
(2)
TDAM USA Inc., the fund’s Subadvisor through November 16, 2016,
received $833.
The
following waiver is in effect:
The
Advisor has contractually agreed, through September 30, 2020, to waive a portion of its Unitary Advisory Fee to the extent necessary
to prevent the operating expenses of the fund from exceeding 0.10% of the fund’s average daily net assets. This agreement
may only be terminated by the fund’s Board (and may not be terminated by the Advisor) prior to that time.
Part
I: Appendix I-F—Portfolio Transactions and Brokerage Commissions
Variations
to the fund’s portfolio turnover rate may be due to, among other things, a fluctuating volume of shareholder purchase and
redemption orders, market conditions, and/or changes in the Advisor's investment outlook. The amount of brokerage commissions
paid by the fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or
portfolio turnover.
Portfolio
Turnover Rates
Fund
|
2019
|
2018
|
Xtrackers International Real Estate
ETF
|
43%
|
24%
|
Brokerage
Commissions
|
Fiscal
Year
|
Brokerage Commissions
Paid by Fund
|
Xtrackers International Real Estate ETF
|
2019(1)
|
$3,328
|
|
2018
|
$282
|
|
2017
|
$472
|
(1)
The increase in brokerage commissions from 2018 to 2019 is principally due to a change in the fund’s Underlying Index, resulting
in higher levels of trading.
Brokerage
Commissions Paid to Affiliated Brokers
No
trades were effected for the accounts with broker dealers that are affiliated with the Advisor or Subadvisor, if applicable, as
of the end of its most recent fiscal year.
Listed
below are the regular brokers or dealers (as such term is defined in the 1940 Act) of the fund whose securities the fund held
as of the end of its most recent fiscal year and the dollar value of such securities.
Xtrackers
International Real Estate ETF
The
fund did not hold any securities of its regular brokers or dealers.
Transactions
for Research Services
No
transactions or related commissions were allocated to broker-dealer firms for research services.
Part
I: Appendix I-G—Investments, Practices and Techniques, and Risks
Below
is a list of headings related to investments, practices and techniques, and risks which are further described in Appendix II-E.
Xtrackers
International Real Estate ETF
Borrowing
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Russian
Securities
Short-Term
Instruments and Temporary Investments
Part
I: Appendix I-H—Securities Lending Activities
Pursuant
to an agreement between the fund and BNYM, BNYM is responsible for the administration and management of the fund’s securities
lending program, including the negotiation of the terms and conditions of any securities loan, ensuring that securities loans
are properly coordinated and documented with the fund’s custodian, ensuring that loaned securities are daily valued and
that the corresponding required cash collateral is delivered by the borrower(s), arranging for the investment of cash collateral
and arranging for the return of loaned securities upon the termination of the loan.
The
dollar amounts of income and fees and compensation paid to all service providers related to the fund that participated in securities
lending activities during the fiscal year ended May 31, 2019 were as follows:
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers International
Real Estate
ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$2,175
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$171
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
Administrative fees not included in revenue split
|
—
|
Indemnification fee not included in revenue split
|
—
|
Rebate (paid to borrower)
|
$1,028
|
Rebate (from borrower)
|
$1,332
|
Other fees not included in revenue split
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$132
|
Net income from securities lending
activities
|
$2,308
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Part
I: Appendix I-I—Additional Information
Fund and its Fiscal Year End
|
Exchange
|
CUSIP Number
|
Xtrackers International Real Estate ETF
|
NYSE Arca, Inc.
|
233051846
|
Fiscal Year End: 5/31
|
|
|
Statement
of Additional Information
October
1, 2019
Xtrackers MSCI Emerging Markets Hedged Equity ETF
NYSE Arca, Inc.:
DBEM
|
|
Xtrackers MSCI EAFE Hedged Equity ETF
NYSE Arca, Inc.:
DBEF
|
|
Xtrackers MSCI Germany Hedged Equity ETF
NYSE Arca, Inc.:
DBGR
|
|
Xtrackers MSCI Japan Hedged Equity ETF
NYSE Arca, Inc.:
DBJP
|
|
Xtrackers MSCI Europe Hedged Equity ETF
NYSE Arca, Inc.:
DBEU
|
|
Xtrackers MSCI All World ex US Hedged Equity ETF
NYSE Arca, Inc.:
DBAW
|
|
Xtrackers MSCI South Korea Hedged Equity ETF
NYSE Arca, Inc.:
DBKO
|
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
NYSE Arca, Inc.:
HDAW
|
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
NYSE Arca, Inc.:
HDEF
|
|
Xtrackers Eurozone Equity ETF
Cboe BZX Exchange,
Inc.: EURZ
|
|
Xtrackers MSCI Eurozone Hedged Equity ETF
NYSE Arca, Inc.:
DBEZ
|
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
NYSE Arca, Inc.:
JPN
|
|
Xtrackers MSCI Latin America Pacific Alliance ETF
NYSE Arca, Inc.:
PACA
|
|
|
|
This
combined Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the
prospectus for each fund dated October 1, 2019, as supplemented, a copy of which may be obtained without charge by calling 1-855-329-3837
(1-855-DBX-ETFS); by visiting www.Xtrackers.com (the Web site does not form a part of this SAI); or by writing to the Trust’s
distributor, ALPS Distributors, Inc. (the “Distributor”), 1290 Broadway, Suite 1100, Denver, Colorado 80203. This
SAI is incorporated by reference into the prospectus.
Portions
of the Annual Report to Shareholders of each fund are incorporated herein by reference, and are hereby deemed to be part of this
SAI. Reports to Shareholders may also be obtained without charge by calling the number provided in the preceding paragraph.
This
SAI is divided into two Parts—Part I and Part II. Part I contains information that is specific to each fund, while Part
II contains information that generally applies to each of the funds in the Xtrackers funds.
Statement
of Additional Information (SAI)—Part I
|
Page
|
|
I-1
|
|
I-1
|
|
I-2
|
|
I-2
|
|
I-3
|
|
I-3
|
|
I-3
|
|
I-5
|
|
I-5
|
|
I-5
|
|
I-6
|
|
I-13
|
|
I-15
|
|
I-16
|
|
I-29
|
|
I-32
|
|
I-36
|
|
I-39
|
|
I-41
|
Part II
|
II-1
|
Detailed Part II table of contents precedes page II-1
|
|
Definitions
“1933
Act” – the Securities Act of 1933, as amended
“1934
Act” – the Securities Exchange Act of 1934, as amended
“1940
Act” – the Investment Company Act of 1940, as amended
“Administrator”
or “Custodian” or “Transfer Agent” or “BNYM” – The Bank of New York Mellon, 240 Greenwich
Street, New York, New York 10286
“Advisor”
or “DBX” – DBX Advisors LLC, 345 Park Avenue, New York, New York 10154
“ALPS”
or “Distributor” – ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203
“Board”
– Board of Trustees of the Trust
“Board
Members” – Members of the Board of Trustees of the Trust
“Business
Day” – any day on which the Exchange on which the fund is listed for trading is open for business
“Cash
Component” – deposit of a specified cash payment
“Creation
Units” – shares that have been aggregated into blocks
“Code”
– the Internal Revenue Code of 1986, as amended
“DTC”
– Depository Trust Company
“DWS”
– refers to the asset management activities conducted by DWS Group GmbH & Co. KGaA or any of its subsidiaries, including
the Advisor and other affiliated investment advisors
“ETF”
– exchange-traded fund
“Exchange”
– Cboe BZX Exchange, Inc. or NYSE Arca, Inc. as the context may require
“Fitch”
– Fitch Ratings, an NRSRO
“Fund
Legal Counsel” – Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036
“fund”
or “series” – Xtrackers MSCI Emerging Markets Hedged Equity ETF, Xtrackers MSCI EAFE Hedged Equity ETF, Xtrackers
MSCI Germany Hedged Equity ETF, Xtrackers MSCI Japan Hedged Equity ETF, Xtrackers MSCI Europe Hedged Equity ETF, Xtrackers MSCI
All World ex US Hedged Equity ETF, Xtrackers MSCI South Korea Hedged Equity ETF, Xtrackers MSCI All World ex US High Dividend
Yield Equity ETF, Xtrackers MSCI EAFE High Dividend Yield Equity ETF, Xtrackers Eurozone Equity ETF, Xtrackers MSCI Eurozone Hedged
Equity ETF, Xtrackers Japan JPX-Nikkei 400 Equity ETF and Xtrackers MSCI Latin America Pacific Alliance ETF as the context may
require
“Independent
Board Members”– Board Members who are not interested persons (as defined in the 1940 Act) of the fund, the investment
advisor or the distributor
“Independent
Registered Public Accounting Firm” – Ernst & Young LLP, 5 Times Square, New York, New York 10036
“Independent
Trustee Legal Counsel” – K&L Gates LLP, 1601 K Street, NW, Washington, DC 20006
“IOPV”
– Indicative Optimized Portfolio Value
“Moody’s”
– Moody’s Investors Service, Inc., an NRSRO
“NRSRO”
– a nationally recognized statistical rating organization
“S&P”
– S& P Global Ratings, an NRSRO
“SEC”
– the Securities and Exchange Commission
“Shares”
– shares of beneficial interest registered under the 1933 Act
“Trust”
– DBX ETF Trust
“Underlying
Index” – a specified benchmark index
“Unitary
Advisory Fee” – fee payable to the Advisor for its services under the Investment Advisory Agreement with each fund
and the Advisor’s commitment to pay substantially all expenses of each fund, including the cost of transfer agency, custody,
fund administration, compensation paid to the Independent Board Members, legal, audit and other services, except for the fee payments
to the Advisor under the Investment Advisory Agreement,
interest
expense, acquired fund fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses
and other extraordinary expenses
“funds”
– the US registered investment companies advised by DBX
Fund
Organization
DBX
ETF Trust was organized as a Delaware statutory trust on October 7, 2010 and is authorized to have multiple series or portfolios.
The Trust is an open-end management investment company registered with the SEC under the 1940 Act.
Effective
August 11, 2014, the Board of Trustees approved changes to the names of each fund currently comprising the Trust. db X-trackers
MSCI Emerging Markets Hedged Equity Fund was renamed Deutsche X-trackers MSCI Emerging Markets Hedged Equity ETF; db X-trackers
MSCI EAFE Hedged Equity Fund was renamed Deutsche X-trackers MSCI EAFE Hedged Equity ETF; db X-trackers MSCI Germany Hedged Equity
Fund was renamed Deutsche X-trackers MSCI Germany Hedged Equity ETF; db X-trackers MSCI Japan Hedged Equity Fund was renamed Deutsche
X-trackers MSCI Japan Hedged Equity ETF; db X-trackers MSCI Europe Hedged Equity Fund was renamed Deutsche X-trackers MSCI Europe
Hedged Equity ETF; db X-trackers MSCI All World ex US Hedged Equity Fund was renamed Deutsche X-trackers MSCI All World ex US
Hedged Equity ETF; and db X-trackers MSCI South Korea Hedged Equity Fund was renamed Deutsche X-trackers MSCI South Korea Hedged
Equity ETF.
Effective
October 2, 2017, the Board of Trustees approved changes to the names of each fund currently comprising the Trust. Deutsche X-trackers
MSCI Emerging Markets Hedged Equity ETF was renamed Xtrackers MSCI Emerging Markets Hedged Equity ETF; Deutsche X-trackers MSCI
EAFE Hedged Equity ETF was renamed Xtrackers MSCI EAFE Hedged Equity ETF; Deutsche X-trackers MSCI Germany Hedged Equity ETF was
renamed Xtrackers MSCI Germany Hedged Equity; Deutsche X-trackers MSCI Japan Hedged Equity ETF was renamed Xtrackers MSCI Japan
Hedged Equity ETF; Deutsche X-trackers MSCI Europe Hedged Equity ETF was renamed Xtrackers MSCI Europe Hedged Equity ETF; Deutsche
X-trackers MSCI All World ex US Hedged Equity ETF was renamed Deutsche X-trackers MSCI All World ex US Hedged Equity ETF; Deutsche
X-trackers MSCI South Korea Hedged Equity ETF was renamed Xtrackers MSCI South Korea Hedged Equity ETF; Deutsche X-trackers MSCI
All World ex US High Dividend Yield
Hedged
Equity ETF was renamed Xtrackers MSCI All World ex US High Dividend Yield Hedged Equity ETF; Deutsche X-trackers MSCI EAFE High
Dividend Yield Hedged Equity ETF was renamed Xtrackers MSCI EAFE High Dividend Yield Hedged Equity ETF; Deutsche X-trackers MSCI
Eurozone High Dividend Yield Hedged Equity ETF was renamed Xtrackers MSCI Eurozone High Dividend Yield Hedged Equity ETF; Deutsche
X-trackers MSCI Eurozone Hedged Equity ETF was renamed Xtrackers MSCI Eurozone Hedged Equity ETF; Deutsche X-trackers Japan JPX-Nikkei
400 Equity ETF was renamed Xtrackers Japan JPX-Nikkei 400 Equity ETF; and Deutsche X-trackers MSCI Latin America Pacific Alliance
ETF was renamed Xtrackers MSCI Latin America Pacific Alliance ETF.
Effective
October 27, 2017, Xtrackers MSCI Southern Europe Hedged Equity ETF was renamed Xtrackers Eurozone Equity ETF.
Effective
February 13, 2018, Xtrackers MSCI All World ex US High Dividend Yield Hedged Equity ETF was renamed Xtrackers MSCI All World ex
US High Dividend Yield Equity ETF, and Xtrackers MSCI EAFE High Dividend Yield Hedged Equity ETF was renamed Xtrackers MSCI EAFE
High Dividend Yield Equity ETF.
Management
of each Fund
Board
Members and Officers’ Identification and Background
The
identification and background of the Board Members and officers are set forth in Part II—Appendix II-A.
Board
Committees and Compensation
Compensation
paid to the Independent Board Members, for certain specified periods is set forth in Part I— Appendix I-C. Information
regarding the committees of the Board is set forth in Part I—Appendix I-B.
Board
Member Share Ownership and Control Persons
Information
concerning the ownership of fund shares by Board Members and officers, as a group, as well as the dollar range value of each Board
Member’s share ownership in each fund and, on an aggregate basis, in all Xtrackers funds overseen by them, by investors
who control the fund, if any, and by investors who own 5% or more of fund shares, if any, is set forth in Part I— Appendix
I-A.
Portfolio
Management
Information
regarding each fund’s portfolio managers, including other accounts managed, compensation, ownership of fund shares and possible
conflicts of interest, is set forth in Part I—Appendix I-D and Part II – Appendix II-B.
Service
Provider Compensation
Compensation
paid by each fund for investment advisory services and other expenses through the Unitary Advisory Fee is set forth in Part
I—Appendix I-E. The service provider compensation is not applicable to new funds that have not completed a fiscal reporting
period. Fee rates are included in Part II – Appendix II-C.
Portfolio
Transactions, Brokerage Commissions and Securities Lending Activities
Portfolio
Turnover
The
portfolio turnover rates for the two most recent fiscal years are set forth in Part I—Appendix I-F. This section
does not apply to new funds that have not completed a fiscal reporting period.
Brokerage
Commissions
Total
brokerage commissions paid by each fund for the three most recent fiscal years are set forth in Part I— Appendix I-F.
This section does not apply to new funds that have not completed a fiscal reporting period.
Each
fund's policy with respect to portfolio transactions and brokerage is set forth under “Portfolio Transactions” in
Part II of this SAI.
Securities
Lending Activities
Information
regarding securities lending activities of each fund, if any, during its most recent fiscal year is set forth in Part I—Appendix
I-H.
Additional
information regarding securities lending in general is set forth under “Lending of Portfolio Securities” in Part
II of this SAI.
Investments
Investments,
Practices and Techniques, and Risks
Part
I—Appendix I-G includes a list of the investments, practices and techniques, and risks
which each fund may employ (or be subject to) in pursuing its investment objective. Part II—Appendix II-E includes
a description of these investments, practices and techniques, and risks.
Investment
Restrictions
It
is possible that certain investment practices and/or techniques may not be permissible for a fund based on its investment restrictions,
as described herein.
Diversification
Status. Xtrackers MSCI Germany Hedged Equity ETF, Xtrackers MSCI South Korea Hedged Equity ETF,
Xtrackers MSCI EAFE High Dividend Yield Equity ETF, Xtrackers Eurozone Equity ETF and Xtrackers MSCI Latin America Pacific Alliance
ETF are classified as “non-diversified” under the 1940 Act. A non-diversified fund is a fund that is not limited by
the 1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities
of a particular issuer (or securities of issuers in particular industries) may dominate the underlying index of such a fund and,
consequently, the fund’s investment portfolio. This may adversely affect the fund’s performance or subject the fund’s
shares to greater price volatility than that experienced by more diversified investment companies.
Xtrackers
MSCI All World ex US Hedged Equity ETF, Xtrackers MSCI All World ex US High Dividend Yield Equity ETF, Xtrackers MSCI Europe Hedged
Equity ETF, Xtrackers MSCI EAFE Hedged Equity ETF, Xtrackers MSCI Emerging Markets Hedged Equity ETF, Xtrackers MSCI Japan Hedged
Equity ETF, Xtrackers MSCI Eurozone Hedged Equity ETF and Xtrackers Japan JPX-Nikkei 400 Equity ETF are classified as “diversified”
under the 1940 Act.
Currently,
under the 1940 Act, a “non-diversified” investment company is a fund that is not “diversified,” and for
a fund to be classified as a “diversified” investment company, at least 75% of the value of the fund’s total
assets must be represented by cash and cash items (including receivables), government securities, securities of other investment
companies, and securities of other issuers, which for the purposes of this calculation are limited in respect of any one issuer
to an amount (valued at the time of investment) not greater than 5% of the fund’s total assets and to not more than 10%
of the
outstanding
voting securities of such issuer. Pursuant to certain SEC staff positions, if a non-diversified fund’s investments are in
fact “diversified” under the 1940 Act for a period of three years, the fund may be considered “diversified”
and may not be able to convert to a non-diversified fund without the approval of shareholders. In reliance on no-action relief
furnished by the SEC, each fund may be diversified or non-diversified at any given time, based on the composition of the index
that the fund seeks to track.
Fundamental Policies
The
following fundamental policies may not be changed without the approval of a majority of the outstanding voting securities of a
fund which, under the 1940 Act and the rules thereunder and as used in this SAI, means the lesser of (1) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of a fund are present
or represented by proxy, or (2) more than 50% of the outstanding voting securities of a fund.
As
a matter of fundamental policy, a fund may not do any of the following:
(1)
|
concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that a fund will concentrate to the extent that its underlying
index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase
agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political sub-divisions are not considered to be issued by members of any industry;
|
(2)
|
borrow money, except that (i) each fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise
require the untimely disposition of securities; and (ii) each fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions
and similar investment strategies and techniques; to the extent that it engages in transactions described in (i) and (ii), each fund will be limited so that no more than 33 1/3% of the value of its total assets
(including the amount
|
|
borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law;
|
(3)
|
issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
|
(4)
|
make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
|
(5)
|
purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this restriction shall not prevent each fund from investing in securities of companies engaged in the
real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent each fund from trading in futures contracts
and options on futures contracts, including options on currencies to the extent consistent with each fund’s investment objectives and policies); or
|
(6)
|
engage in the business of underwriting securities issued by other persons except, to the extent that each fund may technically be deemed to be an underwriter under the 1933 Act, the
disposing of portfolio securities.
|
For purposes of the
concentration policy in investment restriction (1), municipal securities with payments of principal or interest backed by the revenue of a specific project are considered to be issued by a member of the industry which
includes such specific project.
Senior securities may include
any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits a fund from issuing senior securities, although it provides allowances for certain borrowings and
certain other investments, such as short sales, reverse repurchase agreements, and firm commitment agreements, when such investments are “covered” or with appropriate earmarking or segregation of assets to
cover such obligations.
Under the 1940 Act, an
investment company may only make loans if expressly permitted by its investment policies.
Non-Fundamental Policies
The
Board has adopted certain additional non-fundamental policies and restrictions which are observed in the conduct of a fund’s
affairs. They differ from fundamental investment policies in that they may be changed or amended by action of the Board without
requiring prior notice to, or approval of, the shareholders.
As
a matter of non-fundamental policy, a fund may not do any of the following:
(1)
|
sell securities short, unless the fund owns or has the right to obtain securities equivalent in-kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures
contracts, options on futures contracts or other derivative instruments are not deemed to constitute selling securities short;
|
(2)
|
purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts,
options on futures contracts or other derivative instruments shall not constitute purchasing securities on margin;
|
(3)
|
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act;
|
(4)
|
invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the fund may invest in the securities of issuers that engage in these activities); and
|
(5)
|
invest in illiquid securities if, as a result of such investment, more than 15% of the fund’s net assets would be invested in illiquid securities.
|
If any percentage restriction
described above is complied with at the time of investment, a later increase or decrease in percentage resulting from any change in value or total or net assets will not constitute a violation of such restriction,
except that fundamental limitation (2) will be observed continuously in accordance with applicable law.
For
purposes of non-fundamental policy (5), an illiquid security is any investment that the fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days without the sale or disposition significantly changing the
market value of the investment.
Each
fund has adopted a non-fundamental investment policy such that each fund may invest in shares of other open-end management investment
companies or unit investment trusts subject to the limitations of Section 12(d)(1) of the 1940 Act, including the rules, regulations
and exemptive orders obtained thereunder; provided, however, that if a fund has knowledge that its Shares are purchased by another
investment company investor in reliance on the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act, each
fund will not acquire any securities of other open-end management investment companies or unit investment trusts in reliance on
the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act.
Taxes
Important
information concerning the tax consequences of an investment in each fund is contained in Part II— Appendix II-F.
Independent
Registered Public Accounting Firm, Reports to Shareholders and Financial Statements
The
financial highlights of each fund included in its prospectus and financial statements incorporated by reference into this SAI
have been so included or incorporated by reference in reliance on the report of Ernst & Young LLP, 5 Times Square, New York,
New York 10036. Ernst & Young LLP is an independent registered public accounting firm. The report is given on the authority
of said firm as experts in auditing and accounting. The independent registered public accounting firm audits the financial statements
of each fund and provides other audit, tax and related services. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
The
financial statements, together with the report of the Independent Registered Public Accounting Firm, financial highlights and
notes to financial statements in the Annual Report to the Shareholders of each fund, dated May 31, 2019, are incorporated herein
by reference and are hereby deemed to be a part of this combined SAI.
Additional
Information
For
information on exchange, CUSIP numbers and fund fiscal year end information, see Part I—Appendix I-I.
Part
I: Appendix I-A—Board Member Share Ownership and Control Persons
Board
Member Share Ownership in each fund
The
following tables show the dollar range of equity securities beneficially owned by each current Board Member in each fund and in
Xtrackers funds as of December 31, 2018.
Dollar
Range of Beneficial Ownership(1)
Board Member
|
Xtrackers
MSCI
Emerging
Markets
Hedged Equity
ETF
|
Xtrackers
MSCI
EAFE Hedged
Equity ETF
|
Xtrackers
MSCI
Germany
Hedged Equity
ETF
|
Xtrackers
MSCI
Japan Hedged
Equity
ETF
|
Xtrackers
MSCI
Europe
Hedged Equity
ETF
|
Independent Board
Member:
|
Stephen R. Byers
|
None
|
None
|
$1 - $10,000
|
None
|
None
|
George O. Elston
|
None
|
None
|
None
|
None
|
None
|
J. David Officer
|
None
|
None
|
None
|
None
|
$10,001 - $50,000
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
None
|
None
|
None
|
None
|
Board Member
|
Xtrackers
MSCI
All World
ex US
Hedged Equity
ETF
|
Xtrackers
MSCI
South Korea
Hedged Equity
ETF
|
Xtrackers
MSCI
All World
ex US
High Dividend
Yield Equity
ETF
|
Xtrackers
MSCI EAFE
High Dividend
Yield Equity
ETF
|
Independent Board
Member:
|
Stephen R. Byers
|
None
|
None
|
None
|
None
|
George O. Elston
|
None
|
None
|
None
|
None
|
J. David Officer
|
None
|
None
|
None
|
None
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
None
|
None
|
None
|
Board Member
|
Xtrackers
Eurozone
Equity ETF
|
Xtrackers
MSCI
Eurozone
Hedged Equity
ETF
|
Xtrackers
Japan JPX
Nikkei 400
Equity ETF
|
Xtrackers
MSCI Latin America
Pacific
Alliance ETF
|
Independent Board
Member:
|
Stephen R. Byers
|
None
|
None
|
None
|
None
|
George O. Elston
|
None
|
None
|
None
|
None
|
J. David Officer
|
None
|
None
|
None
|
None
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
None
|
None
|
None
|
Aggregate
Dollar Range of Beneficial Ownership(1)
|
Funds Overseen by
Board Member in the
Xtrackers Funds
|
Independent Board
Member:
|
Stephen R. Byers
|
$50,001 - $100,000
|
George O. Elston
|
None
|
J. David Officer
|
$10,001 - $50,000
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
|
Ownership
in Securities of the Advisor and Related Companies
As
reported to each fund, the information in the table below reflects ownership by the current Independent Board Members and their
immediate family members of certain securities as of December 31, 2018. An immediate family member can be a spouse, children residing
in the same household, including step and adoptive children, and any dependents. The securities represent ownership in the Advisor
or Distributor and any persons (other than a registered investment company) directly or indirectly controlling, controlled by,
or under common control with the Advisor (including Deutsche Bank AG and DWS Group) or Distributor.
Independent
Board Member
|
Owner and
Relationship to
Board Member
|
Company
|
Title of
Class
|
Value of
Securities on an
Aggregate Basis
|
Percent of
Class on an
Aggregate Basis
|
Stephen R. Byers
|
|
None
|
|
|
|
George O. Elston
|
|
None
|
|
|
|
J. David Officer
|
|
None
|
|
|
|
Control
Persons and Principal Holders of Securities
As
of August 30, 2019, all Board Members and officers owned, as a group, less than 1% of the outstanding shares of a fund.
Although
the fund does not have information concerning the beneficial ownership of shares held in the names of DTC participants, the following
table identifies those DTC participants who owned of record 5% or more of a fund’s shares as of August 30, 2019:
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
24.30%
|
American Enterprise Investment Services
901 3rd Ave. South
Minneapolis, MN 55474
|
12.65%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
11.15%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
8.62%
|
UBS Financial Services Inc.
1000 Harbour Blvd.
Weehawken, NJ 07086
|
8.37%
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Goldman Sachs & Co.
30 Hudson Street
Proxy Department
Jersey City, NJ 07302
|
25.61%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
15.27%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
10.91%
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Floor
Baltimore, MD 21231
|
5.43%
|
American Enterprise Investment Services
901 3rd Ave. South
Minneapolis, MN 55474
|
5.34%
|
Xtrackers
MSCI Germany Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Bank of America
200 N. College Street
Charlotte, NC 28255
|
31.25%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
13.42%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
6.96%
|
Name and Address
|
Percentage Ownership
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Floor
Baltimore, MD 21231
|
5.86%
|
Xtrackers
MSCI Japan Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
JP Morgan Chase Bank
500 Stanton Christiana Road
Newark, Delaware 19713
|
20.22%
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Floor
Baltimore, MD 21231
|
14.92%
|
UBS Financial Services Inc.
1000 Harbour Blvd.
Weehawken, NJ 07086
|
6.97%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
6.88%
|
The Bank of New York Mellon
535 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259
|
6.37%
|
Xtrackers
MSCI Europe Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Citibank, N.A.
3800 Citibank Center
Building B/1st Floor/Zone 8
Tampa, FL 33610-9122
|
20.89%
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Floor
Baltimore, MD 21231
|
17.04%
|
JP Morgan Chase Bank
500 Stanton Christiana Road
Newark, Delaware 19713
|
7.96%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
5.97%
|
State Street Bank & Trust
1776 Heritage Dr.
North Quincy, MA 02171
|
5.09%
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Merrill Lynch, Pierce, Fenner &
Smith Inc.
101 Hudson St.
Jersey City, NJ 07302-3997
|
27.54%
|
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
16.40%
|
RBC Capital Markets, LLC
60 S. 6th St – P09
Minneapolis, MN 55402-4400
|
13.10%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
7.78%
|
American Enterprise Investment Services
901 3rd Ave. South
Minneapolis, MN 55474
|
5.27%
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Bank of America
200 N. College Street
Charlotte, NC 28255
|
19.90%
|
Merrill Lynch, Pierce, Fenner & Smith Inc.
101 Hudson St.
Jersey City, NJ 07302-3997
|
17.51%
|
J.P. Morgan Clearing Corp.
500 Stanton Christiana Road
Newark, Delaware 19713
|
16.67%
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th
Floor
Baltimore, MD 21231
|
10.39%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
7.39%
|
Interactive Brokers
8 Greenwich Office Park
Greenwich, CT 06831
|
5.35%
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Name and Address
|
Percentage Ownership
|
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
|
50.54%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
29.02%
|
UBS Securities LLC
1000 Harbour Blvd., 5th Fl.
Weehawken, NJ 07086
|
11.54%
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
97.23%
|
Xtrackers
Eurozone Equity ETF
Name and Address
|
Percentage Ownership
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
25.57%
|
Charles Schwab & Co., Inc.
2423E. Lincoln Drive
Phoenix, AZ 85016-1215
|
22.70%
|
J.P. Morgan Clearing Corp.
500 Stanton Christiana Road
Newark, Delaware 19713
|
16.87%
|
Bank of America
200 N. College Street
Charlotte, NC 28255
|
11.38%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
9.04%
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Name and Address
|
Percentage Ownership
|
Citibank, N.A.
3800 Citibank Center
Building B/1st Floor/Zone 8
Tampa, FL 33610-9122
|
27.01%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
25.78%
|
Bank of America
200 N. College Street
Charlotte, NC 28255
|
13.06%
|
Morgan Stanley Smith Barney LLC
1300 Thames Street, 6th Fl.
Baltimore, MD 21231
|
8.08%
|
Merrill Lynch, Pierce, Fenner &
Smith Inc.
101 Hudson St.
Jersey City, NJ 07302-3997
|
5.81%
|
Xtrackers
Japan JPX Nikkei 400 Equity ETF
Name and Address
|
Percentage Ownership
|
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Fl.
Baltimore, MD 21231
|
55.59%
|
The Bank of New York Mellon
535 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259
|
6.89%
|
J.P. Morgan Clearing Corp.
500 Stanton Christiana Road
Newark, Delaware 19713
|
5.84%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
5.64%
|
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
|
5.28%
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Name and Address
|
Percentage Ownership
|
UBS Securities LLC
1000 Harbour Blvd., 5th Fl.
Weehawken, NJ 07086
|
95.00%
|
Part
I: Appendix I-B—Board Committees and Meetings
Board
Leadership, Structure and Oversight Responsibilities
Board
Structure. The Board of the Xtrackers funds is responsible for oversight of the funds, including
oversight of the duties performed by the Advisor for the funds under the investment advisory agreement (the “Investment
Advisory Agreement”). The Board generally meets in regularly-scheduled meetings four times a year and may meet more often
as required.
Mr.
Byers serves as Chairman of the Board. The Board is comprised of a super-majority (75 percent) of Independent Board Members. The
Independent Board Members are advised by Independent Trustee Legal Counsel and are represented by such Independent Trustee Legal
Counsel at Board and committee meetings. The chairmen of the Audit Committee and Nominating Committee (each of which consists
solely of Independent Board Members) serve as liaisons between the Advisor and other service providers and the other Independent
Board Members. Each such chairman is an Independent Board Member.
The
Board regularly reviews its committee structure and membership and believes that its current structure is appropriate based on
the fact that the Independent Board Members constitute a super-majority of the Board, the role of the committee chairmen (who
are Independent Board Members), the assets and number of funds overseen by the Board Members, as well as the nature of each fund’s
business as an ETF, which is managed to track the performance of a specified index.
Risk
Oversight. The Xtrackers funds are subject to a number of risks, including operational, investment
and compliance risks. The Board, directly and through its committees, as part of its oversight responsibilities, oversees the
services provided by the Advisor and the Trust’s other service providers in connection with the management and operations
of the funds, as well as their associated risks. Under the oversight of the Board, the Trust, the Advisor and other service providers
have adopted policies, procedures and controls to address these risks.
The
Board, directly and through its committees, receives and reviews information from the Advisor, other service providers, the Trust’s
Independent Registered Public Accounting Firm and Independent Trustee Legal Counsel to assist it in its oversight responsibilities.
This information includes, but is not limited to, reports regarding the funds’ investments, including fund performance and
investment practices, valuation of fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed
changes to, the funds’ investment objectives, policies and restrictions, and reviews any areas of non-compliance with the
funds’ investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial
reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight,
the Board reviews the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures
of the Trust and its service providers, proposed changes to the policies and procedures and quarterly reports on any material
compliance issues that arose during the period.
Board
Committees. The Board has two standing committees, the Audit Committee and the Nominating Committee,
and has delegated certain responsibilities to those committees.
Name of Committee
|
Number of
Meetings in Last
Fiscal Year
|
Functions
|
Current Board Members
|
AUDIT COMMITTEE
|
3
|
The Audit Committee has the responsibility,
among other things, to: (i) approve the selection, retention, termination and compensation of the Trust’s Independent
Registered Public Accounting Firm; (ii) review the scope of the Independent Registered Public Accounting Firm’s audit
activity; (iii) review the audited financial statements; and (iv) review with such Independent Registered Public Accounting
Firm the adequacy and the effectiveness of the Trust’s internal controls.
|
George O. Elston (Chairman),
Stephen R. Byers and J. David Officer
|
NOMINATING COMMITTEE
|
0
|
The Nominating Committee has
the responsibility, among other things, to identify and recommend individuals for Board membership, and evaluate candidates
for Board membership. The Board will consider recommendations for Board Members from shareholders. Nominations from shareholders
should be in writing and sent to the Board, to the attention of the Chairman of the Nominating Committee, as described in
Part II SAI Appendix II-A under the caption “Shareholder Communications to the Board.”
|
J. David Officer (Chairman),
Stephen R. Byers and George O. Elston
|
Part
I: Appendix I-C—Board Member Compensation
Each
Independent Board Member receives compensation for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairman. No additional compensation is paid to any Independent Board Member for
travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association
committees, participation as speakers at directors’ conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits or health
insurance from a fund or any fund in the Xtrackers fund complex.
Board
Members who are officers, directors, employees or stockholders of DBX or its affiliates receive no direct compensation from the
fund, although they are compensated as employees of DBX, or its affiliates, and as a result may be deemed to participate in fees
paid by a fund. The following table shows, for each current Independent Board Member, the aggregate compensation from all of the
funds in the Xtrackers fund complex during calendar year 2018.
Total
Compensation from Xtrackers Fund Complex
Board Member
|
Total Compensation from the
Xtrackers Fund Complex(1)
|
Independent Board
Member:
|
Stephen R. Byers(2)
|
$169,500
|
George O. Elston(3)
|
$154,500
|
J. David Officer
|
$144,500
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 38 funds
as of December 31, 2018.
|
(2)
|
Includes $25,000 in annual retainer fees received by Mr. Byers as Chairman of the Xtrackers funds.
|
(3)
|
Includes $15,000 in annual retainer fees received by Mr. Elston as Chairman of the Audit
Committee.
|
Part
I: Appendix I-D—Portfolio Management
Fund
Ownership of Portfolio Managers
The
following table shows the dollar range of fund shares owned beneficially and of record by the portfolio management team, including
investments by their immediate family members sharing the same household and amounts invested through retirement and deferred
compensation plans. This information is provided as of each fund's most recent fiscal year end.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI Germany Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI Japan Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI Europe Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$1 - $10,000
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
Eurozone Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Conflicts
of Interest
In
addition to managing the assets of each fund, a portfolio manager may have responsibility for managing other client accounts of
the Advisor or its affiliates. The tables below show, per portfolio manager, the number and asset size of: (1) SEC registered
investment companies (or series thereof) other than each fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by a portfolio manager. Total
assets attributed to a portfolio manager in the tables below include total assets of each account managed, although a portfolio
manager may only manage a portion of such account’s assets. For a fund subadvised by subadvisors unaffiliated with the Advisor,
total assets of funds managed may only include assets allocated to the portfolio manager and not the total assets of a fund managed.
The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory
fee is based on the performance of the account. This information is provided as of each fund's most recent fiscal year end.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,910,546,233
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,661,789,337
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,661,789,337
|
0
|
$0
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$7,307,239,660
|
0
|
$0
|
Patrick Dwyer
|
25
|
$4,058,482,765
|
0
|
$0
|
Shlomo Bassous
|
25
|
$4,058,482,765
|
0
|
$0
|
Xtrackers
MSCI Germany Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,999,658,515
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,750,901,619
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,750,901,619
|
0
|
$0
|
Xtrackers
MSCI Japan Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,609,177,188
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,360,420,292
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,360,420,292
|
0
|
$0
|
Xtrackers
MSCI Europe Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,173,353,782
|
0
|
$0
|
Patrick Dwyer
|
25
|
$7,924,596,886
|
0
|
$0
|
Shlomo Bassous
|
25
|
$7,924,596,886
|
0
|
$0
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,924,407,771
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,675,650,875
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,675,650,875
|
0
|
$0
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,017,672,582
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,768,915,686
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,768,915,686
|
0
|
$0
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,999,181,178
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,750,424,282
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,750,424,282
|
0
|
$0
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,778,643,557
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,529,886,661
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,529,886,661
|
0
|
$0
|
Xtrackers
Eurozone Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,020,763,846
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,772,006,951
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,772,006,951
|
0
|
$0
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,991,583,084
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,742,826,188
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,742,826,188
|
0
|
$0
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,993,156,881
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,744,399,986
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,744,399,986
|
0
|
$0
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,020,379,171
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,771,622,276
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,771,622,276
|
0
|
$0
|
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Germany Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Japan Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Europe Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
Eurozone Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Germany Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Japan Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Europe Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Eurozone Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
In
addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings
that are similar to, or the same as, those of each fund. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio
managers and other “access persons” to invest in securities that may be recommended or traded in each fund and other
client accounts.
Part
I: Appendix I-E—Service Provider Compensation
Under
each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially all expenses of the fund, including
the cost of transfer agency, custody, fund administration, compensation paid to the Independent Trustees, legal, audit and other
services, except for the fee payments to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund
fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other extraordinary
expenses.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$861,263
|
$1,087
|
N/A
|
2018
|
$1,416,386
|
$0
|
N/A
|
2017
|
$992,351
|
$0
|
$24,573
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$18,953,920
|
$42,460
|
N/A
|
2018
|
$24,485,269
|
$0
|
N/A
|
2017
|
$30,982,030
|
$0
|
$1,900,584
|
Xtrackers
MSCI Germany Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$123,361
|
$221
|
N/A
|
2018
|
$211,556
|
$0
|
N/A
|
2017
|
$358,860
|
$0
|
$16,006
|
Xtrackers
MSCI Japan Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$3,750,428
|
$6,782
|
N/A
|
2018
|
$7,401,963
|
$0
|
N/A
|
2017
|
$7,358,113
|
$0
|
$271,843
|
Xtrackers
MSCI Europe Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$4,755,627
|
$8,585
|
N/A
|
2018
|
$9,827,209
|
$0
|
N/A
|
2017
|
$11,499,826
|
$0
|
$547,502
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$431,461
|
$1,665
|
N/A
|
2018
|
$491,929
|
$0
|
N/A
|
2017
|
$301,656
|
$0
|
$12,154
|
Xtrackers
MSCI South Korea Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$54,142
|
$39
|
N/A
|
2018
|
$104,217
|
$0
|
N/A
|
2017
|
$275,073
|
$0
|
$11,318
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$54,178
|
$11
|
N/A
|
2018
|
$18,758
|
$0
|
N/A
|
2017
|
$16,553
|
$0
|
$635
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$407,144
|
$88
|
N/A
|
2018
|
$21,890
|
$0
|
N/A
|
2017
|
$21,212
|
$0
|
$829
|
Xtrackers
Eurozone Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$2,260
|
$177
|
N/A
|
2018
|
$6,560
|
$407
|
N/A
|
2017
|
$9,203
|
$0
|
$275
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$167,899
|
$499
|
N/A
|
2018
|
$245,120
|
$0
|
N/A
|
2017
|
$244,468
|
$0
|
$10,133
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
Amount Paid by Advisor
to Subadvisor(s)
for Subadvisory Services(1)
|
2019
|
$54,036
|
$5,384
|
N/A
|
2018
|
$39,664
|
$6,088
|
N/A
|
2017
|
$72,862
|
$0
|
$2,638
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019
|
$9,130
|
$6
|
2018
|
N/A
|
N/A
|
2017
|
N/A
|
N/A
|
(1)
Fees paid to TDAM USA Inc., the fund’s prior subadvisor, by the
Advisor.
Part
I: Appendix I-F—Portfolio Transactions and Brokerage Commissions
Variations
to a fund’s portfolio turnover rate may be due to, among other things, a fluctuating volume of shareholder purchase and
redemption orders, market conditions, and/or changes in the Advisor's investment outlook. The amount of brokerage commissions
paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or
portfolio turnover.
Portfolio
Turnover Rates
Fund
|
2019
|
2018
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
13%
|
15%
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
5%
|
10%
|
Xtrackers MSCI Germany Hedged Equity ETF
|
11%
|
17%
|
Xtrackers MSCI Japan Hedged Equity ETF
|
15%
|
12%
|
Xtrackers MSCI Europe Hedged Equity ETF
|
7%
|
11%
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
13%
|
11%
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
49%
|
32%
|
Xtrackers MSCI All World ex US High Dividend Yield
Equity ETF
|
30%
|
76%
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
20%
|
56%
|
Xtrackers Eurozone Equity ETF
|
14%
|
93%
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
5%
|
14%
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
149%
|
78%
|
Xtrackers MSCI Latin America Pacific
Alliance ETF
|
44%(1)
|
N/A
|
(1)
Xtrackers MSCI Latin America Pacific Alliance ETF commenced operations
on October 30, 2018.
Brokerage
Commissions
|
Fiscal
Year
|
Brokerage Commissions
Paid by Fund
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
2019
|
$23,519
|
|
2018(1)
|
$17,793
|
|
2017
|
$46,814
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
2019
|
$85,135
|
|
2018(1)
|
$103,642
|
|
2017
|
$847,727
|
Xtrackers MSCI Germany Hedged Equity ETF
|
2019
|
$722
|
|
2018(1)
|
$2,728
|
|
2017
|
$6,749
|
Xtrackers MSCI Japan Hedged Equity ETF
|
2019
|
$21,665
|
|
2018(1)
|
$37,163
|
|
2017
|
$234,545
|
Xtrackers MSCI Europe Hedged Equity ETF
|
2019
|
$18,213
|
|
2018(1)
|
$47,719
|
|
2017
|
$328,034
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
2019
|
$3,838
|
|
2018(1)
|
$3,698
|
|
2017
|
$7,867
|
|
Fiscal
Year
|
Brokerage Commissions
Paid by Fund
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
2019
|
$1,713
|
|
2018(1)
|
$4,846
|
|
2017
|
$148,944
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
2019
|
$2,780
|
|
2018(1)
|
$1,316
|
|
2017
|
$667
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
2019
|
$3,763
|
|
2018(1)
|
$186
|
|
2017
|
$471
|
Xtrackers Eurozone Equity ETF
|
2019
|
$22
|
|
2018(1)
|
$654
|
|
2017
|
$156
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
2019
|
$528
|
|
2018(1)
|
$1,584
|
|
2017
|
$4,018
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
2019
|
$166,945
|
|
2018(1)
|
$5,392
|
|
2017
|
$1,244
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
2019(2)
|
$1,759
|
|
|
|
|
|
|
(1)
The funds experienced decreased aggregate brokerage commissions in 2018
due to a decreased level of trading related to rebalances following a change to the strategies of certain funds.
(2)
Xtrackers MSCI Latin America Pacific Alliance ETF commenced operations
on October 30, 2018.
Brokerage
Commissions Paid to Affiliated Brokers
No
trades were effected for the accounts with broker dealers that are affiliated with the Advisor or Subadvisor, if applicable, as
of the end of its most recent fiscal year.
Listed
below are the regular brokers or dealers (as such term is defined in the 1940 Act) of each fund whose securities each fund held
as of the end of its most recent fiscal year and the dollar value of such securities.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Credicorp Capital S.A. Corredores De Bolsa
|
$328,091
|
Shenwan Hongyuan Securities Co., LTD
|
$3,009
|
Xtrackers
MSCI EAFE Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Credit Suisse Securities (USA) LLC
|
$10,187,444
|
Deutsche Bank Securities, Inc.
|
$4,581,152
|
UBS Securities LLC
|
$15,525,288
|
Xtrackers
MSCI Germany Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Deutsche Bank Securities, Inc.
|
$264,960
|
Xtrackers
MSCI Japan Hedged Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
MSCI Europe Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Credit Suisse Securities (USA) LLC
|
$2,942,482
|
Deutsche Bank Securities, Inc.
|
$1,318,613
|
UBS Securities LLC
|
$4,476,255
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Credicorp Capital S.A. Corredores De Bolsa
|
$73,183
|
Credit Suisse Securities (USA) LLC
|
$140,696
|
Deutsche Bank Securities, Inc.
|
$64,295
|
Nomura Securities International, Inc.
|
$120,533
|
UBS Securities LLC
|
$215,162
|
Xtrackers
MSCI South Korea Hedged Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
Eurozone Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Deutsche Bank Securities, Inc.
|
$5,922
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Deutsche Bank Securities, Inc.
|
$86,260
|
Flow Traders U.S. Institutional Trading LLC
|
$5,611
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
MSCI Latin America Pacific Alliance ETF
The
fund did not hold any securities of its regular brokers or dealers.
Transactions
for Research Services
No
transactions or related commissions were allocated to broker-dealer firms for research services.
Part
I: Appendix I-G—Investments, Practices and Techniques, and Risks
Below
is a list of headings related to investments, practices and techniques, and risks which are further described in Appendix II-E.
Xtrackers
MSCI Emerging Markets Hedged Equity ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Russian
Securities
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI EAFE Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI Germany Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI Japan Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI Europe Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI All World ex US Hedged Equity ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Russian
Securities
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI South Korea Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Russian
Securities
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
Eurozone Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI Eurozone Hedged Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI Latin America Pacific Alliance ETF
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Part
I: Appendix I-H—Securities Lending Activities
Pursuant
to an agreement between each fund and BNYM, BNYM is responsible for the administration and management of each fund’s securities
lending program, including the negotiation of the terms and conditions of any securities loan, ensuring that securities loans
are properly coordinated and documented with each fund’s custodian, ensuring that loaned securities are daily valued and
that the corresponding required cash collateral is delivered by the borrower(s), arranging for the investment of cash collateral
and arranging for the return of loaned securities upon the termination of the loan.
The
dollar amounts of income and fees and compensation paid to all service providers related to the fund that participated in securities
lending activities during the fiscal year ended May 31, 2019 were as follows:
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers
MSCI
Emerging
Markets
Hedged
Equity ETF
|
Xtrackers
MSCI
EAFE
Hedged
Equity ETF
|
Xtrackers
MSCI
Germany
Hedged
Equity ETF
|
Xtrackers
MSCI
Japan
Hedged
Equity ETF
|
Xtrackers
MSCI
Europe
Hedged
Equity ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$34,721
|
$2,260,465
|
$151
|
$170,831
|
$574,200
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$1,553
|
$133,462
|
$4
|
$9.974
|
$35,460
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
—
|
—
|
—
|
—
|
Administrative fees not included in revenue split
|
—
|
—
|
—
|
—
|
—
|
Indemnification fees not included in revenue split
|
—
|
—
|
—
|
—
|
—
|
Rebate (paid to borrower)
|
$16,716
|
$1,051,732
|
$85
|
$42,870
|
$261,946
|
Rebate (from borrower)
|
$4,234
|
$697,980
|
—
|
$14,553
|
$194,361
|
Other fees not included in revenue split
|
—
|
—
|
—
|
—
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$14,035
|
$487,215
|
$89
|
$38,291
|
$103,044
|
Net income from securities lending
activities
|
$20,686
|
$1,773,251
|
$62
|
$132,540
|
$471,155
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers
MSCI All
World ex US
Hedged
Equity
ETF
|
Xtrackers
MSCI
South Korea
Hedged
Equity
ETF
|
Xtrackers
MSCI All
World ex
US High
Dividend
Yield Equity
ETF
|
Xtrackers
MSCI EAFE
High Dividend
Yield
Equity
ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$42,192
|
$51
|
$16,105
|
$105,270
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$1,965
|
—
|
$906
|
$8,002
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
—
|
—
|
—
|
Administrative fees not included in revenue split
|
—
|
—
|
—
|
—
|
Indemnification fees not included in revenue split
|
—
|
—
|
—
|
—
|
Rebate (paid to borrower)
|
$23,173
|
$45
|
$6,985
|
$36,317
|
Rebate (from borrower)
|
$9,160
|
—
|
$3,845
|
$45,383
|
Other fees not included in revenue split
|
—
|
—
|
—
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$15,978
|
$45
|
$4,047
|
$1,064
|
Net income from securities lending
activities
|
$26,214
|
$6
|
$12,059
|
$106,334
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers
Eurozone
Equity
ETF
|
Xtrackers
MSCI
Eurozone
Hedged
Equity
ETF
|
Xtrackers
Japan
JPX-Nikkei
400 Equity
ETF
|
Xtrackers
MSCI Latin
America
Pacific
Alliance
ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$1,551
|
$29,466
|
$3,239
|
$76
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$102
|
$1,863
|
$170
|
$6
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
—
|
—
|
—
|
Administrative fees not included in revenue split
|
—
|
—
|
—
|
—
|
Indemnification fee not included in revenue split
|
—
|
—
|
—
|
—
|
Rebate (paid to borrower)
|
$689
|
$13,451
|
$823
|
$3
|
Rebate (from borrower)
|
$615
|
$10,669
|
$23
|
$14
|
Other fees not included in revenue split
|
—
|
—
|
—
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$176
|
$4,645
|
$969
|
$5
|
Net income from securities lending
activities
|
$1,375
|
$24,821
|
$2,269
|
$81
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Part
I: Appendix I-I—Additional Information
Fund and its Fiscal Year End
|
Exchange
|
CUSIP Number
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051101
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051200
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI Germany Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051408
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI Japan Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051507
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI Europe Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051853
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051820
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051812
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
NYSE Arca, Inc.
|
233051598
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
NYSE Arca, Inc.
|
233051713
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Eurozone Equity ETF
|
Cboe BZX Exchange, Inc.
|
233051564
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
NYSE Arca, Inc.
|
233051697
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
NYSE Arca, Inc.
|
233051713
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
NYSE Arca, Inc.
|
233051531
|
Fiscal Year End: 5/31
|
|
|
Statement
of Additional Information
October
1, 2019
DBX
ETF TRUST
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: HYIH
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: IGIH
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.: EMIH
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
NYSE Arca, Inc.: RVNU
|
This
combined Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the
prospectus for each fund dated October 1, 2019, as supplemented, a copy of which may be obtained without charge by calling 1-855-329-3837
(1-855-DBX-ETFS); by visiting www.Xtrackers.com (the Web site does not form a part of this SAI); or by writing to the Trust’s
distributor, ALPS Distributors, Inc. (the “Distributor”), 1290 Broadway, Suite 1100, Denver, Colorado 80203. This
SAI is incorporated by reference into the prospectus.
Portions
of the Annual Report to Shareholders of each fund are incorporated herein by reference, and are hereby deemed to be part of this
SAI. Reports to Shareholders may also be obtained without charge by calling the number provided in the preceding paragraph.
This
SAI is divided into two Parts—Part I and Part II. Part I contains information that is specific to each fund, while Part
II contains information that generally applies to each of the funds in the Xtrackers funds.
Statement
of Additional Information (SAI)—Part I
|
Page
|
|
I-1
|
|
I-1
|
|
I-2
|
|
I-2
|
|
I-2
|
|
I-3
|
|
I-3
|
|
I-5
|
|
I-5
|
|
I-5
|
|
I-6
|
|
I-9
|
|
I-11
|
|
I-12
|
|
I-17
|
|
I-19
|
|
I-21
|
|
I-22
|
|
I-23
|
Part II
|
II-1
|
Detailed Part II table of contents precedes page II-1
|
|
Definitions
“1933
Act” – the Securities Act of 1933, as amended
“1934
Act” – the Securities Exchange Act of 1934, as amended
“1940
Act” – the Investment Company Act of 1940, as amended
“Administrator”
or “Custodian” or “Transfer Agent” or “BNYM” – The Bank of New York Mellon, 240 Greenwich
Street, New York, New York 10286
“Advisor”
or “DBX” – DBX Advisors LLC, 345 Park Avenue, New York, New York 10154
“ALPS”
or “Distributor” – ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203
“Board”
– Board of Trustees of the Trust
“Board
Members” – Members of the Board of Trustees of the Trust
“Business
Day” – any day on which the Exchange on which the fund is listed for trading is open for business
“Cash
Component” – deposit of a specified cash payment
“Creation
Units” – shares that have been aggregated into blocks
“Code”
– the Internal Revenue Code of 1986, as amended
“DTC”
– Depository Trust Company
“DWS”
– refers to the asset management activities conducted by DWS Group GmbH & Co. KGaA or any of its subsidiaries, including
the Advisor and other affiliated investment advisors
“ETF”
– exchange-traded fund
“Exchange”
– Cboe BZX Exchange, Inc. or NYSE Arca, Inc. as the context may require
“Fitch”
– Fitch Ratings, an NRSRO
“Fund
Legal Counsel” – Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036
“fund”
or “series” – Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF, Xtrackers Investment Grade Bond
- Interest Rate Hedged ETF, Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF and/or Xtrackers Municipal Infrastructure
Revenue Bond ETF as the context may require
“Independent
Board Members”– Board Members who are not interested persons (as defined in the 1940 Act) of the fund, the investment
advisor or the distributor
“Independent
Registered Public Accounting Firm” – Ernst & Young LLP, 5 Times Square, New York, New York 10036
“Independent
Trustee Legal Counsel” – K&L Gates LLP, 1601 K Street, NW, Washington, DC 20006
“IOPV”
– Indicative Optimized Portfolio Value
“Moody’s”
– Moody’s Investors Service, Inc., an NRSRO
“NRSRO”
– a nationally recognized statistical rating organization
“S&P”
– S& P Global Ratings, an NRSRO
“SEC”
– the Securities and Exchange Commission
“Shares”
– shares of beneficial interest registered under the 1933 Act
“Trust”
– DBX ETF Trust
“Underlying
Index” – a specified benchmark index
“Unitary
Advisory Fee” – fee payable to the Advisor for its services under the Investment Advisory Agreement with each fund
and the Advisor’s commitment to pay substantially all expenses of each fund, including the cost of transfer agency, custody,
fund administration, compensation paid to the Independent Board Members, legal, audit and other services, except for the fee payments
to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund fees and expenses, taxes, brokerage expenses,
distribution fees or expenses (if any), litigation expenses and other extraordinary expenses
“funds”
– the US registered investment companies advised by DBX
Fund
Organization
DBX
ETF Trust was organized as a Delaware statutory trust on October 7, 2010 and is authorized to have multiple series or portfolios.
The Trust is an open-end management investment company registered with the SEC under the 1940 Act.
Effective
October 2, 2017, the Board of Trustees approved changes to the names of each fund currently comprising the Trust. Deutsche X-trackers
High Yield Corporate Bond – Interest Rate Hedged ETF was renamed Xtrackers High Yield Corporate Bond – Interest Rate
Hedged ETF; Deutsche X-trackers Investment Grade Bond – Interest Rate Hedged ETF was renamed Xtrackers Investment Grade
Bond – Interest Rate Hedged ETF; Deutsche X-trackers Emerging Markets Bond – Interest Rate Hedged ETF was renamed
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF; and Deutsche X-trackers Municipal Infrastructure Revenue Bond
ETF was renamed Xtrackers Municipal Infrastructure Revenue Bond ETF.
Management
of each Fund
Board
Members and Officers’ Identification and Background
The
identification and background of the Board Members and officers are set forth in Part II—Appendix II-A.
Board
Committees and Compensation
Compensation
paid to the Independent Board Members, for certain specified periods is set forth in Part I— Appendix I-C. Information
regarding the committees of the Board is set forth in Part I—Appendix I-B.
Board
Member Share Ownership and Control Persons
Information
concerning the ownership of fund shares by Board Members and officers, as a group, as well as the dollar range value of each Board
Member’s share ownership in each fund and, on an aggregate basis, in all Xtrackers funds overseen by them, by investors
who control the fund, if any, and by investors who own 5% or more of fund shares, if any, is set forth in Part I— Appendix
I-A.
Portfolio
Management
Information
regarding each fund’s portfolio managers, including other accounts managed, compensation, ownership of fund shares and possible
conflicts of interest, is set forth in Part I—Appendix I-D and Part II – Appendix II-B.
Service
Provider Compensation
Compensation
paid by each fund for investment advisory services and other expenses through the Unitary Advisory Fee is set forth in Part
I—Appendix I-E. The service provider compensation is not applicable to new funds that have not completed a fiscal reporting
period. Fee rates are included in Part II – Appendix II-C.
Portfolio
Transactions, Brokerage Commissions and Securities Lending Activities
Portfolio
Turnover
The
portfolio turnover rates for the two most recent fiscal years are set forth in Part I—Appendix I-F. This section
does not apply to new funds that have not completed a fiscal reporting period.
Brokerage
Commissions
Total
brokerage commissions paid by each fund for the three most recent fiscal years are set forth in Part I— Appendix I-F.
This section does not apply to new funds that have not completed a fiscal reporting period.
Each
fund's policy with respect to portfolio transactions and brokerage is set forth under “Portfolio Transactions” in
Part II of this SAI.
Securities
Lending Activities
Information
regarding securities lending activities of each fund, if any, during its most recent fiscal year is set forth in Part I—Appendix
I-H.
Additional
information regarding securities lending in general is set forth under “Lending of Portfolio Securities” in Part
II of this SAI.
Investments
Investments,
Practices and Techniques, and Risks
Part
I—Appendix I-G includes a list of the investments, practices and techniques, and risks
which each fund may employ (or be subject to) in pursuing its investment objective. Part II—Appendix II-E includes
a description of these investments, practices and techniques, and risks.
Investment
Restrictions
It
is possible that certain investment practices and/or techniques may not be permissible for a fund based on its investment restrictions,
as described herein.
Diversification
Status. Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF and Xtrackers Emerging
Markets Bond – Interest Rate Hedged ETF are classified as “non-diversified” under the 1940 Act. A non-diversified
fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be invested in the securities
of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries) may dominate the
underlying index of such a fund and, consequently, the fund’s investment portfolio. This may adversely affect the fund’s
performance or subject the fund’s shares to greater price volatility than that experienced by more diversified investment
companies.
Xtrackers
Investment Grade Bond - Interest Rate Hedged ETF and Xtrackers Municipal Infrastructure Revenue Bond ETF are classified as “diversified”
under the 1940 Act.
Currently,
under the 1940 Act, a “non-diversified” investment company is a fund that is not “diversified,” and for
a fund to be classified as a “diversified” investment company, at least 75% of the value of the fund’s total
assets must be represented by cash and cash items (including receivables), government securities, securities of other investment
companies, and securities of other issuers, which for the purposes of this calculation are limited in respect of any one issuer
to an amount (valued at the time of investment) not greater than 5% of the fund’s total assets and to not more than 10%
of the outstanding voting securities of such issuer. Pursuant to certain SEC staff positions, if a non-diversified fund’s
investments are in fact “diversified” under the 1940 Act for a period of three years, the fund may be considered “diversified”
and may not be able to convert to a non-diversified fund without the approval of shareholders.
Fundamental Policies
The
following fundamental policies may not be changed without the approval of a majority of the outstanding voting securities of a
fund which, under the 1940 Act and the rules thereunder and as used in this SAI, means the lesser of (1) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of a fund are present
or represented by proxy, or (2) more than 50% of the outstanding voting securities of a fund.
As
a matter of fundamental policy, a fund may not do any of the following:
(1)
|
concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that a fund will concentrate to the extent that its underlying
index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase
agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political sub-divisions are not considered to be issued by members of any industry;
|
(2)
|
borrow money, except that (i) each fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise require the untimely disposition
of securities; and (ii) each fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and similar investment
strategies and techniques; to the extent that it engages in transactions described in (i) and (ii), each fund will be limited so that no more than 33 1/3% of the value of its total assets (including the amount
borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law;
|
(3)
|
issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from
time to time;
|
(4)
|
make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
|
(5)
|
purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this restriction shall not prevent each fund from investing in securities of companies engaged in the
real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent each fund from trading in futures contracts
and options on futures contracts, including options on currencies to the extent consistent with each fund’s investment objectives and policies); or
|
(6)
|
engage in the business of underwriting securities issued by other persons except, to the extent that each fund may technically be deemed to be an underwriter under the 1933 Act, the
disposing of portfolio securities.
|
For purposes of the
concentration policy in investment restriction (1), municipal securities with payments of principal or interest backed by the revenue of a specific project are considered to be issued by a member of the industry which
includes such specific project.
Senior securities may include
any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits a fund from issuing senior securities, although it provides allowances for certain borrowings and
certain other investments, such as short sales, reverse repurchase agreements, and firm commitment agreements, when such investments are “covered” or with appropriate earmarking or segregation of assets to
cover such obligations.
Under the 1940 Act, an
investment company may only make loans if expressly permitted by its investment policies.
As a matter of fundamental policy,
the Xtrackers Municipal Infrastructure Revenue Bond ETF will:
Under normal circumstances,
have at least 80% of its net assets (plus the amount of any borrowings for investment purposes) invested in securities of municipalities across the United States which are classified as “municipal infrastructure
revenue” bonds based on the Underlying Index’s criteria, as well as in other securities
whose income is free from regular federal
income tax. The fund considers any investments in municipal securities that pay interest subject to the AMT as part of the 80% of the fund’s net assets that must be invested in municipal securities.
Non-Fundamental Policies
The
Board has adopted certain additional non-fundamental policies and restrictions which are observed in the conduct of a fund’s
affairs. They differ from fundamental investment policies in that they may be changed or amended by action of the Board without
requiring prior notice to, or approval of, the shareholders.
As a matter of non-fundamental
policy, a fund may not do any of the following:
(1)
|
sell securities short, unless the fund owns or has the right to obtain securities equivalent in-kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures
contracts, options on futures contracts or other derivative instruments are not deemed to constitute selling securities short;
|
(2)
|
purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts,
options on futures contracts or other derivative instruments shall not constitute purchasing securities on margin;
|
(3)
|
purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act;
|
(4)
|
invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the fund may invest in the securities of issuers that engage in these activities); and
|
(5)
|
invest in illiquid securities if, as a result of such investment, more than 15% of the fund’s net assets would be invested in illiquid securities.
|
If any percentage restriction
described above is complied with at the time of investment, a later increase or decrease in percentage resulting from any change in value or total or net assets will not constitute a violation of such restriction,
except that fundamental limitation (2) will be observed continuously in accordance with applicable law.
For
purposes of non-fundamental policy (5), an illiquid security is any investment that the fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days without the sale or disposition significantly changing the
market value of the investment.
Each
fund has adopted a non-fundamental investment policy such that each fund may invest in shares of other open-end management investment
companies or unit investment trusts subject to the limitations of Section 12(d)(1) of the 1940 Act, including the rules, regulations
and exemptive orders obtained thereunder; provided, however, that if a fund has knowledge that its Shares are purchased by another
investment company investor in reliance on the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act, each
fund will not acquire any securities of other open-end management investment companies or unit investment trusts in reliance on
the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act.
Taxes
Important
information concerning the tax consequences of an investment in each fund is contained in Part II— Appendix II-F.
Independent
Registered Public Accounting Firm, Reports to Shareholders and Financial Statements
The
financial highlights of each fund included in its prospectus and financial statements incorporated by reference into this SAI
have been so included or incorporated by reference in reliance on the report of Ernst & Young LLP, 5 Times Square, New York,
New York 10036. Ernst & Young LLP is an independent registered public accounting firm. The report is given on the authority
of said firm as experts in auditing and accounting. The independent registered public accounting firm audits the financial statements
of each fund and provides other audit, tax and related services. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
The
financial statements, together with the report of the Independent Registered Public Accounting Firm, financial highlights and
notes to financial statements in the Annual Report to the Shareholders of each fund, dated May 31, 2019, are incorporated herein
by reference and are hereby deemed to be a part of this combined SAI.
Additional
Information
For
information on exchange, CUSIP numbers and fund fiscal year end information, see Part I—Appendix I-I.
Part
I: Appendix I-A—Board Member Share Ownership and Control Persons
Board
Member Share Ownership in each fund
The
following tables show the dollar range of equity securities beneficially owned by each current Board Member in each fund and in
Xtrackers funds as of December 31, 2018.
Dollar
Range of Beneficial Ownership(1)
Board Member
|
Xtrackers High Yield Corporate
Bond – Interest
Rate Hedged
ETF
|
Xtrackers Investment
Grade Bond – Interest
Rate Hedged
ETF
|
Xtrackers Emerging
Markets
Bond – Interest
Rate
Hedged ETF
|
Xtrackers Municipal Infrastructure
Revenue Bond ETF
|
Independent Board
Member:
|
Stephen R. Byers
|
None
|
None
|
None
|
None
|
George O. Elston
|
None
|
None
|
None
|
None
|
J. David Officer
|
None
|
None
|
None
|
None
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
None
|
None
|
None
|
Aggregate
Dollar Range of Beneficial Ownership(1)
|
Funds Overseen by
Board Member in the
Xtrackers Funds
|
Independent Board
Member:
|
Stephen R. Byers
|
$50,001 - $100,000
|
George O. Elston
|
None
|
J. David Officer
|
$10,001 - $50,000
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
|
Ownership
in Securities of the Advisor and Related Companies
As
reported to each fund, the information in the table below reflects ownership by the current Independent Board Members and their
immediate family members of certain securities as of December 31, 2018. An immediate family member can be a spouse, children residing
in the same household, including step and adoptive children, and any dependents. The securities represent ownership in the Advisor
or Distributor and any persons (other than a registered investment company) directly or indirectly controlling, controlled by,
or under common control with the Advisor (including Deutsche Bank AG and DWS Group) or the Distributor.
Independent
Board Member
|
Owner and
Relationship to
Board Member
|
Company
|
Title of
Class
|
Value of
Securities on an
Aggregate Basis
|
Percent of
Class on an
Aggregate Basis
|
Stephen R. Byers
|
|
None
|
|
|
|
George O. Elston
|
|
None
|
|
|
|
J. David Officer
|
|
None
|
|
|
|
Control
Persons and Principal Holders of Securities
As
of August 30, 2019, all Board Members and officers owned, as a group, less than 1% of the outstanding shares of a fund.
Although
the fund does not have information concerning the beneficial ownership of shares held in the names of DTC participants, the following
table identifies those DTC participants who owned of record 5% or more of a fund’s shares as of August 30, 2019:
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423E. Lincoln Drive
Phoenix, AZ 85016-1215
|
41.88%
|
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
|
16.64%
|
J.P. Morgan Clearing Corp.
500 Stanton Christiana Rd.
Newark, Delaware 19713
|
7.03%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
6.97%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
6.95%
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Name and Address
|
Percentage Ownership
|
FOLIOfn Investments, Inc.
8180 Greensboro Drive, 8th Floor
McLean, VA 22102
|
19.70%
|
Bank of America
200 N. College Street
Charlotte, NC 28255
|
17.63%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
15.79%
|
J.P. Morgan Clearing Corp.
500 Stanton Christiana Rd.
Newark, Delaware 19713
|
12.97%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
7.87%
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Name and Address
|
Percentage Ownership
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
87.91%
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Name and Address
|
Percentage Ownership
|
Charles Schwab & Co., Inc.
2423E. Lincoln Drive
Phoenix, AZ 85016-1215
|
26.31%
|
Merrill Lynch, Pierce, Fenner & Smith Inc.
101 Hudson St.
Jersey City, NJ 07302-3997
|
17.02%
|
National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
|
10.59%
|
Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
|
9.77%
|
TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
|
6.37%
|
Folio Investments, Inc.
8180 Greenboro Dr., 8th Fl.
McClean, VA 22102
|
5.50%
|
Part
I: Appendix I-B—Board Committees and Meetings
Board
Leadership, Structure and Oversight Responsibilities
Board
Structure. The Board of the Xtrackers funds is responsible for oversight of the funds, including
oversight of the duties performed by the Advisor for the funds under the investment advisory agreement (the “Investment
Advisory Agreement”). The Board generally meets in regularly-scheduled meetings four times a year and may meet more often
as required.
Mr.
Byers serves as Chairman of the Board. The Board is comprised of a super-majority (75 percent) of Independent Board Members. The
Independent Board Members are advised by Independent Trustee Legal Counsel and are represented by such Independent Trustee Legal
Counsel at Board and committee meetings. The chairmen of the Audit Committee and Nominating Committee (each of which consists
solely of Independent Board Members) serve as liaisons between the Advisor and other service providers and the other Independent
Board Members. Each such chairman is an Independent Board Member.
The
Board regularly reviews its committee structure and membership and believes that its current structure is appropriate based on
the fact that the Independent Board Members constitute a super-majority of the Board, the role of the committee chairmen (who
are Independent Board Members), the assets and number of funds overseen by the Board Members, as well as the nature of each fund’s
business as an ETF, which is managed to track the performance of a specified index.
Risk
Oversight. The Xtrackers funds are subject to a number of risks, including operational, investment
and compliance risks. The Board, directly and through its committees, as part of its oversight responsibilities, oversees the
services provided by the Advisor and the Trust’s other service providers in connection with the management and operations
of the funds, as well as their associated risks. Under the oversight of the Board, the Trust, the Advisor and other service providers
have adopted policies, procedures and controls to address these risks.
The
Board, directly and through its committees, receives and reviews information from the Advisor, other service providers, the Trust’s
Independent Registered Public Accounting Firm and Independent Trustee Legal Counsel to assist it in its oversight responsibilities.
This information includes, but is not limited to, reports regarding the funds’ investments, including fund performance and
investment practices, valuation of fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed
changes to, the funds’ investment objectives, policies and restrictions, and reviews any areas of non-compliance with the
funds’ investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial
reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight,
the Board reviews the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures
of the Trust and its service providers, proposed changes to the policies and procedures and quarterly reports on any material
compliance issues that arose during the period.
Board
Committees. The Board has two standing committees, the Audit Committee and the Nominating Committee,
and has delegated certain responsibilities to those committees.
Name of Committee
|
Number of
Meetings in Last
Fiscal Year
|
Functions
|
Current Board Members
|
AUDIT COMMITTEE
|
3
|
The Audit Committee has the responsibility,
among other things, to: (i) approve the selection, retention, termination and compensation of the Trust’s Independent
Registered Public Accounting Firm; (ii) review the scope of the Independent Registered Public Accounting Firm’s audit
activity; (iii) review the audited financial statements; and (iv) review with such Independent Registered Public Accounting
Firm the adequacy and the effectiveness of the Trust’s internal controls.
|
George O. Elston (Chairman),
Stephen R. Byers and J. David Officer
|
NOMINATING COMMITTEE
|
0
|
The Nominating Committee has
the responsibility, among other things, to identify and recommend individuals for Board membership, and evaluate candidates
for Board membership. The Board will consider recommendations for Board Members from shareholders. Nominations from shareholders
should be in writing and sent to the Board, to the attention of the Chairman of the Nominating Committee, as described in
Part II SAI Appendix II-A under the caption “Shareholder Communications to the Board.”
|
J. David Officer (Chairman),
Stephen R. Byers and George O. Elston
|
Part
I: Appendix I-C—Board Member Compensation
Each
Independent Board Member receives compensation for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairman. No additional compensation is paid to any Independent Board Member for
travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association
committees, participation as speakers at directors’ conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits or health
insurance from a fund or any fund in the Xtrackers fund complex.
Board
Members who are officers, directors, employees or stockholders of DBX or its affiliates receive no direct compensation from the
fund, although they are compensated as employees of DBX, or its affiliates, and as a result may be deemed to participate in fees
paid by a fund. The following table shows, for each current Independent Board Member, the aggregate compensation from all of the
funds in the Xtrackers fund complex during calendar year 2018.
Total
Compensation from Xtrackers Fund Complex
Board Member
|
Total Compensation from the
Xtrackers Fund Complex(1)
|
Independent Board
Member:
|
Stephen R. Byers(2)
|
$169,500
|
George O. Elston(3)
|
$154,500
|
J. David Officer
|
$144,500
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 38 funds
as of December 31, 2018.
|
(2)
|
Includes $25,000 in annual retainer fees received by Mr. Byers as Chairman of the Xtrackers funds.
|
(3)
|
Includes $15,000 in annual retainer fees received by Mr. Elston as Chairman of the Audit
Committee.
|
Part
I: Appendix I-D—Portfolio Management
Fund
Ownership of Portfolio Managers
The
following table shows the dollar range of fund shares owned beneficially and of record by the portfolio management team, including
investments by their immediate family members sharing the same household and amounts invested through retirement and deferred
compensation plans. This information is provided as of each fund's most recent fiscal year end.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Brandon Matsui
|
$1 - $10,000
|
Tanuj Dora
|
$0
|
Alexander Bridgeforth
|
$1 - $10,000
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Brandon Matsui
|
$0
|
Tanuj Dora
|
$0
|
Alexander Bridgeforth
|
$0
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Brandon Matsui
|
$0
|
Tanuj Dora
|
$0
|
Alexander Bridgeforth
|
$0
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$10,001 - $50,000
|
Brandon Matsui
|
$50,001 - $100,000
|
Tanuj Dora
|
$10,001 - $50,000
|
Alexander Bridgeforth
|
$0
|
Conflicts
of Interest
In
addition to managing the assets of each fund, a portfolio manager may have responsibility for managing other client accounts of
the Advisor or its affiliates. The tables below show, per portfolio manager, the number and asset size of: (1) SEC registered
investment companies (or series thereof) other than each fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by a portfolio manager. Total
assets attributed to a portfolio manager in the tables below include total assets of each account managed, although a portfolio
manager may only manage a portion of such account’s assets. For a
fund
subadvised by subadvisors unaffiliated with the Advisor, total assets of funds managed may only include assets allocated to the
portfolio manager and not the total assets of a fund managed. The tables also show the number of performance-based fee accounts,
as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information
is provided as of each fund's most recent fiscal year end.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,016,358,466
|
0
|
$0
|
Brandon Matsui
|
9
|
$3,242,241,911
|
0
|
$0
|
Tanuj Dora
|
9
|
$3,242,241,911
|
0
|
$0
|
Alexander Bridgeforth
|
9
|
$3,242,241,911
|
0
|
$0
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,015,960,975
|
0
|
$0
|
Brandon Matsui
|
9
|
$3,241,844,421
|
0
|
$0
|
Tanuj Dora
|
9
|
$3,241,844,421
|
0
|
$0
|
Alexander Bridgeforth
|
9
|
$3,241,844,421
|
0
|
$0
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$12,015,940,666
|
0
|
$0
|
Brandon Matsui
|
9
|
$3,241,824,111
|
0
|
$0
|
Tanuj Dora
|
9
|
$3,241,824,111
|
0
|
$0
|
Alexander Bridgeforth
|
9
|
$3,241,824,111
|
0
|
$0
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,954,986,686
|
0
|
$0
|
Brandon Matsui
|
9
|
$3,180,870,131
|
0
|
$0
|
Tanuj Dora
|
9
|
$3,180,870,131
|
0
|
$0
|
Alexander Bridgeforth
|
9
|
$3,180,870,131
|
0
|
$0
|
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Brandon Matsui
|
0
|
$0
|
0
|
$0
|
Tanuj Dora
|
0
|
$0
|
0
|
$0
|
Alexander Bridgeforth
|
0
|
$0
|
0
|
$0
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Brandon Matsui
|
0
|
$0
|
0
|
$0
|
Tanuj Dora
|
0
|
$0
|
0
|
$0
|
Alexander Bridgeforth
|
0
|
$0
|
0
|
$0
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Brandon Matsui
|
0
|
$0
|
0
|
$0
|
Tanuj Dora
|
0
|
$0
|
0
|
$0
|
Alexander Bridgeforth
|
0
|
$0
|
0
|
$0
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Brandon Matsui
|
0
|
$0
|
0
|
$0
|
Tanuj Dora
|
0
|
$0
|
0
|
$0
|
Alexander Bridgeforth
|
0
|
$0
|
0
|
$0
|
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Brandon Matsui
|
4
|
$344,221,188
|
0
|
$0
|
Tanuj Dora
|
4
|
$344,221,188
|
0
|
$0
|
Alexander Bridgeforth
|
4
|
$344,221,188
|
0
|
$0
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Brandon Matsui
|
4
|
$344,221,188
|
0
|
$0
|
Tanuj Dora
|
4
|
$344,221,188
|
0
|
$0
|
Alexander Bridgeforth
|
4
|
$344,221,188
|
0
|
$0
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Brandon Matsui
|
4
|
$344,221,188
|
0
|
$0
|
Tanuj Dora
|
4
|
$344,221,188
|
0
|
$0
|
Alexander Bridgeforth
|
4
|
$344,221,188
|
0
|
$0
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Brandon Matsui
|
4
|
$344,221,188
|
0
|
$0
|
Tanuj Dora
|
4
|
$344,221,188
|
0
|
$0
|
Alexander Bridgeforth
|
4
|
$344,221,188
|
0
|
$0
|
In
addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings
that are similar to, or the same as, those of each fund. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio
managers and other “access persons” to invest in securities that may be recommended or traded in each fund and other
client accounts.
Part
I: Appendix I-E—Service Provider Compensation
Under
each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially all expenses of the fund, including
the cost of transfer agency, custody, fund administration, compensation paid to the Independent Trustees, legal, audit and other
services, except for the fee payments to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund
fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other extraordinary
expenses.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019(1)
|
$21,206
|
$12,477
|
2018
|
$29,622
|
$1,874
|
2017(2)
|
$36,560
|
$0
|
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019
|
$22,540
|
$43
|
2018
|
$19,622
|
$0
|
2017(3)
|
$12,062
|
$0
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019
|
$35,427
|
$33
|
2018
|
$36,751
|
$0
|
2017(4)
|
$28,933
|
$0
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019(1)
|
$148,481
|
$17,552
|
2018
|
$182,537
|
$0
|
2017(5)
|
$170,622
|
$0
|
(1)
Effective February 12, 2019, the Advisor’s Unitary Advisory Fee
rate was reduced from 0.30% to 0.15% of the fund’s average daily net assets. Beginning November 30, 2018 through February
12, 2019, however, the Advisor received a reduced Unitary Advisory Fee due to a voluntary expense limitation in effect during
that period that limited the fund’s operating expenses to 0.15% of the fund’s average daily net assets.
(2)
TDAM USA Inc., the fund’s Subadvisor through September 13, 2016,
received $981.
(3)
TDAM USA Inc., the fund’s Subadvisor through September 13, 2016,
received $521.
(4)
TDAM USA Inc., the fund’s Subadvisor through September 13, 2016,
received $667.
(5)
Deutsche Investment Management Americas Inc., the fund’s Subadvisor
through May 12, 2017, received $26,855.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
The
following waiver is currently in effect:
The
Advisor has contractually agreed through September 30, 2020 to waive fees and/or reimburse the fund’s expenses to limit
the fund’s current operating expenses (except for interest expense, taxes, brokerage expenses, distribution fees or expenses,
litigation expenses and other extraordinary expenses) by an amount equal to the Acquired Fund Fees and Expenses attributable to
the fund’s investments in the Underlying Funds. This agreement may only be terminated by the fund’s Board (and may
not be terminated by the Advisor) prior to that time.
Part
I: Appendix I-F—Portfolio Transactions and Brokerage Commissions
Variations
to a fund’s portfolio turnover rate may be due to, among other things, a fluctuating volume of shareholder purchase and
redemption orders, market conditions, and/or changes in the Advisor's investment outlook. The amount of brokerage commissions
paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or
portfolio turnover.
Portfolio
Turnover Rates
Fund
|
2019
|
2018
|
Xtrackers High Yield Corporate Bond – Interest
Rate Hedged ETF
|
19%
|
50%
|
Xtrackers Investment Grade Bond – Interest
Rate Hedged ETF
|
25%
|
33%
|
Xtrackers Emerging Markets Bond – Interest
Rate Hedged ETF
|
31%
|
48%
|
Xtrackers Municipal Infrastructure
Revenue Bond ETF
|
25%
|
28%
|
Brokerage
Commissions
|
Fiscal
Year
|
Brokerage Commissions
Paid by Fund
|
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
|
2019
|
$61
|
|
2018
|
$691
|
|
2017
|
$96
|
Xtrackers Investment Grade Bond – Interest Rate Hedged ETF
|
2019
|
$0
|
|
2018
|
$0
|
|
2017
|
$13
|
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
|
2019
|
$0
|
|
2018
|
$0
|
|
2017
|
$0
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
2019
|
$0
|
|
2018
|
$0
|
|
2017
|
$0
|
Brokerage
Commissions Paid to Affiliated Brokers
No
trades were effected for the accounts with broker dealers that are affiliated with the Advisor or Subadvisor, if applicable, as
of the end of its most recent fiscal year.
Listed
below are the regular brokers or dealers (as such term is defined in the 1940 Act) of each fund whose securities each fund held
as of the end of its most recent fiscal year and the dollar value of such securities.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
BofA Securities, Inc.
|
$132,771
|
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
CitiGroup Global Markets Inc.
|
$127,595
|
Credit Suisse Securities (USA) LLC
|
$67,821
|
Deutsche Bank Securities, Inc.
|
$19,488
|
Goldman Sachs & Co.
|
$130,776
|
Morgan Stanley & Co. LLC
|
$114,442
|
Wells Fargo Securities, LLC
|
$171,011
|
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
Municipal Infrastructure Revenue Bond ETF
The
fund did not hold any securities of its regular brokers or dealers.
Transactions
for Research Services
No
transactions or related commissions were allocated to broker-dealer firms for research services.
Part
I: Appendix I-G—Investments, Practices and Techniques, and Risks
Below
is a list of headings related to investments, practices and techniques, and risks which are further described in Appendix II-E.
Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF (and the Xtrackers funds in which the fund invests)
Borrowing
Commodity
Pool Operator Exclusion
Derivatives
Fixed
Income Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short
Sales
Short-Term
Instruments and Temporary Investments
Special Taxation Risks for Funds that Invest in Underlying Funds
Tax
Risks
Xtrackers
Investment Grade Bond – Interest Rate Hedged ETF
Borrowing
Commodity
Pool Operator Exclusion
Derivatives
Fixed
Income Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short
Sales
Short-Term
Instruments and Temporary Investments
Tax
Risks
Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF
Borrowing
Commodity
Pool Operator Exclusion
Derivatives
Fixed
Income Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short
Sales
Short-Term
Instruments and Temporary Investments
Tax
Risks
Xtrackers
Municipal Infrastructure Revenue Bond ETF
Commodity
Pool Operator Exclusion
Delayed
Delivery Transactions
Fixed
Income Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Municipal
Securities Risk
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Tax
Risks
Part
I: Appendix I-H—Securities Lending Activities
Pursuant
to an agreement between each fund and BNYM, BNYM is responsible for the administration and management of each fund’s securities
lending program, including the negotiation of the terms and conditions of any securities loan, ensuring that securities loans
are properly coordinated and documented with each fund’s custodian, ensuring that loaned securities are daily valued and
that the corresponding required cash collateral is delivered by the borrower(s), arranging for the investment of cash collateral
and arranging for the return of loaned securities upon the termination of the loan.
The
dollar amounts of income and fees and compensation paid to all service providers related to fund that participated in securities
lending activities during the fiscal year ended May 31, 2019 were as follows:
Xtrackers
Municipal Infrastructure Revenue Bond ETF
The
fund had no securities lending activity during its most recent fiscal year.
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers
High Yield
Corporate
Bond –
Interest
Rate
Hedged
ETF
|
Xtrackers
Investment Grade
Bond -
Interest Rate
Hedged ETF
|
Xtrackers
Emerging Markets
Bond -
Interest Rate
Hedged ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$8,318
|
$502
|
$380
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$1,345
|
$56
|
$16
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
—
|
—
|
Administrative fees not included in revenue split
|
—
|
—
|
—
|
Indemnification fees not included in revenue split
|
—
|
—
|
—
|
Rebate (paid to borrower)
|
$70
|
$120
|
$192
|
Rebate (from borrower)
|
$10,980
|
$419
|
$37
|
Other fees not included in revenue split
|
—
|
—
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$9,565
|
$243
|
$170
|
Net income from securities lending
activities
|
$17,883
|
$745
|
$209
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Part
I: Appendix I-I—Additional Information
Fund and its Fiscal Year End
|
Exchange
|
CUSIP Number
|
Xtrackers High Yield Corporate Bond – Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.
|
233051747
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Investment Grade Bond – Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.
|
233051739
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF
|
Cboe BZX Exchange, Inc.
|
233051713
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
NYSE Arca, Inc.
|
233051705
|
Fiscal Year End: 5/31
|
|
|
Statement of
Additional Information
October 1, 2019
DBX
ETF TRUST
Xtrackers Harvest CSI 300 China A-Shares ETF
|
NYSE Arca, Inc.: ASHR
|
Xtrackers MSCI China A Inclusion Equity ETF
|
NYSE Arca, Inc.: ASHX
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
NYSE Arca, Inc.: ASHS
|
Xtrackers MSCI All China Equity ETF
|
NYSE Arca, Inc.: CN
|
This
combined Statement of Additional Information (“SAI”) is not a prospectus and should be read in conjunction with the
prospectus for each fund dated October 1, 2019, as supplemented, a copy of which may be obtained without charge by calling 1-855-329-3837
(1-855-DBX-ETFS); by visiting www.Xtrackers.com (the Web site does not form a part of this SAI); or by writing to the Trust’s
distributor, ALPS Distributors, Inc. (the “Distributor”), 1290 Broadway, Suite 1100, Denver, Colorado 80203. This
SAI is incorporated by reference into the prospectus.
Portions
of the Annual Report to Shareholders of each fund are incorporated herein by reference, and are hereby deemed to be part of this
SAI. Reports to Shareholders may also be obtained without charge by calling the number provided in the preceding paragraph.
This
SAI is divided into two Parts—Part I and Part II. Part I contains information that is specific to each fund, while Part
II contains information that generally applies to each of the funds in the Xtrackers funds.
Statement
of Additional Information (SAI)—Part I
|
Page
|
|
I-1
|
|
I-1
|
|
I-2
|
|
I-2
|
|
I-2
|
|
I-3
|
|
I-3
|
|
I-5
|
|
I-5
|
|
I-5
|
|
I-6
|
|
I-9
|
|
I-11
|
|
I-12
|
|
I-16
|
|
I-18
|
|
I-20
|
|
I-21
|
|
I-22
|
Part II
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II-1
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Detailed Part II table of contents precedes page II-1
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Definitions
“1933
Act” – the Securities Act of 1933, as amended
“1934
Act” – the Securities Exchange Act of 1934, as amended
“1940
Act” – the Investment Company Act of 1940, as amended
“Administrator”
or “Custodian” or “Transfer Agent” or “BNYM” – The Bank of New York Mellon, 240 Greenwich
Street, New York, New York 10286
“Advisor”
or “DBX” – DBX Advisors LLC, 345 Park Avenue, New York, New York 10154
“ALPS”
or “Distributor” – ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203
“Board”
– Board of Trustees of the Trust
“Board
Members” – Members of the Board of Trustees of the Trust
“Business
Day” – any day on which the Exchange on which the fund is listed for trading is open for business
“Cash
Component” – deposit of a specified cash payment
“Creation
Units” – shares that have been aggregated into blocks
“Code”
– the Internal Revenue Code of 1986, as amended
“DTC”
– Depository Trust Company
“DWS”
– refers to the asset management activities conducted by DWS Group GmbH & Co. KGaA or any of its subsidiaries, including
the Advisor and other affiliated investment advisors
“Subadvisor”
or “HGI” – Harvest Global Investments Limited, 31/F One Exchange Square, 8 Connaught Place, Central, Hong Kong
“ETF”
– exchange-traded fund
“Exchange”
– NYSE Arca, Inc.
“Fitch”
– Fitch Ratings, an NRSRO
“Fund
Legal Counsel” – Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036
“fund”
or “series” – Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers Harvest CSI 500 China A-Shares Small Cap
ETF, Xtrackers MSCI China A Inclusion Equity ETF and/or Xtrackers MSCI All China Equity ETF as the context may require
“Independent
Board Members”– Board Members who are not interested persons (as defined in the 1940 Act) of the fund, the investment
advisor or the distributor
“Independent
Registered Public Accounting Firm” – Ernst & Young LLP, 5 Times Square, New York, New York 10036
“Independent
Trustee Legal Counsel” – K&L Gates LLP, 1601 K Street, NW, Washington, DC 20006
“IOPV”
– Indicative Optimized Portfolio Value
“Moody’s”
– Moody’s Investors Service, Inc., an NRSRO
“NRSRO”
– a nationally recognized statistical rating organization
“S&P”
– S& P Global Ratings, an NRSRO
“SEC”
– the Securities and Exchange Commission
“Shares”
– shares of beneficial interest registered under the 1933 Act
“Trust”
– DBX ETF Trust
“Underlying
Index” – a specified benchmark index
“Unitary
Advisory Fee” – fee payable to the Advisor for its services under the Investment Advisory Agreement with each fund
and the Advisor’s commitment to pay substantially all expenses of each fund, including the payments to the subadvisor (as
applicable), the cost of transfer agency, custody, fund administration, compensation paid to the Independent Board Members, legal,
audit and other services, except for the fee payments to the Advisor under the Investment Advisory Agreement, interest expense,
acquired fund fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other
extraordinary expenses
“funds”
– the US registered investment companies advised by DBX
Fund
Organization
DBX
ETF Trust was organized as a Delaware statutory trust on October 7, 2010 and is authorized to have multiple series or portfolios.
The Trust is an open-end management investment company registered with the SEC under the 1940 Act.
Effective
August 11, 2014, the Board of Trustees approved changes to the names of each fund currently comprising the Trust. db X-trackers
Harvest CSI 300 China A-Shares ETF was renamed Deutsche X-trackers Harvest CSI 300 China A-Shares ETF; db X-trackers Harvest CSI
500 China A-Shares Small Cap Fund was renamed Deutsche X-trackers Harvest CSI 300 China A-Shares ETF and db X-trackers Harvest
MSCI All China Equity Fund was renamed Deutsche X-trackers MSCI All China Equity ETF.
Effective
October 2, 2017, the Board of Trustees approved changes to the names of each fund currently comprising the Trust. Deutsche X-trackers
Harvest CSI 300 China A-Shares ETF was renamed Xtrackers Harvest CSI 300 China A-Shares ETF; Deutsche X-trackers Harvest CSI 500
China A-Shares Small Cap ETF was renamed Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF; Deutsche X-trackers CSI 300 China
A-Shares Hedged Equity ETF was renamed Xtrackers CSI 300 China A-Shares Hedged Equity ETF; and Deutsche X-trackers MSCI All China
Equity ETF was renamed Xtrackers MSCI All China Equity ETF.
Effective
June 1, 2018, Xtrackers CSI 300 China A-Shares Hedged Equity ETF was renamed Xtrackers MSCI China A Inclusion Equity ETF.
Management
of each Fund
Board
Members and Officers’ Identification and Background
The
identification and background of the Board Members and officers are set forth in Part II—Appendix II-A.
Board
Committees and Compensation
Compensation
paid to the Independent Board Members, for certain specified periods is set forth in Part I— Appendix I-C. Information
regarding the committees of the Board is set forth in Part I—Appendix I-B.
Board
Member Share Ownership and Control Persons
Information
concerning the ownership of fund shares by Board Members and officers, as a group, as well as the dollar range value of each Board
Member’s share ownership in each fund and, on an aggregate basis, in all Xtrackers funds overseen by them, by investors
who control the fund, if any, and by investors who own 5% or more of fund shares, if any, is set forth in Part I— Appendix
I-A.
Portfolio
Management
Information
regarding each fund’s portfolio managers, including other accounts managed, compensation, ownership of fund shares and possible
conflicts of interest, is set forth in Part I—Appendix I-D and Part II – Appendix II-B.
Service
Provider Compensation
Compensation
paid by each fund for investment advisory services and other expenses through the Unitary Advisory Fee is set forth in Part
I—Appendix I-E. The service provider compensation is not applicable to new funds that have not completed a fiscal reporting
period. Fee rates are included in Part II – Appendix II-C.
Portfolio
Transactions, Brokerage Commissions and Securities Lending Activities
Portfolio
Turnover
The
portfolio turnover rates for the two most recent fiscal years are set forth in Part I—Appendix I-F. This section
does not apply to new funds that have not completed a fiscal reporting period.
Brokerage
Commissions
Total
brokerage commissions paid by each fund for the three most recent fiscal years are set forth in Part I— Appendix I-F.
This section does not apply to new funds that have not completed a fiscal reporting period.
Each
fund's policy with respect to portfolio transactions and brokerage is set forth under “Portfolio Transactions” in
Part II of this SAI.
Securities
Lending Activities
Information
regarding securities lending activities of each fund, if any, during its most recent fiscal year is set forth in Part I—Appendix
I-H.
Additional
information regarding securities lending in general is set forth under “Lending of Portfolio Securities” in Part
II of this SAI.
Investments
Investments,
Practices and Techniques, and Risks
Part
I—Appendix I-G includes a list of the investments, practices and techniques, and risks
which each fund may employ (or be subject to) in pursuing its investment objective. Part II—Appendix II-E includes
a description of these investments, practices and techniques, and risks.
Investment
Restrictions
It
is possible that certain investment practices and/or techniques may not be permissible for a fund based on its investment restrictions,
as described herein.
Diversification
Status. Xtrackers MSCI China A Inclusion Equity ETF and Xtrackers MSCI All China Equity ETF are
classified as “non-diversified” under the 1940 Act. A non-diversified fund is a fund that is not limited by the 1940
Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of a
particular issuer (or securities of issuers in particular industries) may dominate the underlying index of such a fund and, consequently,
the fund’s investment portfolio. This may adversely affect the fund’s performance or subject the fund’s shares
to greater price volatility than that experienced by more diversified investment companies.
Xtrackers
Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF are classified as “diversified”
under the 1940 Act.
Currently,
under the 1940 Act, a “non-diversified” investment company is a fund that is not “diversified,” and for
a fund to be classified as a “diversified” investment company, at least 75% of the value of the fund’s total
assets must be represented by cash and cash items (including receivables), government securities, securities of other investment
companies, and securities of other issuers, which for the purposes of this calculation are
limited
in respect of any one issuer to an amount (valued at the time of investment) not greater than 5% of the fund’s total assets
and to not more than 10% of the outstanding voting securities of such issuer. Pursuant to certain SEC staff positions, if a non-diversified
fund’s investments are in fact “diversified” under the 1940 Act for a period of three years, the fund may be
considered “diversified” and may not be able to convert to a non-diversified fund without the approval of shareholders.
For Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers MSCI China A Inclusion Equity ETF and Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF, in reliance on no-action relief furnished by the SEC, the fund may be diversified or non-diversified at
any given time, based on the composition of the index that the fund seeks to track.
Fundamental Policies
The
following fundamental policies may not be changed without the approval of a majority of the outstanding voting securities of a
fund which, under the 1940 Act and the rules thereunder and as used in this SAI, means the lesser of (1) 67% or more of the voting
securities present at such meeting, if the holders of more than 50% of the outstanding voting securities of a fund are present
or represented by proxy, or (2) more than 50% of the outstanding voting securities of a fund.
As
a matter of fundamental policy, a fund may not do any of the following:
(1)
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concentrate its investments (i.e., invest 25% or more of its total assets in the securities of a particular industry or group of industries), except that a fund will concentrate to the extent that its Underlying
Index concentrates in the securities of such particular industry or group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase
agreements collateralized by U.S. government securities, and securities of state or municipal governments and their political sub-divisions are not considered to be issued by members of any industry; except that
municipal securities with payments of principal or interest backed by revenue of a specific project related to a specific industry are considered to be issued by that industry;
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(2)
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borrow money, except that (i) each fund may borrow from banks for temporary or emergency (not leveraging) purposes, including the meeting of redemption requests which might otherwise
require
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the untimely disposition of securities; and (ii) each fund may, to the extent consistent with its investment policies, enter into repurchase agreements, reverse repurchase agreements, forward roll transactions and
similar investment strategies and techniques; to the extent that it engages in transactions described in (i) and (ii), each fund will be limited so that no more than 33 1/3% of the value of its total assets (including
the amount borrowed) is derived from such transactions. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law;
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(3)
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issue any senior security, except as permitted under the 1940 Act, as amended, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
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(4)
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make loans, except as permitted under the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time;
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(5)
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purchase or sell real estate unless acquired as a result of ownership of securities or other investments (but this restriction shall not prevent each fund from investing in securities of companies engaged in the
real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts (but this restriction shall not prevent each fund from trading in futures contracts
and options on futures contracts, including options on currencies to the extent consistent with each fund’s investment objectives and policies); or
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(6)
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engage in the business of underwriting securities issued by other persons except, to the extent that each fund may technically be deemed to be an underwriter under the 1933 Act, the
disposing of portfolio securities.
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For purposes of the
concentration policy in investment restriction (1), municipal securities with payments of principal or interest backed by the revenue of a specific project are considered to be issued by a member of the industry which
includes such specific project.
Senior securities may include
any obligation or instrument issued by an investment company evidencing indebtedness. The 1940 Act generally prohibits a fund from issuing senior securities, although it provides allowances for certain borrowings and
certain other investments, such as short sales, reverse repurchase
agreements, and firm commitment agreements,
when such investments are “covered” or with appropriate earmarking or segregation of assets to cover such obligations.
Under the 1940 Act, an
investment company may only make loans if expressly permitted by its investment policies.
Non-Fundamental Policies
The
Board has adopted certain additional non-fundamental policies and restrictions which are observed in the conduct of a fund’s
affairs. They differ from fundamental investment policies in that they may be changed or amended by action of the Board without
requiring prior notice to, or approval of, the shareholders.
As
a matter of non-fundamental policy, a fund may not do any of the following:
(1)
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sell securities short, unless the fund owns or has the right to obtain securities equivalent in-kind and amount to the securities sold short at no added cost, and provided that transactions in options, futures
contracts, options on futures contracts or other derivative instruments are not deemed to constitute selling securities short;
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(2)
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purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions; and provided that margin deposits in connection with futures contracts,
options on futures contracts or other derivative instruments shall not constitute purchasing securities on margin;
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(3)
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purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act;
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(4)
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invest in direct interests in oil, gas or other mineral exploration programs or leases; however, the fund may invest in the securities of issuers that engage in these activities); and
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(5)
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invest in illiquid securities if, as a result of such investment, more than 15% of the fund’s net assets would be invested in illiquid securities.
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If any percentage restriction
described above is complied with at the time of investment, a later increase or decrease in percentage resulting from any change in value or total
or net assets will not constitute a violation
of such restriction, except that certain percentage limitations will be observed continuously in accordance with applicable law.
For
purposes of non-fundamental policy (5), an illiquid security is any investment that the fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days without the sale or disposition significantly changing the
market value of the investment.
Each
fund has adopted a non-fundamental investment policy such that each fund may invest in shares of other open-end management investment
companies or unit investment trusts subject to the limitations of Section 12(d)(1) of the 1940 Act, including the rules, regulations
and exemptive orders obtained thereunder; provided, however, that if a fund has knowledge that its Shares are purchased by another
investment company investor in reliance on the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act, each
fund will not acquire any securities of other open-end management investment companies or unit investment trusts in reliance on
the provisions of subparagraphs (F) or (G) of Section 12(d)(1) of the 1940 Act.
Taxes
Important
information concerning the tax consequences of an investment in each fund is contained in Part II— Appendix II-F.
Independent
Registered Public Accounting Firm, Reports to Shareholders and Financial Statements
The
financial highlights of each fund included in its prospectus and financial statements incorporated by reference into this SAI
have been so included or incorporated by reference in reliance on the report of Ernst & Young LLP, 5 Times Square, New York,
New York 10036. Ernst & Young LLP is an independent registered public accounting firm. The report is given on the authority
of said firm as experts in auditing and accounting. The independent registered public accounting firm audits the financial statements
of each fund and provides other audit, tax and related services. Shareholders will receive annual audited financial statements
and semi-annual unaudited financial statements.
The
financial statements, together with the report of the Independent Registered Public Accounting Firm, financial highlights and
notes to financial statements in the Annual Report to the Shareholders of each fund, dated May 31, 2019, are incorporated herein
by reference and are hereby deemed to be a part of this combined SAI.
Additional
Information
For
information on exchange, CUSIP numbers and fund fiscal year end information, see Part I—Appendix I-I.
Part
I: Appendix I-A—Board Member Share Ownership and Control Persons
Board
Member Share Ownership in each fund
The
following tables show the dollar range of equity securities beneficially owned by each current Board Member in each fund and in
Xtrackers funds as of December 31, 2018.
Dollar
Range of Beneficial Ownership(1)
Board Member
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Xtrackers Harvest CSI 300 China
A-Shares ETF
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Xtrackers MSCI China A Inclusion
Equity ETF
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Xtrackers Harvest CSI 500 China
A-Shares Small Cap
ETF
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Xtrackers MSCI All China Equity
ETF
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Independent Board
Member:
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Stephen R. Byers
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None
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None
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None
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None
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George O. Elston
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None
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None
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None
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None
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J. David Officer
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None
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None
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None
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None
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Interested Board
Member:
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Michael Gilligan
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None
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None
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None
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None
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Aggregate
Dollar Range of Beneficial Ownership(1)
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Funds Overseen by
Board Member in the
Xtrackers Funds
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Independent Board
Member:
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Stephen R. Byers
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$50,001 - $100,000
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George O. Elston
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None
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J. David Officer
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$10,001 - $50,000
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Interested Board
Member:
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Michael Gilligan
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None
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(1)
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The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000.
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Ownership
in Securities of the Advisor and Related Companies
As
reported to each fund, the information in the table below reflects ownership by the current Independent Board Members and their
immediate family members of certain securities as of December 31, 2018. An immediate family member can be a spouse, children residing
in the same household, including step and adoptive children, and any dependents. The securities represent ownership in the Advisor
or Distributor and any persons (other than a registered investment company) directly or indirectly controlling, controlled by,
or under common control with the Advisor or Distributor (including Deutsche Bank AG and DWS Group).
Independent
Board Member
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Owner and
Relationship to
Board Member
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Company
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Title of
Class
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Value of
Securities on an
Aggregate Basis
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Percent of
Class on an
Aggregate Basis
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Stephen R. Byers
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None
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George O. Elston
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None
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J. David Officer
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None
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Control
Persons and Principal Holders of Securities
As
of August 30, 2019, all Board Members and officers owned, as a group, less than 1% of the outstanding shares of a fund.
Although
the fund does not have information concerning the beneficial ownership of shares held in the names of DTC participants, the following
table identifies those DTC participants who owned of record 5% or more of a fund’s shares as of August 30, 2019:
Xtrackers
Harvest CSI 300 China A-Shares ETF
Name and Address
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Percentage Ownership
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Brown Brothers Harriman & Co.
525 Washington Blvd.
Jersey City, NJ 07310
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15.06%
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Citibank, N.A.
3800 Citibank Center
Building B/1st Floor/Zone 8
Tampa, FL 33610-9122
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13.94%
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The Northern Trust Company
801 S. Canal Street
Attn: Capital Structures C1N
Chicago, IL 60607
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6.99%
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Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Fl.
Baltimore, MD 21231
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6.56%
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National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
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5.89%
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The Bank of New York Mellon
525 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259
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5.35%
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Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
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5.09%
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Xtrackers
MSCI China A Inclusion Equity ETF
Name and Address
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Percentage Ownership
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The Bank of New York Mellon
525 William Penn Place
Suite 153-0400
Pittsburgh, PA 15259
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75.86%
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Morgan Stanley & Co. LLC
901 South Bond Street, 6th Fl.
Baltimore, MD 21231
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11.92%
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Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Name and Address
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Percentage Ownership
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State Street Bank & Trust Co.
1776 Heritage Drive
North Quincy, MA 02171
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20.77%
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Name and Address
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Percentage Ownership
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Interactive Brokers
8 Greenwich Office Park
Greenwich, CT 06831
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13.85%
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TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
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10.62%
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Bank of America
200 N. College Street
Charlotte, NC 28255
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6.67%
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National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
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6.01%
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Xtrackers
MSCI All China Equity ETF
Name and Address
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Percentage Ownership
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National Financial Services LLC
499 Washington Blvd.
Jersey City, NJ 07310
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28.68%
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Merrill Lynch, Pierce, Fenner & Smith Inc.
101 Hudson Street
Jersey City, NJ 07302-3997
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20.69%
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Pershing LLC
One Pershing Plaza
Jersey City, NJ 07399
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10.53%
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TD Ameritrade
4700 Alliance Gateway Freeway
Fort Worth, TX 76177
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9.99%
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RBC Capital Markets, LLC
60 S. 6th St. – P09
Minneapolis, MN 55402-4400
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9.42%
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Charles Schwab & Co., Inc.
2423 E. Lincoln Drive
Phoenix, AZ 85016-1215
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5.00%
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Part
I: Appendix I-B—Board Committees and Meetings
Board
Leadership, Structure and Oversight Responsibilities
Board
Structure. The Board of the Xtrackers funds is responsible for oversight of the funds, including
oversight of the duties performed by the Advisor for the funds under the investment advisory agreement (the “Investment
Advisory Agreement”). The Board generally meets in regularly-scheduled meetings four times a year and may meet more often
as required.
Mr.
Byers serves as Chairman of the Board. The Board is comprised of a super-majority (75 percent) of Independent Board Members. The
Independent Board Members are advised by Independent Trustee Legal Counsel and are represented by such Independent Trustee Legal
Counsel at Board and committee meetings. The chairmen of the Audit Committee and Nominating Committee (each of which consists
solely of Independent Board Members) serve as liaisons between the Advisor and other service providers and the other Independent
Board Members. Each such chairman is an Independent Board Member.
The
Board regularly reviews its committee structure and membership and believes that its current structure is appropriate based on
the fact that the Independent Board Members constitute a super-majority of the Board, the role of the committee chairmen (who
are Independent Board Members), the assets and number of funds overseen by the Board Members, as well as the nature of each fund’s
business as an ETF, which is managed to track the performance of a specified index.
Risk
Oversight. The Xtrackers funds are subject to a number of risks, including operational, investment
and compliance risks. The Board, directly and through its committees, as part of its oversight responsibilities, oversees the
services provided by the Advisor and the Trust’s other service providers in connection with the management and operations
of the funds, as well as their associated risks. Under the oversight of the Board, the Trust, the Advisor and other service providers
have adopted policies, procedures and controls to address these risks.
The
Board, directly and through its committees, receives and reviews information from the Advisor, other service providers, the Trust’s
Independent Registered Public Accounting Firm and Independent Trustee Legal Counsel to assist it in its oversight responsibilities.
This information includes, but is not limited to, reports regarding the funds’ investments, including fund performance and
investment practices, valuation of fund portfolio securities, and compliance. The Board also reviews, and must approve any proposed
changes to, the funds’ investment objectives, policies and restrictions, and reviews any areas of non-compliance with the
funds’ investment policies and restrictions. The Audit Committee monitors the Trust’s accounting policies, financial
reporting and internal control system and reviews any internal audit reports impacting the Trust. As part of its compliance oversight,
the Board reviews the annual compliance report issued by the Trust’s Chief Compliance Officer on the policies and procedures
of the Trust and its service providers, proposed changes to the policies and procedures and quarterly reports on any material
compliance issues that arose during the period.
Board
Committees. The Board has two standing committees, the Audit Committee and the Nominating Committee,
and has delegated certain responsibilities to those committees.
Name of Committee
|
Number of
Meetings in Last
Fiscal Year
|
Functions
|
Current Board Members
|
AUDIT COMMITTEE
|
3
|
The Audit Committee has the responsibility,
among other things, to: (i) approve the selection, retention, termination and compensation of the Trust’s Independent
Registered Public Accounting Firm; (ii) review the scope of the Independent Registered Public Accounting Firm’s audit
activity; (iii) review the audited financial statements; and (iv) review with such Independent Registered Public Accounting
Firm the adequacy and the effectiveness of the Trust’s internal controls.
|
George O. Elston (Chairman),
Stephen R. Byers and J. David Officer
|
NOMINATING COMMITTEE
|
0
|
The Nominating Committee has
the responsibility, among other things, to identify and recommend individuals for Board membership, and evaluate candidates
for Board membership. The Board will consider recommendations for Board Members from shareholders. Nominations from shareholders
should be in writing and sent to the Board, to the attention of the Chairman of the Nominating Committee, as described in
Part II SAI Appendix II-A under the caption “Shareholder Communications to the Board.”
|
J. David Officer (Chairman),
Stephen R. Byers and George O. Elston
|
Part
I: Appendix I-C—Board Member Compensation
Each
Independent Board Member receives compensation for his or her services, which includes retainer fees and specified amounts for
various committee services and for the Board Chairman. No additional compensation is paid to any Independent Board Member for
travel time to meetings, attendance at directors’ educational seminars or conferences, service on industry or association
committees, participation as speakers at directors’ conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee benefits such as pension or retirement benefits or health
insurance from a fund or any fund in the Xtrackers fund complex.
Board
Members who are officers, directors, employees or stockholders of DBX or its affiliates receive no direct compensation from the
fund, although they are compensated as employees of DBX, or its affiliates, and as a result may be deemed to participate in fees
paid by a fund. The following table shows, for each current Independent Board Member, the aggregate compensation from all of the
funds in the Xtrackers fund complex during calendar year 2018.
Total
Compensation from Xtrackers Fund Complex
Board Member
|
Total Compensation from the
Xtrackers Fund Complex(1)
|
Independent Board
Member:
|
Stephen R. Byers(2)
|
$169,500
|
George O. Elston(3)
|
$154,500
|
J. David Officer
|
$144,500
|
Interested Board
Member:
|
Michael Gilligan
|
None
|
(1)
|
For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 38 funds
as of December 31, 2018.
|
(2)
|
Includes $25,000 in annual retainer fees received by Mr. Byers as Chairman of the Xtrackers funds.
|
(3)
|
Includes $15,000 in annual retainer fees received by Mr. Elston as Chairman of the Audit
Committee.
|
Part
I: Appendix I-D—Portfolio Management
Fund
Ownership of Portfolio Managers
The
following table shows the dollar range of fund shares owned beneficially and of record by the portfolio management team, including
investments by their immediate family members sharing the same household and amounts invested through retirement and deferred
compensation plans. This information is provided as of each fund's most recent fiscal year end.
Xtrackers
Harvest CSI 300 China A-Shares ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Kevin Sung
|
$0
|
Tom Chan
|
$0
|
Xtrackers
MSCI China A Inclusion Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Kevin Sung
|
$0
|
Tom Chan
|
$0
|
Xtrackers
MSCI All China Equity ETF
Name of Portfolio Manager
|
Dollar Range of
Fund Shares Owned
|
Bryan Richards
|
$0
|
Patrick Dwyer
|
$0
|
Shlomo Bassous
|
$0
|
Conflicts
of Interest
In
addition to managing the assets of each fund, a portfolio manager may have responsibility for managing other client accounts of
the Advisor or its affiliates. The tables below show, per portfolio manager, the number and asset size of: (1) SEC registered
investment companies (or series thereof) other than each fund, (2) pooled investment vehicles that are not registered investment
companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by a portfolio manager. Total
assets attributed to a portfolio manager in the tables below include total assets of each account managed, although a portfolio
manager may only manage a portion of such account’s assets. For a fund subadvised by subadvisors unaffiliated with the Advisor,
total assets of funds managed may only include assets allocated to the portfolio manager and not the total assets of a fund managed.
The tables also show the number of performance-based fee accounts, as well as the total assets of the accounts for which the advisory
fee is based on the performance of the account. This information is provided as of each fund's most recent fiscal year end.
Xtrackers
Harvest CSI 300 China A-Shares ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Kevin Sung
|
1
|
$73,894,669
|
0
|
$0
|
Tom Chan
|
1
|
$73,894,669
|
0
|
$0
|
Xtrackers
MSCI China A Inclusion Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,940,355,458
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,691,598,562
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,691,598,562
|
0
|
$0
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Kevin Sung
|
1
|
$1,448,664,606
|
0
|
$0
|
Tom Chan
|
1
|
$1,448,664,606
|
0
|
$0
|
Xtrackers
MSCI All China Equity ETF
Other
SEC Registered Investment Companies Managed:
Name of
Portfolio Manager
|
Number of
Registered
Investment
Companies
|
Total Assets of
Registered
Investment
Companies
|
Number of Investment
Company Accounts
with Performance-
Based Fee
|
Total Assets of
Performance-Based
Fee Accounts
|
Bryan Richards
|
35
|
$11,795,650,808
|
0
|
$0
|
Patrick Dwyer
|
25
|
$8,546,893,912
|
0
|
$0
|
Shlomo Bassous
|
25
|
$8,546,893,912
|
0
|
$0
|
Xtrackers
Harvest CSI 300 China A-Shares ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Kevin Sung
|
7
|
$464,274,799
|
1
|
$13,991,883
|
Tom Chan
|
6
|
$450,282,917
|
0
|
$0
|
Xtrackers
MSCI China A Inclusion Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Kevin Sung
|
7
|
$464,274,799
|
1
|
$13,991,883
|
Tom Chan
|
6
|
$450,282,917
|
0
|
$0
|
Xtrackers
MSCI All China Equity ETF
Other
Pooled Investment Vehicles Managed:
Name of
Portfolio Manager
|
Number of
Pooled
Investment
Vehicles
|
Total Assets of
Pooled Investment
Vehicles
|
Number of Pooled
Investment Vehicle
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
0
|
$0
|
0
|
$0
|
Patrick Dwyer
|
0
|
$0
|
0
|
$0
|
Shlomo Bassous
|
0
|
$0
|
0
|
$0
|
Xtrackers
Harvest CSI 300 China A-Shares ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Kevin Sung
|
0
|
$0
|
0
|
$0
|
Tom Chan
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI China A Inclusion Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Kevin Sung
|
0
|
$0
|
0
|
$0
|
Tom Chan
|
0
|
$0
|
0
|
$0
|
Xtrackers
MSCI All China Equity ETF
Other
Accounts Managed:
Name of
Portfolio Manager
|
Number of
Other Accounts
|
Total Assets
of Other
Accounts
|
Number of Other
Accounts with
Performance-
Based Fee
|
Total Assets of
Performance-
Based Fee
Accounts
|
Bryan Richards
|
26
|
$1,835,290,407
|
0
|
$0
|
Patrick Dwyer
|
22
|
$1,491,069,219
|
0
|
$0
|
Shlomo Bassous
|
22
|
$1,491,069,219
|
0
|
$0
|
In
addition to the accounts above, an investment professional may manage accounts in a personal capacity that may include holdings
that are similar to, or the same as, those of each fund. The Advisor or Subadvisor, as applicable, has in place a Code of Ethics
that is designed to address conflicts of interest and that, among other things, imposes restrictions on the ability of portfolio
managers and other “access persons” to invest in securities that may be recommended or traded in each fund and other
client accounts.
Part
I: Appendix I-E—Service Provider Compensation
Under
each fund’s Investment Advisory Agreement, the Advisor is responsible for substantially all expenses of the fund, including
the cost of transfer agency, custody, fund administration, compensation paid to the Independent Trustees, legal, audit and other
services, except for the fee payments to the Advisor under the Investment Advisory Agreement, interest expense, acquired fund
fees and expenses, taxes, brokerage expenses, distribution fees or expenses (if any), litigation expenses and other extraordinary
expenses.
Xtrackers
Harvest CSI 300 China A-Shares ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019
|
$8,010,936
|
$0
|
2018
|
$3,744,921
|
$0
|
2017
|
$2,845,116
|
$0
|
Xtrackers
MSCI China A Inclusion Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019(1)
|
$200,403
|
$522
|
2018
|
$22,795
|
$21,185
|
2017
|
$17,216
|
$16,010
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019
|
$221,674
|
$0
|
2018
|
$157,994
|
$0
|
2017
|
$164,532
|
$0
|
Xtrackers
MSCI All China Equity ETF
Fiscal Year Ended
|
Gross Amount
Paid to DBX
for Advisory
Services
|
Amount Waived
by DBX for
Advisory
Services
|
2019(2)
|
$504,539
|
$277,101
|
2018
|
$152,637
|
$61,067
|
2017
|
$28,455
|
$12,214
|
(1)
Effective June 1, 2018, the fund’s Unitary Advisory Fee was reduced
from 0.70% to 0.60% of the fund’s average daily net assets.
(2)
Effective July 17, 2018, the fund’s Unitary Advisory Fee was reduced
from 0.60% to 0.50% of the fund’s average daily net assets.
Xtrackers
MSCI All China Equity ETF
The
following waivers are in effect:
To
the extent the fund invests in the shares of an affiliated fund, the Advisor has contractually agreed, until November 14, 2021,
to waive fees and/or reimburse the fund's expenses to limit the fund's current operating expenses (except for interest expense,
taxes, brokerage expenses, distribution fees or expenses, litigation expenses and other extraordinary expenses) by an amount equal
to the acquired fund's fees and expenses attributable to the fund's investments in the affiliated funds. In addition, the Advisor
has contractually agreed, until September 30, 2020, to waive a portion of its Unitary Advisory Fee to the extent necessary to
prevent the operating expenses of the fund from exceeding 0.50% of the fund's average daily net assets. These agreements may only
be terminated by the fund's Board (and may not be terminated by the Advisor) prior to that time.
Part
I: Appendix I-F—Portfolio Transactions and Brokerage Commissions
Variations
to a fund’s portfolio turnover rate may be due to, among other things, a fluctuating volume of shareholder purchase and
redemption orders, market conditions, and/or changes in the Advisor's investment outlook. The amount of brokerage commissions
paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity and/or
portfolio turnover.
Portfolio
Turnover Rates
Fund
|
2019
|
2018
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
81%
|
65%
|
Xtrackers MSCI China A Inclusion Equity ETF
|
180%(1)
|
3%
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap
ETF
|
16%
|
29%
|
Xtrackers MSCI All China Equity
ETF
|
102%(2)
|
3%
|
(1)
Portfolio turnover increased from 2018 to 2019 due to changes to Xtrackers
MSCI China A Inclusion Equity ETF’s investment strategy and increased shareholder activity.
(2)
Portfolio turnover increased from 2018 to 2019 for Xtrackers MSCI All
China Equity ETF due to increased shareholder activity.
Brokerage
Commissions
|
Fiscal
Year
|
Brokerage Commissions
Paid by Fund
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
2019(1)
|
$2,183,036
|
|
2018(1)
|
$784,467
|
|
2017
|
$449,285
|
Xtrackers MSCI China A Inclusion Equity ETF
|
2019(2)
|
$85,984
|
|
2018
|
$98
|
|
2017
|
$103
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
2019
|
$55,647
|
|
2018
|
$13,319
|
|
2017
|
$18,845
|
Xtrackers MSCI All China Equity ETF
|
2019
|
$52,854
|
|
2018(3)
|
$2,511
|
|
2017
|
$203
|
(1)
Xtrackers Harvest CSI 300 China A-Shares ETF experienced increased aggregate
brokerage commissions in 2018 and 2019 due to an increase in total assets as well as an increase in subscription and redemption
activity.
(2)
Xtrackers MSCI China A Inclusion Equity ETF experienced increased aggregate
brokerage commissions in 2019 due to a change in the fund’s investment strategy in addition to an increase in total assets
as well as an increase in subscription activity.
(3)
Xtrackers MSCI All China Equity ETF experienced increased aggregate brokerage
commissions in 2018 due to an increase in total assets as well as an increase in subscription and redemption activity.
Brokerage
Commissions Paid to Affiliated Brokers
No
trades were effected for the accounts with broker dealers that are affiliated with the Advisor or Subadvisor, if applicable, as
of the end of its most recent fiscal year.
Listed
below are the regular brokers or dealers (as such term is defined in the 1940 Act) of each fund whose securities each fund held
as of the end of its most recent fiscal year and the dollar value of such securities.
Xtrackers
Harvest CSI 300 China A-Shares ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
MSCI China A Inclusion Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Name of Regular Broker or Dealer
or Parent (Issuer)
|
Securities of Regular Broker
Dealers
|
Sichuan Swellfun Co. LTD - A
|
$331,386
|
Xtrackers
MSCI All China Equity ETF
The
fund did not hold any securities of its regular brokers or dealers.
Transactions
for Research Services
No
transactions or related commissions were allocated to broker-dealer firms for research services.
Part
I: Appendix I-G—Investments, Practices and Techniques, and Risks
Below
is a list of headings related to investments, practices and techniques, and risks which are further described in Appendix II-E.
Xtrackers
Harvest CSI 300 China A-Shares ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI China A Inclusion Equity ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Xtrackers
MSCI All China Equity ETF (and the Underlying Fund in which the fund invests)
Borrowing
Chinese
Securities
Commodity
Pool Operator Exclusion
Derivatives
Equity
Securities
Foreign
Securities
Illiquid
Securities
Investment Companies and Other Pooled Investment Vehicles
Lending
of Portfolio Securities
Repurchase
Agreements
Restricted
Securities/Rule 144A Securities
Reverse
Repurchase Agreements
Short-Term
Instruments and Temporary Investments
Special Taxation Risks for Funds that Invest in Underlying Funds
Part
I: Appendix I-H—Securities Lending Activities
Pursuant
to an agreement between each fund and BNYM, BNYM is responsible for the administration and management of each fund’s securities
lending program, including the negotiation of the terms and conditions of any securities loan, ensuring that securities loans
are properly coordinated and documented with each fund’s custodian, ensuring that loaned securities are daily valued and
that the corresponding required cash collateral is delivered by the borrower(s), arranging for the investment of cash collateral
and arranging for the return of loaned securities upon the termination of the loan.
The
dollar amounts of income and fees and compensation paid to all service providers related to the fund that participated in securities
lending activities during the fiscal year ended May 31, 2019 were as follows:
Xtrackers
Harvest CSI 300 China A-Shares ETF
The
fund had no securities lending activity during its most recent fiscal year.
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
The
fund had no securities lending activity during its most recent fiscal year.
Securities
Lending Activities – Income and Fees for Fiscal Year 2019
|
Xtrackers
MSCI China A
Inclusion
Equity ETF
|
Xtrackers
MSCI All
China
Equity ETF
|
Gross income from securities lending activities
(including income from cash collateral reinvestment)
|
$72
|
$84,563
|
Fees and/or compensation for securities
lending activities and related services
|
Fees paid to securities lending agent from a revenue
split1
|
$8
|
$8,055
|
Fees paid for any cash collateral management service
(including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included
in the revenue split
|
—
|
—
|
Administrative fees not included in revenue split
|
—
|
—
|
Indemnification fees not included in revenue split
|
—
|
—
|
Rebate (paid to borrower)
|
$29
|
$8,941
|
Rebate (from borrower)
|
$70
|
$39,519
|
Other fees not included in revenue split
|
—
|
—
|
Aggregate fees/compensation for securities lending
activities and related services
|
$34
|
$22,523
|
Net income from securities lending
activities
|
$106
|
$107,086
|
1
Revenue split represents the share of revenue generated by the securities
lending program and paid to BNYM.
Part
I: Appendix I-I—Additional Information
Fund and its Fiscal Year End
|
Exchange
|
CUSIP Number
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
NYSE Arca, Inc.
|
233051879
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI China A Inclusion Equity ETF
|
NYSE Arca, Inc.
|
233051523
|
Fiscal Year End: 5/31
|
|
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
NYSE Arca, Inc.
|
233051754
|
Fiscal Year End: 5/31
|
|
|
Xtrackers MSCI All China Equity ETF
|
NYSE Arca, Inc.
|
233051762
|
Fiscal Year End: 5/31
|
|
|
Statement
of Additional Information (SAI)—Part II
|
Page
|
|
II-1
|
|
II-1
|
|
II-2
|
|
II-3
|
|
II-3
|
|
II-3
|
|
II-5
|
|
II-10
|
|
II-11
|
|
II-11
|
|
II-12
|
|
II-13
|
|
II-13
|
|
II-13
|
|
II-13
|
|
II-13
|
|
II-20
|
|
II-23
|
|
II-27
|
|
II-29
|
|
II-30
|
|
II-54
|
|
II-66
|
Part
II of this SAI includes policies, investment techniques and information that apply to the Xtrackers funds. Unless otherwise noted,
the use of the term “fund” applies to each of the Xtrackers funds of the Trust.
Management
of the Funds
Investment
Advisor. DBX Advisors LLC, located at 345 Park Avenue, New York, New York 10154, serves as investment
advisor to each fund pursuant to an Investment Advisory Agreement between the Trust and the Advisor. The Advisor is a Delaware
limited liability company and was registered as an investment advisor under the Investment Advisers Act of 1940, as amended, in
August 2010. DBX Advisors LLC was formed in June 2010 and is an indirect, wholly-owned subsidiary of DWS Group GmbH & Co.
KGaA (“DWS Group”).
Terms
of the Investment Advisory Agreement. Under the Investment Advisory Agreement, the Advisor, subject
to the supervision of the Board and in conformity with the stated investment policies of each fund, manages and administers the
Trust and manages the duties of the investment and reinvestment of each fund’s assets.
Under
the Investment Advisory Agreement, the Advisor is responsible for substantially all expenses of the funds (including the payments
to a Subadvisor, if any, the cost of transfer agency, custody, fund administration, compensation paid to the Independent Board
Members in respect of the Independent Board Members’ service to the fund, legal, audit and other services) except for the
fee payments under the Investment Advisory Agreement, interest expense, taxes, brokerage expenses, future distribution fees or
expenses, litigation expenses and other extraordinary expenses.
The
Investment Advisory Agreement with respect to each fund continues in effect for two years from its effective date, and thereafter
is subject to annual approval by (i) the Board or (ii) the vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the applicable fund, provided that in either event such continuance also is approved by a majority of the
Board who are not interested persons (as defined in the 1940 Act) of the applicable fund, by a vote cast in person at a meeting
called for the purpose of voting on such approval.
The
Investment Advisory Agreement with respect to each fund is terminable without penalty, on 60 days’ notice, by the Board
or by a vote of the holders of a majority of
the
applicable fund’s outstanding voting securities (as defined in the 1940 Act). The Investment Advisory Agreement is also
terminable upon 60 days’ notice by the Advisor and will terminate automatically in the event of its assignment (as defined
in the 1940 Act).
The
annual Unitary Advisory Fee rate for each fund is set forth in Part II – Appendix II-C.
Subadvisor
(applicable only to those funds that have a Subadvisory arrangement as described in Part I).
The Subadvisor serves as Subadvisor to a fund pursuant to the terms of an Investment Sub-Advisory Agreement between it and DBX
(Subadvisory Agreement).
Harvest
Global Investments Limited (HGI), located at 31/F One Exchange Square, 8 Connaught Place, Central, Hong Kong, serves as the investment
Subadvisor to all the assets of two funds. HGI is an investment advisor registered with the SEC. In addition, HGI is an affiliate
of DWS Group.
Terms
of the Subadvisory Agreements. Pursuant to the terms of the applicable Subadvisory Agreement,
a Subadvisor makes the investment decisions, buys and sells securities, and conducts the research that leads to these purchase
and sale decisions for a fund. A Subadvisor is also responsible for selecting brokers and dealers to execute portfolio transactions
and for negotiating brokerage commissions and dealer charges on behalf of a fund. Under the terms of the Subadvisory Agreement,
a Subadvisor manages the investment and reinvestment of a fund's assets and provides such investment advice, research and assistance
as DBX may, from time to time, reasonably request.
Each
Subadvisory Agreement provides that the Subadvisor will not be liable for any error of judgment or mistake of law or for any loss
suffered by a fund in connection with matters to which the Subadvisory Agreement relates, except a loss resulting from (a) the
Subadvisor causing a fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy
or restriction set forth in a fund's prospectus or as may be provided in writing by the Board or DBX, or (b) willful misconduct,
bad faith or gross negligence on the part of the Subadvisor in the performance of its duties or from reckless disregard by the
Subadvisor of its obligations and duties under the Subadvisory Agreement.
A
Subadvisory Agreement continues from year to year only as long as such continuance is specifically approved at least annually
(a) by a majority of the Board Members who are not parties to such agreement or interested persons of any such party, and (b)
by the shareholders or the Board of the Registrant. A Subadvisory Agreement may be terminated at any time upon 60 days’
written notice by DBX or by the Board of the Registrant or by majority vote of the outstanding shares of a fund, and will terminate
automatically upon assignment or upon termination of a fund’s Investment Advisory Agreement.
Under
each Subadvisory Agreement between DBX and a Subadvisor, DBX, not a fund, pays the Subadvisor a Subadvisory fee based on the percentage
of the assets overseen by the Subadvisor or based on a percentage of the fee received by DBX from a fund. The Subadvisor fee is
paid directly by DBX at specific rates negotiated between DBX and the Subadvisor. No fund is responsible for paying the Subadvisor.
Codes
of Ethics. Each fund, the Advisor, the Distributor, and, if applicable, each fund’s subadvisor(s)
have adopted codes of ethics under Rule 17j-1 under the 1940 Act. Board Members, officers of the Trust and employees of the Advisor
and the Distributor are permitted to make personal securities transactions, including transactions in securities that may be purchased
or held by a fund, subject to requirements and restrictions set forth in the applicable Code of Ethics. The Advisor’s Code
of Ethics contains provisions and requirements designed to identify and address certain conflicts of interest between personal
investment activities and the interests of a fund. Among other things, the Advisor’s Code of Ethics prohibits certain types
of transactions absent prior approval, imposes time periods during which personal transactions may not be made in certain securities,
and requires the submission of duplicate broker confirmations and quarterly reporting of securities transactions. Additional restrictions
apply to portfolio managers, traders, research analysts and others involved in the investment advisory process. Exceptions to
these and other provisions of the Advisor’s or Subadvisor’s Codes of Ethics may be granted in particular circumstances
after review by appropriate personnel.
Board
Members
Board
Members and Officers’ Identification and Background. The identification and background
of the Board Members and Officers of the Registrant are set forth in Part II—Appendix II-A.
Board
Committees and Compensation. Information regarding the Committees of the Board, as well as compensation
paid to the Independent Board Members and to Board Members who are not officers of the Registrant, for certain specified periods,
is set forth in Part I—Appendix I-B and Part I—Appendix I-C, respectively.
Other
Service Providers
Administrator.
BNYM serves as administrator for each fund. Pursuant to a Fund Administration and Accounting
Agreement and a Corporate Services Agreement with the Trust, BNYM provides necessary administrative, tax and accounting and financial
reporting services for the maintenance and operations of the Trust and each fund. In addition, BNYM makes available the office
space, equipment, personnel and facilities required to provide such services. As compensation for these services, BNYM receives
certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Advisor from
its management fee.
Custodian.
BNYM serves as custodian for each fund. Pursuant to a Custody Agreement with the Trust, BNYM maintains in separate accounts cash,
securities and other assets of the Trust and each fund, keeps all necessary accounts and records and provides other services.
BNYM is required, upon the order of the Trust, to deliver securities held by BNYM and to make payments for securities purchased
by the Trust for each fund. Also, pursuant to the Custody Agreement, BNYM is authorized to appoint certain foreign custodians
or foreign custody managers for fund investments outside the US. As compensation for these services, BNYM receives certain out-of-pocket
costs, transaction fees and asset-based fees which are accrued daily and paid monthly by the Advisor from its management fee.
Transfer
Agent. BNYM serves as transfer agent for each fund. Pursuant to a Transfer Agency and Service
Agreement with the Trust, BNYM acts as a transfer agent for each fund’s authorized and issued Shares and as the dividend
disbursing agent of the Trust. As compensation for these services, BNYM receives certain out-of-pocket costs, transaction fees
and asset-based fees which are accrued daily and paid monthly by the Advisor from its management fee.
Fund
Legal Counsel. Provides legal services to the funds.
Independent
Trustee Legal Counsel. Serves as legal counsel to the Independent Board Members.
Distributor.
ALPS serves as the Distributor for each fund. The Distributor has entered into a Distribution
Agreement with the Trust pursuant to which it distributes Shares of each fund. The Distribution Agreement continues for two years
from its effective date and is renewable annually. Shares are continuously offered for sale by the fund through the Distributor
only in Creation Units, as described in the applicable Prospectus and below in the “Creation and Redemption of Creation
Units” section of this SAI. Shares in less than Creation Units are not distributed by the Distributor. The Distributor will
deliver the applicable Prospectus and, upon request, the SAI to Authorized Participants purchasing Creation Units and will maintain
records of both orders placed with it and confirmations of acceptance furnished by it. The Distributor is a broker-dealer registered
under the 1934 Act, and a member of the Financial Industry Regulatory Authority.
The
Distribution Agreement for each fund provides that it may be terminated at any time, without the payment of any penalty, on at
least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Board Members,
or (ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the relevant fund. The Distribution
Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).
Fund
Organization
Shares.
The Trust currently is comprised of 38 operational separate investment series or portfolios called funds. The Trust issues Shares
of beneficial interest in each fund with no par value. The Board may designate additional funds.
Each
Share issued by a fund has a pro rata interest in the assets of that fund. Shares have no preemptive, exchange, subscription or
conversion rights and are freely transferable. Each Share is entitled to participate equally in dividends and distributions declared
by the Board with respect to the relevant fund, and in the net distributable assets of such fund on liquidation. Each Share has
one vote with respect to matters upon which the shareholder is entitled to vote. In any matter submitted to shareholders for a
vote, each fund shall hold a separate vote, provided that shareholders of all affected funds will vote together when: (1) required
by the 1940 Act or (2) the Trustees determine that the matter affects the interests of more than one fund. Under Delaware law,
the Trust is not required to hold an annual meeting of shareholders unless required to do so under the 1940 Act. The policy of
the Trust is not to hold an annual meeting of share-
holders
unless required to do so under the 1940 Act. All Shares (regardless of the fund) have noncumulative voting rights in the election
of Board Members. Under Delaware law, Trustees of the Trust may be removed by vote of the shareholders.
Following
the creation of the initial Creation Unit(s) of Shares of a fund and immediately prior to the commencement of trading in the fund’s
Shares, a holder of Shares may be a “control person” of the fund, as defined in the 1940 Act. The fund cannot predict
the length of time for which one or more shareholders may remain a control person of the fund.
Shareholders
may make inquiries by writing to DBX ETF Trust, c/o the Distributor, ALPS Distributors, Inc., 1290 Broadway, Suite 1100, Denver,
Colorado 80203, by email by writing to dbxquestions@list.db.com or by telephone by calling 1-855-329-3837 or 1-855- DBX-ETFS (toll
free).
Termination
of the Trust or a Fund. The Trust or a fund may be terminated by a majority vote of the Board
or the affirmative vote of a supermajority of the holders of the Trust or such fund entitled to vote on termination. Although
the Shares are not automatically redeemable upon the occurrence of any specific event, the Trust’s organizational documents
provide that the Board will have the unrestricted power to alter the number of Shares in a Creation Unit. In the event of a termination
of the Trust or a fund, the Board, in its sole discretion, could determine to permit the Shares to be redeemable in aggregations
smaller than Creation Units or to be individually redeemable. In such circumstance, the Trust may make redemptions in kind, for
cash or for a combination of cash or securities.
Purchase
and Redemption of Shares
Exchange
Listing and Trading
A
discussion of exchange listing and trading matters associated with an investment in each fund is contained in the “Investing
in the Funds” section of the fund’s Prospectus. The discussion below supplements, and should be read in conjunction
with, that section of the Prospectus.
Shares
of each fund are listed for trading and will trade throughout the day on the Exchange. There can be no assurance that the requirements
of the Exchange necessary to maintain the listing of Shares of any fund will continue to be met. The Exchange may, but is not
required to, remove the Shares of a fund from listing if
(i)
following the initial 12-month period beginning upon the commencement of trading of fund Shares, there are fewer than 50 beneficial
owners of Shares of the fund for 30 or more consecutive trading days, (ii) the value of the Underlying Index on which a fund is
based is no longer calculated or available, (iii) the IOPV of a fund is no longer calculated or available or (iv) any other event
shall occur or condition shall exist that, in the opinion of the Exchange, makes further dealings on the Exchange inadvisable.
The Exchange will also remove Shares of a fund from listing and trading upon termination of the fund.
In
order to provide additional information regarding the indicative value of Shares of the fund, the Exchange or a market data vendor
disseminates every 15 seconds through the facilities of the Consolidated Tape Association or other widely disseminated means an
updated IOPV for the fund as calculated by an information provider or market data vendor. The Trust is not involved in or responsible
for any aspect of the calculation or dissemination of the IOPVs and makes no representation or warranty as to the accuracy of
the IOPVs.
An
IOPV has a securities component and a cash component. The securities values included in an IOPV are the values of the Deposit
Securities for a fund. While the IOPV reflects the current market value of the Deposit Securities required to be deposited in
connection with the purchase of a Creation Unit, it does not necessarily reflect the precise composition of the current portfolio
of securities held by a fund at a particular point in time because the current portfolio of the fund may include securities that
are not a part of the current Deposit Securities. Therefore, a fund’s IOPV disseminated during the Exchange trading hours
should not be viewed as a real-time update of the fund’s NAV, which is calculated only once a day.
The
cash component included in an IOPV consists of estimated accrued interest, dividends and other income, less expenses. If applicable,
each IOPV also reflects changes in currency exchange rates between the US dollar and the applicable currency.
The
Trust reserves the right to adjust the Share prices of funds in the future to maintain convenient trading ranges for investors.
Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect on the net assets
of the fund.
DTC
as Securities Depository for Shares of the funds. Shares of each fund are represented by securities
registered in the name of DTC or its nominee and deposited with, or on behalf of, DTC. DTC, a limited-
purpose
trust company, was created to hold securities of its participants (“DTC Participants”) and to facilitate the clearance
and settlement of securities transactions among the DTC Participants in such securities through electronic book-entry changes
in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities’ certificates. DTC
Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations,
some of whom (and/or their representatives) own DTC. More specifically, DTC is owned by a number of its DTC Participants and by
the NYSE, NYSE Amex Equities and the Financial Industry Regulatory Authority. Access to the DTC system is also available to others
such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (“Indirect Participants”).
Beneficial
ownership of Shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants
and Indirect Participants. Ownership of beneficial interests in Shares (owners of such beneficial interests are referred to herein
as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records maintained by
DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect Participants and Beneficial
Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC Participant a written confirmation
relating to their purchase of Shares. The laws of some jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such laws may impair the ability of certain investors to acquire beneficial interests
in Shares.
Conveyance
of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the Depositary Agreement
between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee to be charged to the Trust
a listing of the Shares of each fund held by each DTC Participant. The Trust shall inquire of each such DTC Participant as to
the number of Beneficial Owners holding Shares, directly or indirectly, through such DTC Participant. The Trust shall provide
each such DTC Participant with copies of such notice, statement or other communication, in such form, number and at such place
as such DTC Participant may reasonably request, in order that such notice, statement or communication may be transmitted by such
DTC Participant, directly or indirectly, to such Beneficial Owners. In addition, the Trust shall pay
to
each such DTC Participant a fair and reasonable amount as reimbursement for the expenses attendant to such transmittal, all subject
to applicable statutory and regulatory requirements.
The
Trust understands that under existing industry practice, in the event the Trust requests any action of holders of Shares, or a
Beneficial Owner desires to take any action that DTC, as the record owner of all outstanding Shares, is entitled to take, DTC
would authorize the DTC Participants to take such action and that the DTC Participants would authorize the Indirect Participants
and Beneficial Owners acting through such DTC Participants to take such action and would otherwise act upon the instructions of
Beneficial Owners owning through them.
Share
distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all Shares of the Trust. DTC or
its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in
amounts proportionate to their respective beneficial interests in Shares of each fund as shown on the records of DTC or its nominee.
Payments by DTC Participants to Indirect Participants and Beneficial Owners of Shares held through such DTC Participants will
be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.
The
Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or payments
made on account of beneficial ownership interests in such Shares, or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC Participants or the
relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning through such DTC Participants.
DTC may decide to discontinue providing its service with respect to Shares of the Trust at any time by giving reasonable notice
to the Trust and discharging its responsibilities with respect thereto under applicable law. Under such circumstances, the Trust
shall take action to find a replacement for DTC to perform its functions at a comparable cost.
Creation
and Redemption of Creation Units
General.
The Trust issues and sells Shares of each fund only in Creation Units on a continuous basis through the Distributor, without a
sales load, at the fund’s NAV next
determined
after receipt, on any Business Day, of an order in proper form. Information on a fund’s Creation Units can be found in the
Prospectus.
The
Board reserves the right to declare a split or a consolidation in the number of Shares outstanding of any fund of the Trust, and
to make a corresponding change in the number of Shares constituting a Creation Unit, in the event that the per Share price in
the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the Board.
As
of the date of this SAI, each Exchange observes the following holidays, as observed: New Year’s Day, Dr. Martin Luther King,
Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Fund
Deposit. The consideration for purchase of Creation Units of a fund generally consists of the
in-kind deposit of a designated portfolio of securities (i.e., the “Deposit Securities”), which constitutes an optimized
representation of the securities of the relevant fund’s Underlying Index, and the Cash Component computed as described below.
Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,” which represents the minimum
initial and subsequent investment amount for a Creation Unit of any fund.
The
Cash Component is an amount equal to the difference between the NAV of the Shares (per Creation Unit) and the “Deposit Amount,”
which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any difference between the
NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and expenses payable upon transfer
of beneficial ownership of the Deposit Securities shall be the sole responsibility of the AP purchasing a Creation Unit.
The
Advisor makes available through the National Securities Clearing Corporation (“NSCC”) on each Business Day, prior
to the opening of business on the Exchange, the list of names and the required number of Shares of each Deposit Security to be
included in the current Fund Deposit (based on information at the end of the previous Business Day) for each fund. Such Fund Deposit
is applicable, subject to any adjustments as described below, in order to effect purchases of Creation Units of Shares of a given
fund until such time as the next-announced Fund Deposit is made available.
The
identity and number of Shares of the Deposit Securities pursuant to changes in composition of a fund’s portfolio and changes
as rebalancing adjustments and corporate action events are reflected from time to time by the Advisor with a view to the investment
objective of the fund. The composition of the Deposit Securities may also change in response to adjustments to the weighting or
composition of the component securities constituting the relevant Underlying Index.
The
Trust reserves the right to permit or require the substitution of a “cash in lieu” amount to be added to the Cash
Component to replace any Deposit Security that may not be available in sufficient quantity for delivery or that may not be eligible
for transfer through the systems of DTC of the Clearing Process (discussed below). The Trust also reserves the right to permit
or require a “cash in lieu” amount where the delivery of the Deposit Security by the AP (as described below) would
be restricted under applicable securities laws or where the delivery of the Deposit Security to the AP would result in the disposition
of the Deposit Security by the AP becoming restricted under applicable securities laws, or in certain other situations. The adjustments
described above will reflect changes, known to the Advisor on the date of announcement to be in effect by the time of delivery
of the Fund Deposit, in the composition of the subject index being tracked by the relevant fund, or resulting from stock splits
and other corporate actions. For Xtrackers South Korea Hedged Equity ETF, Xtrackers MSCI China A Inclusion Equity ETF, Xtrackers
Harvest CSI 300 China A-Shares ETF, and Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF, Creation Units are purchased principally
for cash.
Role
of the Authorized Participant. Creation Units may be purchased only by or through a DTC Participant
that has entered into an Authorized Participant Agreement with the Distributor (an authorized participant, or an “AP”),
which agreement has also been accepted by the Transfer Agent. Such AP will agree, pursuant to the terms of such Authorized Participant
Agreement and on behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such AP will
make available in advance of each purchase of Shares an amount of cash sufficient to pay the Cash Component, once the NAV of a
Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction fee described
below. The AP may require the investor to enter into an agreement with such AP with respect to certain matters, including payment
of the Cash Component. Investors who are not APs must make appropriate arrangements with an AP. Investors should be aware that
their particular broker may not be a DTC Participant
or
may not have executed an Authorized Participant Agreement and that orders to purchase Creation Units may have to be placed by
the investor’s broker through an AP. As a result, purchase orders placed through an AP may result in additional charges
to such investor.
The
Trust does not expect the Distributor to enter into an Authorized Participant Agreement with more than a small number of DTC Participants.
A list of current APs may be obtained from the Distributor.
Purchase
Order. To initiate an order for a Creation Unit, an AP must submit an irrevocable order to purchase
Shares of a fund in accordance with the Authorized Participant Agreement. If accepted by the Distributor, the Transfer Agent will
notify the Advisor and the Custodian of such order. If applicable, the Custodian will then provide such information to the appropriate
sub-custodian. For each applicable fund, the Custodian shall cause the applicable sub-custodian to maintain an account into which
the AP shall deliver, on behalf of itself or the party on whose behalf it is acting, the applicable securities included in the
designated Fund Deposit (or the cash value of all or a part of such securities, in the case of a permitted or required cash purchase
or “cash in lieu” amount), with any appropriate adjustments as advised by the Trust. Deposit Securities located outside
the United States must be delivered to an account maintained at the applicable local sub-custodian. Those placing orders to purchase
Creation Units through an AP should allow sufficient time to permit proper submission of the purchase order to the Distributor
by the cut-off time on such Business Day.
The
AP must also make available on or before the contractual settlement date, by means satisfactory to the Trust, immediately available
or same day funds estimated by the Trust to be sufficient to pay the Cash Component next determined after acceptance of the purchase
order, together with the applicable purchase transaction fee. Any excess funds will be returned following settlement of the issue
of the Creation Unit. Those placing orders should ascertain the applicable deadline for cash transfers by contacting the operations
department of the broker or depositary institution effectuating the transfer of the Cash Component. This deadline is likely to
be significantly earlier than the closing time of the regular trading session on the Exchange.
Investors
should be aware that an AP may require orders for purchases of Shares placed with it to be in the particular form required by
the individual AP.
Timing
of Submission of Purchase Orders. An AP must submit an irrevocable purchase order before 4:00
p.m., Eastern time on any Business Day in order to receive that day’s NAV. In the case of custom orders, the order must
be received by the Distributor no later than 3:00 p.m., Eastern time on the trade date. With respect to in-kind creations, a custom
order may be placed by an AP where cash replaces any Deposit Security which may not be available in sufficient quantity for delivery
or which may not be eligible for trading by such AP or the investor for which it is acting or other relevant reason. Orders to
create Shares of a fund that are submitted on the Business Day immediately preceding a holiday or day (other than a weekend) when
the markets in the relevant foreign market are closed may not be accepted. The Distributor in its discretion may permit the submission
of such orders and requests by or through an AP at any time (including on days on which the Exchange is not open for business)
via communication through the facilities of the Transfer Agent’s proprietary website maintained for this purpose, provided
such submission is permissible pursuant to the terms of the applicable Authorized Participant Agreement. Purchase orders and redemption
requests, if accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with
the Trust’s standard cut-off times as provided in the Authorized Participant Agreement and disclosed in this SAI.
Acceptance
of Orders for Creation Unit. Subject to the conditions that (i) an irrevocable purchase order
has been submitted by the AP (either on its own or another investor’s behalf) and (ii) arrangements satisfactory to the
Trust are in place for payment of the Cash Component and any other cash amounts which may be due, the Trust will accept the order,
subject to its right (and the right of the Distributor and the Advisor) to reject any order until acceptance.
Once
the Trust has accepted an order, upon next determination of the NAV of the Shares, the Trust will confirm the issuance of a Creation
Unit, against receipt of payment, at such NAV. The Distributor will then transmit a confirmation of acceptance to the AP that
placed the order.
The
Trust reserves the absolute right to reject or revoke a creation order transmitted to it by the Distributor in respect of any
fund if (i) the order is not in proper form; (ii) the investor(s) upon obtaining the Shares ordered, would own 80% or more of
the currently outstanding Shares of any fund; (iii) the Deposit Securities delivered do not conform to the identity and number
of Shares specified by the Advisor, as described above; (iv) acceptance of the Deposit Securities would have certain adverse tax
consequences to the fund; (v) acceptance of the Fund
Deposit
would, in the opinion of counsel, be unlawful; (vi) acceptance of the Fund Deposit would, in the discretion of the Trust or the
Advisor, have an adverse effect on the Trust or the rights of Beneficial Owners; or (vii) circumstances outside the control of
the Trust, the Distributor and the Advisor make it impracticable to process purchase orders. The Trust shall notify a prospective
purchaser of a Creation Unit and/or the AP acting on behalf of such purchaser of its rejection of such order. The Trust, the Custodian,
the sub-custodian and the Distributor are under no duty, however, to give notification of any defects or irregularities in the
delivery of Portfolio Deposits nor shall any of them incur any liability for failure to give such notification.
Issuance
of a Creation Unit. Except as provided herein, a Creation Unit will not be issued until the transfer
of good title to the Trust of the Deposit Securities and the payment of the Cash Component and any other cash amounts which may
be due have been completed. When (if applicable) the sub-custodian has confirmed to the Custodian that the securities included
in the Fund Deposit (or the cash value thereof) have been delivered to the account of the relevant sub-custodian or sub-custodians,
the Distributor and the Advisor shall be notified of such delivery and the Trust will issue and cause the delivery of the Creation
Unit. Creation Units typically are issued on a “T+2 basis” (i.e., two Business Days after trade date).
To
the extent contemplated by an AP’s agreement with the Distributor, the Trust will issue Creation Units to such AP notwithstanding
the fact that the corresponding Portfolio Deposits have not been received in part or in whole, in reliance on the undertaking
of the AP to deliver the missing Deposit Securities as soon as possible, which undertaking shall be secured by such AP’s
delivery and maintenance of collateral having a value at least equal to 115%, which the Advisor may change from time to time,
of the value of the missing Deposit Securities in accordance with the Trust’s then-effective procedures. The only collateral
that is acceptable to the Trust is cash in US dollars or an irrevocable letter of credit in form, and drawn on a bank, that is
satisfactory to the Trust. The cash collateral posted by the AP may be invested at the risk of the AP, and income, if any, on
invested cash collateral will be paid to that AP. Information concerning the Trust’s current procedures for collateralization
of missing Deposit Securities is available from the Transfer Agent. The Authorized Participant Agreement will permit the Trust
to buy the missing Deposit Securities at any time and will subject the AP to liability for any shortfall
between
the cost to the Trust of purchasing such securities and the cash collateral or the amount that may be drawn under any letter of
credit.
In
certain cases, APs may create and redeem Creation Units on the same trade date and in these instances, the Trust reserves the
right to settle these transactions on a net basis or require a representation from the APs that the creation and redemption transactions
are for separate Beneficial Owners. All questions as to the number of shares of each security in the Deposit Securities and the
validity, form, eligibility and acceptance for deposit of any securities to be delivered shall be determined by the Trust, and
the Trust’s determination shall be final and binding.
Cash
Purchase Method. In the case of a cash purchase, the investor must pay the cash equivalent of
the Deposit Securities it would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required
to be paid by an in-kind purchaser. In addition, to offset the Trust’s brokerage and other transaction costs associated
with using the cash to purchase the requisite Deposit Securities, the investor will be required to pay a fixed purchase transaction
fee, plus an additional variable charge for cash purchases, which is expressed as a percentage of the value of the Deposit Securities.
Creation
Transaction Fee. A standard creation transaction fee is imposed to offset the transfer and other
transaction costs associated with the issuance of Creation Units. The standard creation transaction fee will be the same regardless
of the number of Creation Units purchased by a purchaser on the same day. The AP may also be required to cover certain brokerage,
tax, foreign exchange, execution, price movement and other costs and expenses related to the execution of trades resulting from
such transaction (including when the Trust permits an AP to substitute cash for some or all of the Deposit Securities). APs will
also bear the costs of transferring the Deposit Securities to the Trust. Investors who use the services of a broker or other such
intermediary may be charged a fee for such services. Certain fees or costs associated with creation transactions may be waived
in certain circumstances. Each fund’s standard creation transaction fee is set forth in the Prospectus.
Redemption
of Creation Units. Shares of a fund may be redeemed only in Creation Units at their NAV next
determined after receipt of a redemption request in proper form and only on a Business Day. The Trust will not redeem Shares in
amounts less than Creation Units. Beneficial Owners also may sell Shares in the secondary market
but
must accumulate enough Shares to constitute a Creation Unit in order to have such Shares redeemed by the Trust. There can be no
assurance, however, that there will be sufficient liquidity in the public trading market at any time to permit assembly of a Creation
Unit. Investors should expect to incur brokerage and other costs in connection with assembling a sufficient number of Shares to
constitute a redeemable Creation Unit.
Redemptions
are effected primarily in-kind, except for Xtrackers MSCI South Korea Hedged Equity ETF, Xtrackers MSCI China A Inclusion Equity
ETF, Xtrackers Harvest CSI 300 China A-Shares ETF, and Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF, which are effected
principally in cash. In the case of in-kind redemptions, the Advisor makes available through the NSCC, prior to the opening of
business on the Exchange on each Business Day, the identity and number of Shares that will be applicable (subject to possible
amendment or correction) to redemption requests received in proper form (as defined below) on that day (“Fund Securities”).
Fund Securities received on redemption may not be identical to Deposit Securities that are applicable to creations of Creation
Units.
Unless
cash redemptions are available or specified for a fund, the redemption proceeds for a Creation Unit generally consist of Fund
Securities plus cash in an amount equal to the difference between the NAV of the Shares being redeemed, as next determined after
a receipt of a request in proper form, and the value of the Fund Securities, less the redemption transaction fee described below.
Redemption
Transaction Fee. A standard redemption transaction fee is imposed to offset transfer and other
transaction costs that may be incurred by the relevant fund. The standard redemption transaction fees are set forth in the Prospectus.
The standard redemption transaction fee will be the same regardless of the number of Creation Units redeemed by an investor on
the same day. The AP may also be required to cover certain brokerage, tax, foreign exchange, execution, price movement and other
costs and expenses related to the execution of trades resulting from such transaction (including when the Trust substitutes cash
for some or all of the Fund Securities), up to a maximum of 2% of the amount redeemed (including the standard redemption fee set
forth in the Prospectus). APs will also bear the costs of transferring the Fund Securities from the Trust to their account or
on their order. Investors who use the services of a broker or other such intermediary may be
charged
a fee for such services. Certain fees or costs associated with redemption transactions may be waived in certain circumstances.
The
maximum redemption fee, as a percentage of the amount redeemed, is 2%. Redemption requests for Creation Units of any fund must
be submitted by or through an AP. An AP must submit an irrevocable redemption request before 4:00 p.m., Eastern time on any Business
Day in order to receive that day’s NAV. In the case of custom redemptions, the order must be received no later than 3:00
p.m., Eastern time. Investors other than through APs are responsible for making arrangements for a redemption request to be made
through an AP. The Distributor will provide a list of current APs upon request.
Cash
transactions may have to be carried out over several days if the securities market is relatively illiquid and may involve considerable
brokerage fees and taxes. These brokerage fees and taxes, which will be higher than if a fund sold and redeemed its shares principally
in-kind, will generally be passed on to purchasers and redeemers of Creation Units in the form of creation and redemption transaction
fees. However, the funds cap the total fees that may be charged in connection with the redemption of Creation Units at 2% of the
value of the Creation Units redeemed. To the extent transaction and other costs associated with a redemption exceed that cap those
transaction costs will be borne by a fund’s remaining shareholders.
The
AP must transmit the request for redemption in the form required by the Trust or the Transfer Agent in accordance with procedures
set forth in the Authorized Participant Agreement. Investors should be aware that their particular broker may not have executed
an Authorized Participant Agreement and that, therefore, requests to redeem Creation Units may have to be placed by the investor’s
broker through an AP who has executed an Authorized Participant Agreement in effect. At any time, there may be only a limited
number of broker-dealers that have an Authorized Participant Agreement. Investors making a redemption request should be aware
that such request must be in the form specified by such AP. Investors making a request to redeem Creation Units should allow sufficient
time to permit proper submission of the request by an AP and transfer of the Shares to the Trust’s Transfer Agent; such
investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or other
financial intermediaries if such intermediaries are not APs.
A
redemption request is considered to be in “proper form” if (i) an AP has transferred or caused to be transferred to
the Trust’s Transfer Agent the Creation Unit being redeemed through the book-entry system of DTC so as to be effective by
the Exchange closing time on any Business Day, (ii) a request in form satisfactory to the Trust is received from the AP on behalf
of itself or another redeeming investor within the time periods specified above and (iii) all other procedures set forth in the
Participant Agreement are properly followed. If the Transfer Agent does not receive the investor’s Shares through DTC’s
facilities by 10:00 a.m., Eastern time, on the Business Day next following the day that the redemption request is received, the
redemption request shall be rejected. Investors should be aware that the deadline for such transfers of Shares through the DTC
system may be significantly earlier than the close of business on the Exchange. Those making redemption requests should ascertain
the deadline applicable to transfers of Shares through the DTC system by contacting the operations department of the broker or
depositary institution effecting the transfer of the Shares.
Upon
receiving a redemption request, the Transfer Agent shall notify the Trust of such redemption request. The tender of an investor’s
Shares for redemption and the distribution of the cash redemption payment in respect of Creation Units redeemed will be made through
DTC and the relevant AP to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant through
which such investor holds, as the case may be, or by such other means specified by the AP submitting the redemption request.
A
redeeming Beneficial Owner or AP acting on behalf of such Beneficial Owner must maintain appropriate security arrangements with
a qualified broker-dealer, bank or other custody providers in each jurisdiction in which any of the portfolio securities are customarily
traded, to which account such portfolio securities will be delivered.
If
neither the redeeming Beneficial Owner nor the AP acting on behalf of such redeeming Beneficial Owner has appropriate arrangements
to take delivery of Fund Securities in the applicable non-US jurisdiction and it is not possible to make other such arrangements,
or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Trust may in its discretion exercise
its option to redeem such Shares in cash, and the redeeming Beneficial Owner will be required to receive its redemption proceeds
in cash. In such case, the investor will receive a cash payment equal to the NAV of its Shares based
on
the NAV of Shares of the relevant fund next determined after the redemption request is received in proper form (minus a redemption
transaction fee and additional variable charge for cash redemptions specified above, to offset the Trust’s brokerage and
other transaction costs associated with the disposition of portfolio securities of the fund). Redemptions of Shares for Fund Securities
will be subject to compliance with applicable US federal and state securities laws and each fund (whether or not it otherwise
permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the fund could not lawfully
deliver specific Fund Securities upon redemptions or could not do so without first registering the Fund Securities under such
laws.
In
the case of cash redemptions, proceeds will be paid to the AP redeeming Shares on behalf of the redeeming investor as soon as
practicable after the date of redemption (within seven calendar days thereafter).
The
right of redemption may be suspended or the date of payment postponed with respect to any fund (i) for any period during which
the NYSE is closed (other than customary weekend and holiday closings), (ii) for any period during which trading on the NYSE is
suspended or restricted, (iii) for any period during which an emergency exists as a result of which disposal of the Shares of
the fund’s portfolio securities or determination of its NAV is not reasonably practicable or (iv) in such other circumstance
as is permitted by the SEC.
An
AP submitting a redemption request is deemed to represent to the Trust that it is in compliance with the requirements set forth
in the Authorized Participant Agreement. The Trust reserves the right to verify these representations at its discretion, but will
typically require verification with respect to a redemption request from a fund in connection with higher levels of redemption
activity and/or short interest in the fund. If the AP, upon receipt of a verification request, does not provide sufficient verification
of its representations as determined by the Trust, the redemption request will not be considered to have been received in proper
form and may be rejected by the Trust.
Taxation
on Creation and Redemptions of Creation Units. An AP generally will recognize either gain or
loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is calculated by taking the market value of
the Creation Units purchased over the AP’s aggregate basis in the Deposit Securities exchanged therefor. However, the Internal
Revenue Service (the “IRS”) may apply the wash sales rules to determine that
any
loss realized upon the exchange of Deposit Securities for Creation Units is not currently deductible. APs should consult their
own tax advisors.
Current
federal tax laws dictate that capital gain or loss realized from the redemption of Creation Units will generally create long-term
capital gain or loss if the AP holds the Creation Units for more than one year, or short-term capital gain or loss if the Creation
Units were held for one year or less.
Compensation
of Financial Intermediaries
The
Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases
of Creation Units of fund Shares. Such Soliciting Dealers must also be APs.
The
Advisor may, from time to time and from its own resources, pay, defray or absorb costs relating to distribution, including payments
out of its own resources to the Distributor, or to otherwise promote the sale of Shares. The Advisor currently pays the Distributor,
from the Advisor’s own resources, for such purposes.
The
Advisor and/or its subsidiaries or affiliates (“Xtrackers Entities”) may pay certain broker-dealers and other financial
intermediaries or solicitors (“Intermediaries”) for certain marketing or referral activities related to the fund or
other funds advised by the Advisor or its affiliates. Any payments made by Xtrackers Entities will be made from their own assets
and not from the assets of the fund. Although a portion of Xtrackers Entities’ revenue comes directly or indirectly in part
from fees paid by the fund and other Xtrackers funds, payments do not increase the price paid by investors for the purchase of
shares of, or the cost of owning, shares of the fund or other Xtrackers funds. Xtrackers Entities may make payments for Intermediaries’
participating in activities that are designed to make registered representatives, other professionals and individual investors
more knowledgeable about the fund or for other activities, such as participation in marketing activities and presentations, educational
training programs, the support of technology platforms and/or reporting systems (“Education Costs”) or the referral
or introduction of investors to Xtrackers Entities. Xtrackers Entities may also make payments to Intermediaries for certain printing,
publishing and mailing costs associated with the fund or materials relating to other Xtrackers funds or exchange-traded funds
in general (“Publishing Costs”). In addition, Xtrackers Entities may make payments to Intermediaries that make shares
of the fund and certain other Xtrackers funds available to their clients or for otherwise promoting the fund and other Xtrackers
funds.
Payments
of this type are sometimes referred to as revenue-sharing payments. Payments to an Intermediary may be significant to the Intermediary,
and amounts that Intermediaries pay to your salesperson or other investment professional may also be significant for your salesperson
or other investment professional. Because an Intermediary may make decisions about which investment options or investment advisor
it will recommend or make available to its clients or contacts or what services to provide for various products based on payments
it receives or is eligible to receive, payments create conflicts of interest between the Intermediary and its clients or contacts
and these financial incentives may cause the Intermediary to recommend the fund and other Xtrackers funds or their investment
advisor over other investments or to refer a contact to the Xtrackers Entities. The same conflict of interest exists with respect
to your salesperson or other investment professional if he or she receives similar payments from his or her Intermediary firm.
Ask your salesperson or visit your Intermediary’s website for more information.
Xtrackers
Entities may determine to make payments based on any number of metrics. For example, Xtrackers Entities may make payments at year
end or other intervals in a fixed amount, based upon an Intermediary’s services at defined levels or an amount based on
the Intermediary’s net sales of one or more Xtrackers funds in a year or other period, any of which arrangements may include
an agreed upon minimum or maximum payment, or any combination of the foregoing. Any payments made by the Xtrackers Entities to
an Intermediary may create the incentive for an Intermediary to encourage customers to buy shares of the fund or other Xtrackers
funds.
Certain
Xtrackers Entities have established revenue sharing arrangements to make Payments to Intermediaries that make fund shares available
to their clients or otherwise promote certain funds. Pursuant to these arrangements, Intermediaries have agreed to promote certain
funds to their customers and to not charge certain of their customers any commissions on the purchase or sale of fund shares.
Payments made pursuant to these arrangements may vary in any year and may be different for different Intermediaries. In certain
cases, the Payments described in the preceding sentence may be subject to certain minimum payment levels.
Each
fund has been advised that the Advisor, the Distributor and their affiliates expect that the firms listed in Part II—Appendix
II-D will receive revenue sharing payments at different points during the coming year as described above.
Anti-Money
Laundering Requirements. The funds are subject to the USA PATRIOT Act (the “Patriot Act”).
The Patriot Act is intended to prevent the use of the US financial system in furtherance of money laundering, terrorism or other
illicit activities. Pursuant to requirements under the Patriot Act, a fund may request information from APs to enable it to form
a reasonable belief that it knows the true identity of its APs. This information will be used to verify the identity of APs or,
in some cases, the status of financial professionals; it will be used only for compliance with the requirements of the Patriot
Act. The funds reserve the right to reject purchase orders from persons who have not submitted information sufficient to allow
a fund to verify their identity. Each fund also reserves the right to redeem any amounts in a fund from persons whose identity
it is unable to verify on a timely basis. It is the funds’ policy to cooperate fully with appropriate regulators in any
investigations conducted with respect to potential money laundering, terrorism or other illicit activities.
Investments
Investments,
Practices and Techniques, and Risks
Part
II - Appendix II-E includes a description of the investment practices and techniques which a
fund may employ in pursuing its investment objective, as well as the associated risks. Descriptions in this SAI of a particular
investment practice or technique in which a fund may engage (or a risk that a fund may be subject to) are meant to describe the
spectrum of investments that the Advisor (and/or subadvisor, if applicable) in its discretion might, but is not required to, use
in managing a fund. The Advisor (and/or subadvisor, if applicable) may in its discretion at any time employ such practice and
technique for one or more funds but not for all funds advised by it. Furthermore, it is possible that certain types of investment
practices or techniques described herein may not be available, permissible, economically feasible or effective for their intended
purposes in all markets. Certain practices, techniques or investments may not be principal activities of the fund, but, to the
extent employed, could from time to time have a material impact on a fund’s performance.
It
is possible that certain investment practices and/or techniques may not be permissible for a fund based on its investment restrictions,
as described herein (also see Part I: Investments, Practices and Techniques, and Risks) and in the fund’s prospectus.
Portfolio
Transactions
The
Advisor and/or subadvisor assume general supervision over placing orders on behalf of the funds for the purchase and sale of portfolio
securities. In selecting brokers or dealers for any transaction in portfolio securities, the Advisor’s and/or subadvisor’s
policy is to make such selection based on factors deemed relevant, including but not limited to, the breadth of the market in
the security, the price of the security, the reasonableness of the commission or mark-up or mark-down, if any, execution capability,
settlement capability, back office efficiency and the financial condition of the broker or dealer, both for the specific transaction
and on a continuing basis. The overall reasonableness of brokerage commissions paid is evaluated by the Advisor and/or subadvisor
based upon their knowledge of available information as to the general level of commissions paid by other institutional investors
for comparable services. Brokers may also be selected because of their ability to handle special or difficult executions, such
as may be involved in large block trades, less liquid securities, broad distributions, or other circumstances. The Trust has adopted
policies and procedures that prohibit the consideration of sales of the funds’ Shares as a factor in the selection of a
broker or a dealer to execute its portfolio transactions.
Purchases
and sales of fixed-income securities and certain over-the-counter securities are effected on a net basis, without the payment
of brokerage commissions. Transactions in fixed income and certain over-the-counter securities are generally placed by the Advisor
with the principal market makers for these securities unless the Advisor reasonably believes more favorable results are available
elsewhere. Transactions with dealers serving as market makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues will include an underwriting fee paid to the underwriter. Money market instruments are normally purchased
in principal transactions directly from the issuer or from an underwriter or market maker.
To
the extent applicable and consistent with Section 28(e) of the 1934 Act, as amended, and interpretations thereunder, the Advisor
and/or subadvisor may cause a fund to pay a higher commission than otherwise obtainable from other brokers or dealers in return
for brokerage or research services and products if the Advisor and/or subadvisor determines in good faith that the commission
is reasonable in relation to the services and products utilized. In addition to agency transactions, the Advisor and/or subadvisor
may receive brokerage or research services and products in connection with certain riskless principal transactions, in accordance
with applicable SEC
and
other regulatory guidelines. In both instances, these services and products may include but are not limited to: economic, industry,
or company research reports or investment recommendations; subscriptions to certain financial publications; market data such as
stock quotes, last sale prices, trading volumes and similar data; databases and software, including, but not limited to, quantitative
analytical software; and products and services that assist in effecting transactions and functions incidental thereto, including
services of third-party computer systems directly related to brokerage activities and routing settlement instructions. The Advisor
and/or subadvisor may use brokerage or research services and products furnished by brokers, dealers or service providers in servicing
all client accounts, and not all services and products may necessarily be used in connection with the account that paid the commissions
or spreads to the broker or dealer.
The
funds’ purchase and sale orders for securities may be combined with those of other investment companies, clients or accounts
that the Advisor and/or subadvisor manage or advise and for which they have brokerage placement authority. If purchases or sales
of portfolio securities of the funds and one or more other accounts managed or advised by the Advisor and/or subadvisor are considered
at or about the same time, transactions in such securities are allocated among the funds and the other accounts in a manner deemed
equitable to all by the Advisor and/or subadvisor. In some cases, this procedure has a detrimental effect on the price or volume
of the security as far as the funds are concerned. However, in other cases, the ability to participate in volume transactions
and to negotiate lower transaction costs will be beneficial to the funds. The Advisor and/or subadvisor from time to time deals,
trades and invests for their own account in the types of securities in which the funds invest. The Advisor and/or subadvisor may
effect trades on behalf of and for the account of the funds with brokers or dealers that are affiliated with the Advisor and/or
subadvisor, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions, any commissions paid to affiliated
brokers or dealers must be reasonable and fair compared to the commissions charged by other brokers or dealers in comparable transactions.
The funds will not deal with affiliates in principal transactions unless permitted by applicable SEC rule or regulation or by
SEC exemptive order.
Portfolio
Turnover. Portfolio turnover rate is defined by the SEC as the ratio of the lesser of sales
or purchases to the monthly average value of such securities owned during the year, excluding all securities whose remaining maturities
at the time of acquisition were one year or less.
Portfolio
turnover may vary from year to year as well as within a year. High turnover rates may result in comparatively greater brokerage
expenses and higher taxes (if you are investing in a taxable account). The overall reasonableness of brokerage commissions is
evaluated by the Advisor and/or subadvisor, if applicable, based upon their knowledge of available information as to the general
level of commissions paid by the other institutional investors for comparable services.
Portfolio
Holdings Information
The
Trust has adopted a policy regarding the disclosure of information about the Trust’s portfolio holdings. The Board must
approve all material amendments to this policy.
Each
fund’s portfolio holdings are publicly disseminated each day the funds are open for business through financial reporting
and news services, including publicly accessible Internet web sites. In addition, a basket composition file, which includes the
security names and share quantities to deliver in exchange for fund shares, together with estimates and actual cash components,
is publicly disseminated daily prior to the opening of the Exchanges via the NSCC. The basket represents one Creation Unit of
each fund. The Trust, the Advisor and the Administrator will not disseminate non-public information concerning the Trust.
Net
Asset Value
Each
fund offers and issues Shares at their net asset value (“NAV”) per Share only in aggregations of a specified number
of Shares (“Creation Units”), generally in exchange for a basket of securities and other instruments included in its
Underlying Index (the “Deposit Securities”), together with the Cash Component. For Xtrackers MSCI South Korea Hedged
Equity ETF, Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers MSCI China A Inclusion Equity ETF, and Xtrackers Harvest CSI
500 China A-Shares Small Cap ETF, each fund offers and issues Shares at their NAV per Share only in Creation Units, generally
in exchange for a specified amount of cash totaling the NAV of the Creation Units. Shares trade
in
the secondary market at market prices that may be at, above or below NAV. Information on the Exchange on which each fund trades
is set forth in Part I – Appendix I-I.
Proxy
Voting
Each
fund has delegated proxy voting responsibilities to the Advisor, subject to the Board’s general oversight. Each fund has
delegated proxy voting to the Advisor with the direction that proxies should be voted consistent with each fund’s best economic
interests. The Advisor has adopted its own Proxy Voting Policies and Procedures (Policies), and Proxy Voting Guidelines (Guidelines)
for this purpose. The Policies address, among other things, conflicts of interest that may arise between the interests of a fund,
and the interests of the Advisor and its affiliates. The Policies and Guidelines are included in Part II— Appendix II-G.
You
may obtain information about how each fund voted proxies related to its portfolio securities during the 12-month period ended
June 30 by visiting the SEC’s website at www.sec.gov or by visiting our website at dws.com/en-us/resources/proxy-voting.
Miscellaneous
The
funds’ prospectuses and this SAI omit certain information contained in the Trust’s Registration Statement filed with
the SEC under the 1933 Act and reference is hereby made to the Registration Statement for further information with respect to
the funds, and the securities offered hereby.
Ratings
Of Investments
Bonds
and Commercial Paper Ratings
Set
forth below are descriptions of ratings (as of the date of each rating agency’s annual ratings publication) which represent
opinions as to the quality of the securities. It should be emphasized, however, that ratings are relative and subjective and are
not absolute standards of quality.
If
a fixed income security is rated differently among the three major ratings agencies (i.e., Moody’s Investor Services, Inc.,
Fitch Investors Services, Inc., and S&P Global Ratings), portfolio management would rely on the highest credit rating for
purposes of the fund’s investment policies.
Moody’s
Investors Service, Inc. Global Long-Term Rating Scale
Moody’s
long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the
likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event
of default or impairment.
Aaa
Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of
credit risk.
Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and
as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
Obligations rated B are considered speculative and are subject to high credit risk.
Caa
Obligations rated Caa are judged to be speculative of poor standing and are subject to very
high credit risk.
Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some
prospect of recovery of principal and interest.
C
Obligations rated C are the lowest rated and are typically in default, with little prospect
for recovery of principal or interest.
Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification
from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance
companies, and securities firms.
By
their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially
result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs
of principal that
could
result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an
expression of the relative credit risk associated with that security.
Moody’s
Investors Service, Inc. Global Short-Term Rating Scale
Moody’s
short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the likelihood
of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default
or impairment.
Moody’s
employs the following designations to indicate the relative repayment ability of rated issuers:
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term
debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term
debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating
categories.
Moody’s
Investors Service, Inc. US Municipal Short-Term Debt and Demand Obligation Ratings
Short-Term
Obligation Ratings
The
Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to five years maturity. Municipal
notes rated on the MIG scale may be secured by either pledged revenues or proceeds of a take-out financing received prior to note
maturity. MIG ratings expire at the maturity of the obligation, and the issuer’s long-term rating is only one consideration
in assigning the MIG rating. MIG ratings are divided into three levels—MIG 1 through MIG 3—while speculative grade
short-term obligations are designated SG.
MIG
1 This designation denotes superior credit quality. Excellent protection is afforded by established
cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG
2 This designation denotes strong credit quality. Margins of protection are ample, although not
as large as in the preceding group.
MIG
3 This designation denotes acceptable credit quality. Liquidity and cash-flow protection may
be narrow, and market access for refinancing is likely to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt instruments in this category
may lack sufficient margins of protection.
Demand
Obligation Ratings
In
the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long or short-term debt rating and
a demand obligation rating. The first element represents Moody’s evaluation of risk associated with scheduled principal
and interest payments. The second element represents Moody’s evaluation of risk associated with the ability to receive purchase
price upon demand (“demand feature”). The second element uses a rating from a variation of the MIG scale called the
Variable Municipal Investment Grade (VMIG) scale.
The
rating transitions on the VMIG scale differ from those on the Prime scale to reflect the risk that external liquidity support
will terminate if the issuer's long-term rating drops below investment grade.
VMIG
1 This designation denotes superior credit quality. Excellent protection is afforded by the superior
short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase
price upon demand.
VMIG
2 This designation denotes strong credit quality. Good protection is afforded by the strong short-term
credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price
upon demand.
VMIG
3 This designation denotes acceptable credit quality. Adequate protection is afforded by the
satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.
SG
This designation denotes speculative-grade credit quality. Demand features rated in this category
may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or
legal protections necessary to ensure the timely payment of purchase price upon demand.
S&P
Global Ratings Long-Term Issue Credit Ratings
Investment
Grade
AAA
An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's
capacity to meet its financial commitments on the obligation is extremely strong.
AA
An obligation rated 'AA' differs from the highest-rated obligations only to a small degree.
The obligor's capacity to meet its financial commitments on the obligation is very strong.
A
An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments
on the obligation is still strong.
BBB
An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments
on the obligation.
Speculative
Grade
Obligations
rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having significant speculative characteristics. 'BB' indicates the least
degree of speculation and 'C' the highest. While such obligations will likely have some quality and protective characteristics,
these may be outweighed by large uncertainties or major exposure to adverse conditions.
BB
An obligation rated 'BB' is less vulnerable to nonpayment than other speculative issues. However,
it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the
obligor's inadequate capacity to meet its financial commitments on the obligation.
B
An obligation rated 'B' is more vulnerable to nonpayment than obligations rated 'BB', but the
obligor currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its financial commitments on the obligation.
CCC
An obligation rated 'CCC' is currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet
its
financial commitments on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not
likely to have the capacity to meet its financial commitments on the obligation.
CC
An obligation rated 'CC' is currently highly vulnerable to nonpayment. The 'CC' rating is used
when a default has not yet occurred but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated
time to default.
C
An obligation rated 'C' is currently highly vulnerable to nonpayment, and the obligation is
expected to have lower relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D
An obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid capital
instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P Global
Ratings believes that such payments will be made within five business days in the absence of a stated grace period or within the
earlier of the stated grace period or 30 calendar days. The 'D' rating also will be used upon the filing of a bankruptcy petition
or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
A rating on an obligation is lowered to 'D' if it is subject to a distressed exchange offer.
Plus
(+) or Minus (-) Ratings from 'AA' to 'CCC' may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the rating categories.
S&P
Global Ratings Short-Term Issue Credit Ratings
A-1
A short-term obligation rated 'A-1' is rated in the highest category by S&P Global Ratings.
The obligor's capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations
are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments on these obligations
is extremely strong.
A-2
A short-term obligation rated 'A-2' is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating categories. However, the obligor's capacity to meet
its financial commitments on the obligation is satisfactory.
A-3
A short-term obligation rated 'A-3' exhibits adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to weaken an obligor’s capacity to meet its financial commitments
on the obligation.
B
A short-term obligation rated 'B' is regarded as vulnerable and has significant speculative
characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties
that could lead to the obligor's inadequate capacity to meet its financial commitments.
C
A short-term obligation rated 'C' is currently vulnerable to nonpayment and is dependent upon
favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D
A short-term obligation rated 'D' is in default or in breach of an imputed promise. For non-hybrid
capital instruments, the 'D' rating category is used when payments on an obligation are not made on the date due, unless S&P
Global Ratings believes that such payments will be made within any stated grace period. However, any stated grace period longer
than five business days will be treated as five business days. The 'D' rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic
stay provisions. A rating on an obligation is lowered to 'D' if it is subject to a distressed exchange offer.
SPUR
(S&P Underlying Rating) A SPUR is an opinion about the stand-alone capacity of an obligor
to pay debt service on a credit-enhanced debt issue, without giving effect to the enhancement that applies to it. These ratings
are published only at the request of the debt issuer or obligor with the designation SPUR to distinguish them from the credit-enhanced
rating that applies to the debt issue. S&P Global Ratings maintains surveillance of an issue with a published SPUR.
S&P
Global Ratings Municipal Short-Term Note Ratings
An
S&P Global Ratings US municipal note rating reflects S&P Global Ratings’ opinion about the liquidity factors and
market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original
maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any,
to assign, S&P Global Ratings’ analysis will review the following considerations:
•
|
Amortization schedule—the larger the final maturity relative to other maturities, the more likely it will be treated
as a note; and
|
•
|
Source of payment—the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
|
Note
rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong
capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial
and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
D
‘D’ is assigned upon failure to pay the note when due, completion of a distressed
exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a
virtual certainty, for example due to automatic stay provisions.
S&P
Global Ratings Dual Ratings
Dual
ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the
likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature.
The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either short-term
or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating
symbol (for example, 'AAA/A-1+' or 'A-1+/A-1'). With US municipal short-term demand debt, the US municipal short-term note rating
symbols are used for the first component of the rating (for example, 'SP-1+/A-1+').
S&P
Global Market Intelligence Earnings and Dividend Rankings for Common Stocks
S&P
Global Market Intelligence, an affiliate of S&P Global Ratings, has provided Earnings and Dividend Rankings, commonly referred
to as Quality Rankings, on common stocks since 1956. Quality Rankings reflect the long-term growth and stability of a company’s
earnings and dividends.
The
Quality Rankings System attempts to capture the long-term growth and stability of earnings and dividends record in a single system.
In assessing Quality Rankings, S&P Global Market Intelligence recognizes that earnings and dividend performance is the end
result of the interplay of various factors such as products and industry position, corporate resources and financial policy. Over
the long run, the record of earnings and dividend performance has a considerable bearing on the relative quality of stocks.
The
rankings, however, do not profess to reflect all of the factors, tangible or intangible, that bear on stock quality.
The
rankings are generated by a computerized system and are based on per-share earnings and dividend records of the most recent 10
years – a period long enough to measure significant secular (long-term) growth, capture indications of changes in trend
as they develop, encompass the full peak-to-peak range of the business cycle, and include a bull and a bear market. Basic scores
are computed for earnings and dividends, and then adjusted as indicated by a set of predetermined modifiers for change in the
rate of growth, stability within long-term trends, and cyclicality. Adjusted scores for earnings and dividends are then combined
to yield a final ranking.
The
ranking system makes allowance for the fact that corporate size generally imparts certain advantages from an investment standpoint.
Conversely, minimum size limits (in sales volume) are set for the various rankings. However, the system provides for making exceptions
where the score reflects an outstanding earnings and dividend record. The following table shows the letter classifications and
brief descriptions of Quality Rankings.
A+
|
Highest
|
B+
|
Average
|
C
|
Lowest
|
A
|
High
|
B
|
Below Average
|
D
|
In Reorganization
|
A–
|
Above Average
|
B–
|
Low
|
LIQ
|
Liquidation
|
The
ranking system grants some exceptions to the pure quantitative rank. Thus, if a company has not paid any dividend over the past
10 years, it is very unlikely that it will rank higher than A-. In addition, companies may receive a bonus score based on their
sales volume. If a company omits a dividend on preferred stock, it will receive a rank of no better than C that year. If a company
pays a dividend on the common stock, it is highly unlikely that the rank will be below B-, even if it has incurred losses. In
addition, if a company files for bankruptcy, the model’s rank is automatically changed to D.
Fitch
Ratings Long-Term Ratings
Investment
Grade
AAA:
Highest credit quality. ‘AAA’ ratings denote the lowest expectation of default risk.
They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA:
Very high credit quality. ‘AA’ ratings denote expectations of very low default risk.
They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable
events.
A:
High credit quality. ‘A’ ratings denote expectations of low default risk. The capacity
for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business
or economic conditions than is the case for higher ratings.
BBB:
Good credit quality. ‘BBB’ ratings indicate that expectations of default risk are
currently low. The capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions
are more likely to impair this capacity.
Speculative
Grade
BB:
Speculative. ‘BB’ ratings indicate an elevated vulnerability to default risk, particularly
in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists
that supports the servicing of financial commitments.
B:
Highly speculative. ‘B’ ratings indicate that material default risk is present,
but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment
is vulnerable to deterioration in the business and economic environment.
CCC:
Substantial credit risk. Default is a real possibility.
CC:
Very high levels of credit risk. Default of some kind appears probable.
C:
Near default. A default or default-like process has begun, or the issuer is in standstill, or
for a closed funding vehicle, payment capacity is irrevocably impaired. Conditions that are indicative of a ‘C’ category
rating for an issuer include:
a.
the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
b.
the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial
obligation;
c.
the formal announcement by the issuer or their agent of a distressed debt exchange;
d.
a closed financing vehicle where payment capacity is irrevocably impaired such that it is not expected to pay interest and/or
principal in full during the life of the transaction, but where no payment default is imminent.
RD:
Restricted default. ‘RD’ ratings indicate an issuer that in Fitch’s opinion
has experienced:
an
uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation, but
has
not entered into bankruptcy filings, administration, receivership, liquidation, or other formal winding-up procedure, and
has
not otherwise ceased operating.
This
would include:
i.
the selective payment default on a specific class or currency of debt;
ii.
the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a
bank loan, capital markets security or other material financial obligation;
iii.
the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations,
either in series or in parallel; ordinary execution of a distressed debt exchange on one or more material financial obligations.
D:
Default. ‘D’ ratings indicate an issuer that in Fitch’s opinion has entered
into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure or that has otherwise
ceased business.
Default
ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that
contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral
or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.
In
all cases, the assignment of a default rating reflects Fitch’s opinion as to the most appropriate rating category consistent
with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial
obligations or local commercial practice.
Within
rating categories, Fitch may use modifiers. The modifiers “+” or “-” may be appended to a rating to denote
relative status within major rating categories. For example, the rating category ‘AA’ has three notch-specific rating
levels (‘AA+’; ‘AA’; ‘AA–‘; each a rating level). Such suffixes are not added to ‘AAA’
ratings and ratings below the ‘CCC’ category. For the short-term rating category of ‘F1’, a ‘+’
may be appended.
Fitch
Ratings Short-Term Ratings
F1:
Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment
of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F2:
Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3:
Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments
is adequate.
B:
Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments,
plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C:
High Short-Term Default risk. Default is a real possibility.
RD:
Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments,
although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D:
Default. Indicates a broad-based default event for an entity, or the default of a short-term
obligation.
Part
II: Appendix II-A—Board Members and Officers
Identification
and Background
The
Board has responsibility for the overall management and operations of the funds, including general supervision of the duties performed
by the Advisor and other service providers. Each Board Member serves until his or her successor is duly elected or appointed and
qualified. Each officer serves until he or she resigns, is removed, dies, retires or becomes disqualified.
The
Trust currently has four Board Members. The three Independent Board Members have no affiliation or business connection with the
Advisor or any of its affiliated persons and do not own any stock or other securities issued by the Advisor.
The
Independent Board Members of the Trust, their term of office and length of time served, their principal business occupations during
the past five years, the number of portfolios in the fund complex (defined below) overseen by each Independent Board Member, and
other directorships, if any, held by the Board Members are shown below. The fund complex includes all registered open- and closed-end
funds (including all of their portfolios) advised by the Advisor and any registered funds that have an investment advisor that
is an affiliated person of the Advisor. As of the date of this SAI, the fund complex consists of the Trust’s 38 operational
funds, as well as the registered funds advised by affiliates of the Advisor.
Shareholder
Communications to the Board. Shareholders may send communications to the Trust’s Board
by addressing the communications directly to the Board (or individual Board Members) and/or otherwise clearly indicating in the
salutation that the communication is for the Board (or individual Board Members). The shareholder may send the communication to
either the Trust’s office or directly to such Board members c/o 345 Park Avenue, New York, NY 10154. Other shareholder communications
received by the Trust not directly addressed and sent to the Board will be reviewed and generally responded to by management.
Such communications will be forwarded to the Board at management’s discretion based on the matters contained therein.
Independent
Board Members
Name, Year of Birth, Position
with the Trust and Length of Time Served(1)
|
Business Experience and
Directorships During the Past 5 Years
|
Number of
Portfolios in
Fund Complex
Overseen
|
Other Directorships
Held by
Board Member
|
Stephen R. Byers (1953)Chairman since 2016,
and Board Member since 2011 (formerly, Lead Independent Board Member, 2015-2016)
|
Independent Director (2011- present); Independent
Consultant (2014-present); Director of Investment Management, the Dreyfus Corporation (2000-2006) and Vice Chairman and Chief
Investment Officer, the Dreyfus Corporation (2002-2006).
|
38
|
The Arbitrage Funds, Sierra Income Corporation,
Mutual Fund Directors Forum
|
George O. Elston (1964)
Board Member since 2011, Chairman of the Audit Committee since 2015
|
Chief Financial Officer, Enzyvant (2018-present);
Chief Executive Officer, 2X Oncology, Inc. (2017-2018); Senior Vice President and Chief Financial Officer, Juniper Pharmaceuticals,
Inc. (2014-2016); Senior Vice President and Chief Financial Officer, KBI BioPharma Inc. (2013-2014); Managing Partner, Chatham
Street Partners (2010-2013).
|
38
|
-
|
J. David Officer (1948) Board Member
since 2011, Chairman of the Nominating Committee since 2015
|
Independent Director (2010-present);
Vice Chairman, the Dreyfus Corporation (2006-2009); President, The Dreyfus Family of Funds, Inc. (2006-2009).
|
38
|
(Chairman of) Ilex Management Ltd,;
Old Westbury Funds
|
Interested
Board Member(2)
Name, Year of Birth, Position
with the Trust
and Length of Time Served(1)
|
Business Experience and
Directorships During the Past 5 Years
|
Number of
Portfolios in
Fund Complex
Overseen
|
Other Directorships
Held by
Board Member
|
Michael Gilligan(2)
(1966) Board Member since 2016, and Treasurer, Chief Financial Officer and Controller
since 2010
|
Director(3)
in DWS Finance Division (2008-Present); Manager, Treasurer and Chief Financial Officer of the Advisor (2010-present);
Chief Financial Officer of Global Passive Asset Management Platform (2012-2018); Global Finance Director, Alternative Investments
(2018-present); Chief Financial Officer of RREEF America LLC (2018-present).
|
38
|
The Advisor, DBX Strategic Advisors
LLC and DB Commodity Services LLC
|
Officers(2)
Name, Year of Birth, Position
with the Trust and Length of Time Served(4)
|
Business Experience and
Directorships During the Past 5 Years
|
Freddi Klassen(5)
(1975)
President and Chief Executive Officer, 2016-present
|
Director(3)
in DWS and Chief Operating Officer in the Americas for the Traditional Asset Classes Department (2014–present);
Manager and Chief Operating Officer of DWS Investment Management Americas, Inc. (2018–present) and the Advisor (2016–
present); Global Chief Operating Officer for Equities Technology in the Investment Bank Division at Deutsche Bank AG (2013-2014);
Chief Operating Officer for Exchange Traded Funds and Systematic Funds in Europe (2008-2013).
|
Luke Oliver(5)
(1980)
Chief Operating Officer, 2019-present
|
Managing Director(3)
in DWS (2017-present); Director(3)
in DWS (2009-2017); Head of Passive Americas Asset Management Platform (2019-present); Manager, Chief Executive Officer
and Chief Investment Officer of the Advisor (2019-present); Head of ETF Capital Markets, Americas (2012-2018); Lead Portfolio
Manager of PowerShares DB ETFs (2009-2012).
|
Frank Gecsedi(5)
(1967)
Chief Compliance Officer, 2010-present
|
Director(3)
in DWS Compliance Department (2016-present), Vice President in the Deutsche Asset Management Compliance Department
at Deutsche Bank AG (2013-2016) and Chief Compliance Officer of the Advisor (2010-present); Vice President in Deutsche Bank’s
Global Markets Legal, Risk and Capital Division (2010-2012).
|
Bryan Richards(5)
(1978)
Vice President, 2016-present
|
Managing Director(3)
in DWS (2018-present); Director(3)
in DWS (2014-2018); Portfolio Manager in the Passive Asset Management Department at DWS (2011-present); Primary Portfolio
Manager for the PowerShares DB Commodity ETFs (2011-2015).
|
Leslie Lowenbraun(5)
(1953)
Secretary, 2016-present
|
Director(3)
in DWS US Retail Legal (2018-present) and Chief Legal Officer of the Advisor (2017-present); Vice President in DWS
US Retail Legal (2014-2018); Counsel at Skadden, Arps, Slate, Meagher & Flom LLP (2005-2014).
|
John Millette(6)
(1962)Assistant Secretary, 2019-present
|
Director(3)
in DWS US Retail Legal (2003-present); Vice President and Secretary of DWS US registered investment companies advised
by DWS Investment Management Americas, Inc. (1999-present); Chief Legal Officer, DWS Investment Management Americas, Inc.
(2015-present); and Director and Vice President of DWS Trust Company (2016-present); formerly: Secretary of Deutsche Investment
Management Americas Inc. (2015-2017).
|
Kevin Teevan(5)
(1973)
Assistant Treasurer, 2018-present
|
Vice President in Finance for US Traditional Asset
Classes of DWS (2018-present); Vice President in Chief Operating Office for Global Transaction Banking at Deutsche Bank AG
(2014-2017); Vice President in Finance for US Passive Asset Management Platform at Deutsche Bank AG (2011-2014).
|
Christina A. Morse(7)
(1964)
Assistant Secretary, 2017-present
|
Vice President at BNY Mellon-Asset
Servicing (2014-present); Vice President and Counsel at Lord Abbett & Co. LLC (2013- 2014).
|
(1)
|
The length of time served is represented by the year in which the Board Member joined the Board.
|
(2)
|
As
a result of their respective positions held with the Advisor and its affiliates, these individuals are considered “interested
persons” of the Advisor within the meaning of the 1940 Act. Interested persons receive no compensation from the fund.
|
(3)
|
Executive title, not a board directorship.
|
(4)
|
The length of time served is represented by the year in which the officer was first elected to the Trust in
such capacity.
|
(5)
|
Address: 345 Park Avenue, New York, New York 10154.
|
(6)
|
Address: One International Place, Boston, Massachusetts 02110.
|
(7)
|
Address: BNY Mellon Asset Servicing, Atlantic Terminal Office Tower, 2 Hanson Place, Brooklyn, NY 11217.
|
Certain
officers hold similar positions for other investment companies for which DBX or an affiliate serves as the Advisor.
Board
Member Qualifications
The
Board has concluded that, based on each Board Member’s experience, qualifications and attributes, each Board Member should
serve as a Board Member. Following is a brief summary of the information that led to this conclusion:
Mr.
Byers gained extensive experience with a variety of financial, accounting, management, regulatory and operational issues facing
registered investment companies through his more than 30 years of experience on the boards and/or in senior management of such
companies as The Arbitrage Funds, Sierra Income Corporation, Mutual Fund Directors Forum, College of William and Mary - Graduate
School of Business, Lighthouse Growth Advisors LLC, Founders Asset Management, LLC, The Dreyfus Corporation, Gruntal & Co.,
LLC, Painewebber, Citibank/Citicorp and American Airlines. Mr. Byers possesses a strong understanding of the regulatory framework
under which registered investment companies must operate and can provide management input and investment guidance to the Board.
Through
Mr. Elston’s prior positions on the boards and in senior management of such companies as Juniper Pharmaceuticals, Inc.,
KBI BioPharma, Inc., Celldex Therapeutics, Inc., Optherion, Inc. and Elusys Therapeutics, Mr. Elston has experience with a variety
of financial, management, regulatory and operational issues as well as experience with marketing and distribution. Mr. Elston
also has experience as a managing partner of Chatham Partners LLC, as the Senior Vice President and Chief Financial Officer at
Juniper Pharmaceuticals, Inc. and as the Chief Executive Officer at 2X Oncology, Inc. and Chief Financial Officer of Enzyvant.
Mr.
Officer has over 30 years of experience in the financial services industry and related fields, including his positions on the
boards and/or in senior management of such companies as Ilex Partners (Asia), LLC, Old Westbury Funds, MAN Long/Short Fund, GLG
Investment Series Trust, The Bank of New York Mellon, The Dreyfus Corporation, Laurel Capital Advisors and Bank of New England.
In addition to his experience with financial, investment and regulatory matters, Mr. Officer has extensive accounting knowledge
through his education and experience as a principal financial officer, principal accounting officer, controller, public accountant
or auditor at his previous positions.
In
addition to Mr. Gilligan’s tenure as Director in DWS Finance Division, Mr. Gilligan serves as the Manager, Treasurer and
Chief Financial Officer of the Advisor and served as the Chief Financial Officer of the Global Passive Asset Management Platform.
Therefore, Mr. Gilligan has extensive knowledge of the financial and regulatory framework under which investment companies operate,
particularly exchange-traded funds.
Part
II: Appendix II-B—Portfolio Management Compensation
For
funds advised by DBX or its Affiliates
Each
Portfolio Manager is responsible for various functions related to portfolio management, including, but not limited to, investing
cash inflows, coordinating with members of his or her team to focus on certain asset classes, implementing investment strategy,
researching and reviewing investment strategy and overseeing members of his or her portfolio management team with more limited
responsibilities.
Compensation
of Portfolio Managers
The
Advisor and its affiliates are part of DWS. The brand DWS represents DWS Group GmbH & Co. KGaA (“DWS Group”) and
any of the subsidiaries such as DWS Investment Management Americas, Inc. and RREEF America L.L.C. which offer advisory services.
DWS seeks to offer its investment professionals competitive short-term and long-term compensation based on continuous, above average,
fund performance relative to the market. This includes measurement of short and long-term performance against industry and portfolio
benchmarks. As employees of DWS, portfolio managers are paid on a total compensation basis, which includes Fixed Pay (base salary)
and Variable Compensation, as follows:
•
|
Fixed Pay (FP) is the key and primary element of compensation for the majority of DWS employees and reflects the value of
the individual’s role and function within the organization. It rewards factors that an employee brings to the organization
such as skills and experience, while reflecting regional and divisional (i.e., DWS) specifics. FP levels play a significant
role in ensuring competitiveness of the Advisor and its affiliates in the labor market, thus benchmarking provides a valuable
input when determining FP levels.
|
•
|
Variable Compensation (VC) is a discretionary compensation element that enables the Advisor and its affiliates to provide
additional reward to employees for their performance and behaviors, while reflecting DWS affordability and the financial
situation of Deutsche Bank AG (the “Bank”) and DWS. VC aims to:
|
•
|
Recognize that every employee contributes to the DWS Group’s success through the DWS Group and/or Bank component of
VC (Group Component);
|
•
|
Reflect individual performance, investment performance, behaviours and culture through discretionary individual VC (Individual
Component); and
|
•
|
Reward outstanding contributions at the junior levels through the discretionary recognition
award.
|
Employee
seniority as well as divisional and regional specifics determine which VC elements are applicable for a given employee and the
conditions under which they apply. Both group and individual components may be awarded in shares or other share-based instruments
and other deferral arrangements.
•
|
VC can be delivered via cash, restricted equity awards, and/or restricted incentive awards or restricted compensation. Restricted
compensation may include:
|
•
|
notional fund investments
|
•
|
restricted equity, notional equity,
|
•
|
restricted cash,
|
•
|
or such other form as DWS may decide in its sole discretion
|
•
|
VC comprises a greater proportion of total compensation as an employee’s seniority
and total compensation level increase. Proportion of VC delivered via a long-term incentive award, which is subject to performance
conditions and forfeiture provisions, will increase significantly as the amount of the VC increases.
|
•
|
Additional forfeiture and claw back provisions, including complete forfeiture and claw back of VC may apply in certain events
if an employee is an InstVV [CRD IV EU Directive4] Material Risk Taker.
|
•
|
For key investment professionals, in particular, a portion of any long-term incentives will
be in the form of notional investments aligned, where possible, to a suite of flagship funds managed by the DWS ETF platform.
|
In
general, each of the Advisor and its advisory affiliates seek to offer its investment professionals competitive short-term and
long-term compensation based on continuous, above average, fund performance relative to the market. This includes measurement
of short and long-term performance against industry and portfolio benchmarks. To evaluate its investment professionals in light
of and consistent with the compensation principles set forth above, the Advisor and its affiliates review investment performance
for all accounts managed in relation to the appropriate Morningstar peer group universe with respect to a fund, iMoneyNet peer
group with respect to a money market fund or relevant benchmark index(es) set forth in the governing documents with respect to
each other account type. The ultimate goal of this process is to evaluate the degree to which investment professionals deliver
investment performance that meets or exceeds their clients’ risk and return objectives. When determining total compensation,
the Advisor and its affiliates consider a number of quantitative, qualitative and other factors:
•
|
Quantitative measures (e.g. one-, three- and five-year pre-tax returns versus the appropriate Morningstar peer group universe
for a fund, or versus the appropriate iMoneyNet peer group for a money market fund or relevant benchmark index(es) set forth
in the governing documents with respect to each other account type, taking risk targets into account) are utilized to measure
performance.
|
•
|
Qualitative measures (e.g., adherence to, as well as contributions to, the enhancement of the investment process) are included
in the performance review.
|
•
|
Other factors (e.g., non-investment related performance, teamwork, adherence to compliance rules, risk management and “living
the values” of the Advisor and its affiliates) are included as part of a discretionary component of the review process,
giving management the ability to consider additional markers of performance on a subjective basis.
|
•
|
Furthermore, it is important to note that DWS Group functions within a controlled environment
based upon the risk limits established by DWS Group's Risk division, in conjunction with DWS Group management. Because risk
consideration is inherent in all business activities, performance assessment factors in an employee’s ability to assess
and manage risk.
|
Conflicts
Real,
potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities
with respect to more than one fund or account, including the following:
•
|
Certain investments may be appropriate for a fund and also for other clients advised by the Advisor, including other client
accounts managed by a fund’s portfolio management team. Investment decisions for a fund and other clients are made
with a view to achieving their respective investment objectives and after consideration of such factors as their current
holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought
or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise,
because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more
clients when one or more other clients are selling the security. The investment results achieved for a fund may differ from
the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for
two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed
by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases,
the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities
purchased or sold by a fund. Purchase and sale orders for a fund may be combined with those of other clients of the Advisor
in the interest of achieving the most favorable net results to a fund and the other clients.
|
•
|
To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will
need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its
portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.
|
•
|
In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing
one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether
it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes
to periodically monitor performance deviations for accounts with like strategies.
|
•
|
The Advisor and its affiliates and the investment team of a fund may manage other mutual
funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios
creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value
of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks
associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably
designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines
developed to provide fair and equitable treatment for all clients whose accounts are managed by each fund’s portfolio
management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory
reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity
are properly addressed.
|
The
Advisor is owned by the DWS Group, a multinational global financial services firm that is a majority-owned subsidiary of Deutsche
Bank AG. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance,
brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate
and private equity investing, in addition to the provision of investment management services to institutional and individual investors.
Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and
have interests in addition to managing asset management accounts, such wide ranging activities involve real, potential or apparent
conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’
advisory accounts. The Advisor may take investment positions in securities in which other clients or related persons within the
Firm have different investment positions. There may be instances in which the Advisor is purchasing or selling for its client
accounts, or pursuing an outcome in the context of a workout or restructuring with respect to, securities in which the Firm is
undertaking the same or differing strategy in other businesses or other client accounts. These are considerations of which advisory
clients should be aware and which will cause conflicts that could be to the disadvantage of the Advisor’s advisory clients,
including the fund. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed
to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to a fund’s Board.
For
funds advised by HGI
Compensation
HGI
compensates the funds’ portfolio managers for their management of the funds. HGI pays portfolio managers (i) fixed base
salaries, which are linked to job function, responsibilities and financial services industry peer comparison, and (ii) variable
compensation, which is linked to investment performance, individual contributions to the team, and the overall financial results
of the firm. Variable compensation may include a cash bonus, as well as potential participation in a variety of long-term incentive
programs. There is no material difference in the method used to calculate the portfolio manager’s compensation with respect
to the funds and other accounts managed by the portfolio manager. HGI maintains competitive salaries for all employees, based
on independent research of the investment management industry.
Conflicts
Real,
potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities
with respect to more than one fund or account, including the following:
•
|
Certain investments may be appropriate for a fund and also for other clients advised by the Advisor, including other client
accounts managed by a fund’s portfolio management team. Investment decisions for a fund and other clients are made
with a view to achieving their respective investment objectives and after consideration of such factors as their current
holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought
or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise,
because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more
clients when one or more other clients are selling the security. The investment results achieved for a fund may differ from
the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for
two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed
by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases,
the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities
purchased or sold by a fund. Purchase and sale orders for a fund may be combined with those of other clients of the Advisor
in the interest of achieving the most favorable net results to a fund and the other clients.
|
•
|
To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will
need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its
portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts.
|
•
|
In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing
one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether
it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes
to periodically monitor performance deviations for accounts with like strategies.
|
•
|
The Advisor and its affiliates and the investment team of a fund may manage other mutual
funds and separate accounts on a long only or a long-short basis. The simultaneous management of long and short portfolios
creates potential conflicts of interest including the risk that short sale activity could adversely affect the market value
of the long positions (and vice versa), the risk arising from sequential orders in long and short positions, and the risks
associated with receiving opposing orders at the same time. The Advisor has adopted procedures that it believes are reasonably
designed to mitigate these and other potential conflicts of interest. Included in these procedures are specific guidelines
developed to provide fair and equitable treatment for all clients whose accounts are managed by each fund’s portfolio
management team. The Advisor and the portfolio management team have established monitoring procedures, a protocol for supervisory
reviews, as well as compliance oversight to ensure that potential conflicts of interest relating to this type of activity
are properly addressed.
|
HGI
is affiliated with DWS Group, a multinational global financial services firm that is a majority-owned subsidiary of Deutsche Bank
AG. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance,
brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate
and private equity investing, in addition to the provision of investment management services to institutional and individual investors.
Since Deutsche Bank AG, its affiliates, directors, officers and employees (the “Firm”) are engaged in businesses and
have interests in addition to managing asset management accounts, such wide ranging activities involve real, potential or apparent
conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other
interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients’
advisory accounts. The Advisor may take investment positions in securities in which other clients or related persons within the
Firm have different investment positions. There may be instances in which the Advisor is purchasing or selling for its client
accounts, or pursuing an outcome in the context of a workout or restructuring with respect to, securities in which the Firm is
undertaking the same or differing strategy in other businesses or other client accounts. These are considerations of which advisory
clients should be aware and which will cause conflicts that could be to the disadvantage of the Advisor’s advisory clients,
including the fund. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed
to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to a fund’s Board.
Part
II: Appendix II-C—Contractual Fee Rates of Service Providers
Fees
payable to DBX for investment advisory services
The
Unitary Advisory Fee for each fund, at the annual percentage rate of daily net assets, is indicated below:
Fund Name
|
Unitary Advisory Fee Rate
|
MSCI Currency Hedged Funds
|
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
0.40%
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
0.35%
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
0.65%
|
Xtrackers MSCI Europe Hedged Equity ETF
|
0.45%
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
0.45%
|
Xtrackers MSCI Germany Hedged Equity ETF
|
0.45%
|
Xtrackers MSCI Japan Hedged Equity ETF
|
0.45%
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
0.58%
|
Specialty Funds
|
|
Xtrackers International Real Estate ETF
|
0.12%
|
Equity Funds
|
|
Xtrackers Eurozone Equity ETF
|
0.09%
|
Xtrackers FTSE Developed Ex US Comprehensive Factor
ETF
|
0.35%
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
0.50%
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
0.09%
|
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF
|
0.16%
|
Xtrackers MSCI All World ex US High Dividend Yield
Equity ETF
|
0.20%
|
Xtrackers MSCI EAFE ESG Leaders Equity ETF
|
0.14%
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
0.20%
|
Xtrackers MSCI Emerging Markets ESG Leaders Equity
ETF
|
0.20%
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
0.45%
|
Xtrackers MSCI USA ESG Leaders Equity ETF
|
0.10%
|
Xtrackers Russell 1000 Comprehensive Factor ETF
|
0.17%
|
Xtrackers Russell 1000 US Quality at a Reasonable
Price ETF
|
0.19%
|
Xtrackers Russell 2000 Comprehensive Factor ETF
|
0.30%
|
Xtrackers S&P 500 ESG ETF
|
0.11%
|
China Funds
|
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
0.65%
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap
ETF
|
0.65%
|
Xtrackers MSCI All China Equity ETF
|
0.50%
|
Xtrackers MSCI China A Inclusion Equity ETF
|
0.60%
|
Fixed Income Funds
|
|
Fund Name
|
Unitary Advisory Fee Rate
|
Xtrackers Barclays International Corporate Bond
Hedged ETF
|
0.30%
|
Xtrackers Barclays International Treasury Bond Hedged
ETF
|
0.25%
|
Xtrackers Emerging Markets Bond – Interest
Rate Hedged ETF
|
0.45%
|
Xtrackers High Beta High Yield Bond ETF
|
0.35%
|
Xtrackers High Yield Corporate Bond – Interest
Rate Hedged ETF
|
0.35%
|
Xtrackers Investment Grade Bond – Interest
Rate Hedged ETF
|
0.25%
|
Xtrackers Low Beta High Yield Bond ETF
|
0.25%
|
Xtrackers Municipal Infrastructure Revenue Bond
ETF
|
0.15%
|
Xtrackers Short Duration High Yield Bond ETF
|
0.20%
|
Xtrackers USD High Yield Corporate
Bond ETF
|
0.20%
|
Part
II: Appendix II-D—Firms With Which DBX Has Revenue Sharing Arrangements
The
list of financial representatives below is as of the date of this SAI. Any additions, modifications or deletions to the list of
financial representatives identified below that have occurred since the date of this SAI are not reflected. You can ask your financial
representative if it receives revenue sharing payments from the Advisor, the Distributor and/or their affiliates.
Charles
Schwab & Co., Inc.
Pershing
LLC
TD
Ameritrade, Inc.
Part
II: Appendix II-E—Investments, Practices and Techniques, and Risks
To
the extent that a fund invests in an Underlying Fund, or one or more affiliated funds, certain of these risks would also apply
to that fund.
Borrowing.
Under the 1940 Act, a fund is required to maintain continuous asset coverage of 300% with respect
to permitted borrowings and to sell (within three days) sufficient portfolio holdings to restore such coverage if it should decline
to less than 300% due to market fluctuations or otherwise, even if such liquidation of a fund's holdings may be disadvantageous
from an investment standpoint.
Credit
Facility. To the extent that a fund and other affiliated funds (“Participants”) participate,
a fund may share in a revolving credit facility provided by a syndication of banks. A fund may borrow money under a credit facility
for temporary or emergency purposes, including the funding of shareholder redemption requests, that otherwise might require the
untimely disposition of securities. Participants are charged an annual commitment fee as well as other fees associated with the
credit facility, paid by the Advisor out of a fund’s unitary advisory fee, which is allocated based on net assets, among
each of the Participants. Interest is charged to a fund on its borrowings at current commercial rates. A fund can prepay loans
at any time and may at any time terminate, or from time to time reduce, without the payment of a premium or penalty, its commitment
under the credit facility subject to compliance with certain conditions.
Borrowing
may exaggerate changes in the net asset value of fund shares and in the return on a fund’s portfolio. Borrowing will cost
a fund interest expense and other fees, which may reduce a fund’s return. A fund is required to maintain continuous asset
coverage with respect to its borrowings and may be required to sell some of its holdings to reduce debt and restore coverage at
times when it is not advantageous to do so. There is no assurance that a borrowing strategy will be successful. Upon the expiration
of the term of a fund’s existing credit arrangement, the lender may not be willing to extend further credit to a fund or
may only be willing to do so at an increased cost to a fund. If a fund is not able to extend its credit arrangement, it may be
required to liquidate holdings to repay amounts borrowed from the lender. In addition, if a fund’s assets increase, there
is no assurance that the lender will be willing to make additional loans to a fund in order to allow it to borrow the amounts
desired by a fund to facilitate redemptions.
Chinese
Securities. A-Shares are issued by companies incorporated in mainland China and are traded in
RMB on the SZSE and SSE. Under current regulations in the PRC, foreign investors can invest in the domestic PRC securities markets
through certain market access programs. These programs include the QFII or RQFII licenses obtained from the CSRC. QFII and RQFII
investors have also been granted a specific aggregate dollar amount investment quota by SAFE to invest foreign freely convertible
currencies (in the case of a QFII) and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s
domestic securities markets.
Currently,
there are two stock exchanges in mainland China, the SSE and SZSE. The SSE and SZSE are supervised by the CSRC and are highly
automated with trading and settlement executed electronically. The SSE and SZSE are smaller, periodically less liquid, and substantially
more volatile than the major securities markets in the United States.
The
SSE commenced trading on December 19, 1990, and the SZSE commenced trading on July 3, 1991. The SSE and SZSE divide listed shares
into two classes: A-Shares and B-Shares. Companies whose shares are traded on the SSE and SZSE that are incorporated in mainland
China may issue both A-Shares and B-Shares. In China, the A-Shares and B-Shares of an issuer may only trade on one exchange. A-Shares
and B-Shares may both be listed on either the SSE or the ZSE. Both classes represent an ownership interest comparable to a share
of common stock and all shares are entitled to substantially the same rights and benefits associated with ownership. A-Shares
are traded on the SSE and SZE in RMB.
A
fund may invest in B-Shares, which are equity securities issued by companies incorporated in China and are denominated and traded
in U.S. dollars and Hong Kong dollars (“HKD”) on the SSE and SZSE, respectively. B-Shares are available to foreign
investors. H-Shares are equity securities issued by companies incorporated in mainland China and are denominated and traded in
HKD on the Hong Kong Stock Exchange and other foreign exchanges.
A
fund may also invest in red chips and P chips, which are equity securities issued by companies incorporated outside of mainland
China and listed on the Hong Kong Stock Exchange. Companies that issue Red chips generally base their businesses in mainland China
and are controlled, either directly or indirectly, by the state, provincial or municipal governments of the PRC. Companies that
issue P chips generally are non-state-owned Chinese companies incorporated outside of mainland China that satisfy the following
criteria: (i) the company is controlled by PRC individuals, (ii) the company derives more than 80% of its revenue from the PRC
and (iii) the company allocates more than 60% of its assets in the PRC. Securities listed in the United States and Singapore are
considered to be Chinese companies if they satisfy two out of three of the following criteria: (i) the company is based in the
PRC, (ii) the company derives more than 50% of its revenue from activities conducted in the PRC and (iii) the company has more
than 50% of its assets in the PRC.
A-Share
Market Suspension Risk. A-Shares may only be purchased from, or sold to, certain funds from time
to time where the relevant A-Shares may be sold or purchased on the SSE and SZSE, as appropriate. Given that the A-Share market
is considered volatile and unstable (with the risk of suspension of a particular stock or government intervention), the creation
and redemption of Creation Units may also be disrupted. Such suspensions may be widespread and, on some occasions, have affected
a majority of listed issuers in China. A participating dealer may not be able to create Creation Units of a fund if A-Shares are
not available or not available in sufficient amounts.
A-Share
Tax Risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from investments
in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate of 10% on
dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China. China also
imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident
in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Since
the respective inception of Shanghai Connect and Shenzhen Connect, foreign investors (including the funds) investing in A-Shares
listed on the SSE through Shanghai Connect and those listed on the SZSE through Shenzhen Connect would be temporarily exempt from
the PRC corporate income tax and value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC
corporate income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to and
obtaining approval from the competent tax authority.
Since
November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been temporarily lifted.
The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17, 2014 has been paid
by the Xtrackers Harvest ETFs, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments realized between November 17, 2009 and November 16, 2014. A fund could
be subject to tax liability for any tax payments for which reserves have not been made or that were not previously withheld. The
impact of any such tax liability on a fund’s return could be substantial. A fund may also be liable to the Advisor or Subadvisor
for any tax that is imposed on the Advisor or Subadvisor by the PRC with respect to the fund’s investments. If a fund’s
direct investments in A-Shares through the Advisor’s or Subadvisor’s Stock Connect investments and/or Subadvisor’s
RQFII quota become subject to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable
to Registered Investment Companies (“RIC”) under the Internal Revenue Code, and be subject to tax at the fund level.
In the event such restrictions are imposed, a fund may borrow funds to the extent necessary to distribute to shareholders income
sufficient to maintain the fund’s status as a RIC.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, including with respect
to the possible liability of a fund for the taxation of income and gains from investments in A-Shares through Stock Connect or
obligations of an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject to a reduced
rate under an applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign investor
such as the funds is also uncertain. Since May 1, 2016, RQFIIs are exempt from PRC value-added tax, which replaced the PRC Business
Tax with respect to gains realized from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to a fund and their shareholders. The applicability of reduced treaty rates of withholding in the case of an RQFII acting for
a foreign investor such as the fund is also uncertain.
The
PRC tax authorities are not currently enforcing the collection of withholding tax on capital gains, and at present such taxes
likely will not be collected through withholding. If the PRC begins applying tax rules regarding the taxation of income from A-Shares
investments to RQFIIs and/or begins collecting capital gains taxes on such investments (whether made through Stock Connect or
an RQFII), a fund could be subject to withholding tax liability in excess of the amount reserved (if any). The impact of any such
tax liability on a fund’s return could be substantial. A fund will be liable to the Advisor and/or Subadvisor for any Chinese
tax that is imposed on the Advisor and/or the Subadvisor with respect to the fund’s investments.
As
described below under “Taxes,” each fund may elect, for US federal income tax purposes, to treat PRC taxes (including
withholding taxes) paid by a fund as paid by its shareholders. Even if a fund is qualified to make that election and does so,
however, your ability to claim a credit for certain PRC taxes may be limited under general US tax principles.
In
addition, to the extent a fund invests in swaps and other derivative instruments, such investments may be less tax-efficient from
a US tax perspective than direct investment in A-Shares and may be subject to special US federal income tax rules that could adversely
affect a fund. Also each fund may be required to periodically adjust its positions in those instruments to comply with certain
regulatory requirements which may further cause these investments to be less efficient than a direct investment in A-Shares.
The
PRC government has implemented a number of tax reform policies in recent years. The current tax laws and regulations may be revised
or amended in the future. Any revision or amendment in tax laws and regulations may affect the after-taxation profit of PRC companies
and foreign investors in such companies, such as each fund.
Disclosure
of Interests and Short Swing Profit Rule. A fund may be subject to shareholder disclosure of interest
regulations promulgated by the CSRC. To the extent they are applicable, these regulations currently would require a fund to make
certain public disclosures when the fund and parties acting in concert with the fund acquire 5% or more of the issued securities
of a listed company (which include A-Shares of the listed company). If the reporting requirement is triggered, a fund would be
required to report information which includes, but is not limited to: (a) information about a fund (and parties acting in concert
with the fund) and the type and extent of its holdings in the company; (b) a statement of a fund’s purposes for the investment
and whether the Fund intends to increase its holdings over the following 12-month period; (c) a statement of a fund’s historical
investments in the company over the previous six months; (d) the time of, and other information relating to, the transaction that
triggered a fund’s holding in the listed company reaching the 5% reporting threshold; and (e) other information that may
be required by the CSRC or the stock exchange. Additional information may be required if a fund and its concerted parties constitute
the largest shareholder or actual controlling shareholder of the listed company. The report must be made to the CSRC, the stock
exchange, the invested company, and the CSRC local representative office where the listed company is located. Each fund would
also be required to make a public announcement through a media outlet designated by the CSRC. The public announcement must contain
the same content as the official report. The public announcement may require a fund to disclose its holdings to the public, which
could have an adverse effect on the performance of the fund.
The
relevant PRC regulations presumptively treat all affiliated investors and investors under common control as parties acting in
concert. As such, under a conservative interpretation of these regulations, a fund may be deemed as a “concerted party”
of other funds managed by the Advisor, Subadvisor or their affiliates and therefore may be subject to the risk that the fund’s
holdings may be required to be reported in the aggregate with the holdings of such other funds should the aggregate holdings trigger
the reporting threshold under the PRC law.
If
the 5% shareholding threshold is triggered by a fund and parties acting in concert with the fund, the fund would be required to
file its report within three days of the date the threshold is reached. During the time limit for filing the report, a trading
freeze applies and a fund would not be permitted to make subsequent trades in the invested company’s securities. Any such
trading freeze may undermine the fund’s performance, if the fund would otherwise make trades during that period but is prevented
from doing so by the regulations.
Once
a fund and parties acting in concert reach the 5% trading threshold as to any listed company, any subsequent incremental increase
or decrease of 5% or more will trigger a further reporting requirement and an additional three-day trading freeze, and also an
additional freeze on trading within two days of the fund’s report and announcement of the incremental change. These trading
freezes may undermine a fund’s performance as described above. Also, SSE requirements currently require a fund and parties
acting in concert, once they have reached the 5% threshold, to disclose whenever their shareholding drops below this threshold
(even as a result of trading which is less than the 5% incremental change that would trigger a reporting requirement under the
relevant CSRC regulation). Under interim measures adopted in July 2015, 5% holders of the securities of listed companies may be
temporarily prohibited from selling such securities for a period of six months.
CSRC
regulations also contain additional disclosure (and tender offer) requirements that apply when an investor and parties acting
in concert reach thresholds of 20% and greater than 30% shareholding in a company.
Subject
to the interpretation of PRC courts and PRC regulators, the operation of the PRC short swing profit rule may be applicable to
the trading of a fund with the result that where the holdings of the fund (possibly with the holdings of other investors deemed
as concert parties of the fund) exceed 5% of the total issued shares of a listed company, the fund may not reduce its holdings
in the company within six months of the last purchase of shares of the company. If a fund violates the rule, it may be required
by the listed company to return any profits realized from such trading to the listed company. In addition, the rule limits the
ability of the fund to repurchase securities of the listed company within six months of such sale. Moreover, under PRC civil procedures,
a fund’s assets may be frozen to the extent of the claims made by the company in question. These risks may greatly impair
the performance of the fund.
Economic,
political and social risks of the PRC. The economy of China, which has been in a state of transition
from a planned economy to a more market oriented economy, differs from the economies of most developed countries in many respects,
including the level of government involvement, its state of development, its growth rate, control of foreign exchange, and allocation
of resources.
Although
the majority of productive assets in China are still owned by the PRC government at various levels, in recent years, the PRC government
has implemented economic reform measures emphasizing utilization of market forces in the development of the economy of China and
a high level of management autonomy. The economy of China has experienced significant growth in recent decades, but growth has
been uneven both geographically and among various sectors of the economy. Economic growth has also been accompanied by periods
of high inflation. The PRC government has implemented various measures from time to time to control inflation and restrain the
rate of economic growth.
For
several decades, the PRC government has carried out economic reforms to achieve decentralization and utilization of market forces
to develop the economy of the PRC. These reforms have resulted in significant economic growth and social progress. There can,
however, be no assurance that the PRC government will continue to pursue such economic policies or, if it does, that those policies
will continue to be successful. Any such adjustment and modification of those economic policies may have an adverse impact on
the securities markets in the PRC as well as the portfolio securities of a fund. Further, the PRC government may from time to
time adopt corrective measures to control the growth of the PRC economy which may also have an adverse impact on the capital growth
and performance of a fund. Political changes, social instability and adverse diplomatic developments in the PRC could result in
the imposition of additional government restrictions including expropriation of assets, confiscatory taxes or nationalization
of some or all of the property held by the underlying issuers of a fund’s portfolio securities.
Government
Intervention and Restriction Risk. Governments and regulators may intervene in the financial markets,
such as by the imposition of trading restrictions, a ban on “naked” short selling or the suspension of short selling
for certain stocks. This may affect the operation and market making activities of each fund, and may have an unpredictable impact
on a fund. Furthermore, such market interventions may have a negative impact on the market sentiment which may in turn affect
the performance of an Underlying Index and as a result the performance of a fund.
Investing
through Stock Connect. In seeking to track its underlying index, a fund may also invest in A-Shares
listed and traded through Stock Connect. Stock Connect is a securities trading and clearing program between either the Shanghai
Stock Exchange (“SSE”) or Shenzhen Stock Exchange (“SZSE”), and any of the Stock Exchange of Hong Kong
Limited (“SEHK”), China Securities Depository and Clearing Corporation Limited (“CSDCC”) and Hong Kong
Securities Clearing Company Limited designed to permit mutual stock market access between mainland China and Hong Kong by allowing
investors to trade and settle shares on each market via their local exchanges. Trading through Stock Connect is subject to a daily
quota (“Daily Quota”), which limits the maximum daily net purchases on any particular day by Hong Kong investors (and
foreign investors trading through Hong Kong) trading People’s Republic of China (“PRC”) listed securities (“Northbound”)
and PRC investors trading Hong Kong listed securities (“Southbound”) trading through the relevant Stock Connect. Accordingly,
each fund’s direct investments in A-Shares will be limited by the Daily Quotas that limit total purchases through Stock
Connect.
A
fund may invest in A-Shares listed and traded on the SSE and SZSE through Stock Connect, or on such other stock exchanges in China
which participate in Stock Connect from time to time. Trading through Stock Connect is subject to a number of restrictions that
may affect a fund’s investments and returns. Although no individual investment quotas or licensing requirements apply to
investors in Stock Connect, trading through Stock Connect is subject to the Daily Quota. The Daily Quota does not belong to a
fund and is utilized by all investors on a first-come-first-serve basis. As such, buy orders for A-Shares would be rejected once
the Daily Quota is exceeded (although the funds will be permitted to sell A-Shares regardless of the Daily Quota balance). The
Daily Quota may restrict a fund’s ability to invest in A-Shares through Stock Connect on a timely basis, which could affect
the funds’ ability to effectively pursue its investment strategy. The Daily Quota is also subject to change.
In
addition, investments made through Stock Connect are subject to trading, clearance and settlement procedures that are untested
in the PRC, which could pose risks to a fund. Moreover, Stock Connect A-Shares generally may not be sold, purchased or otherwise
transferred other than through Stock Connect in accordance with applicable rules. A primary feature of Stock Connect is the application
of the home market’s laws and rules applicable to investors in A-Shares (i.e. the PRC). Therefore, a fund’s investments
in Stock Connect A-Shares are subject to PRC securities regulations and listing rules, among other restrictions. A primary feature
of Stock Connect is the application of the home market’s laws and rules applicable to investors in A-Shares (i.e. the PRC).
Therefore, a fund’s investments in Stock Connect A-Shares are subject to PRC securities regulations and listing rules, among
other restrictions.
While
A-shares must be designated as eligible to be traded under Stock Connect (such eligible A-Shares listed on the SSE, the “SSE
Securities,” and such eligible A-Shares listed on the SZSE, the “SZSE Securities”), those A-Shares may also
lose such designation, and if this occurs, such A-Shares may be sold but could no longer be purchased through Stock Connect. With
respect to sell orders under Stock Connect, the Stock Exchange of Hong Kong (“SEHK”) carries out pre-trade checks
to ensure an investor has sufficient A-Shares in its account before the market opens on the trading day. Accordingly, if there
are insufficient A-Shares in an investor’s account before the market opens on the trading day, the sell order will be rejected,
which may adversely impact a fund’s performance.
In
addition, Stock Connect will only operate on days when both the Chinese and Hong Kong markets are open for trading and when banking
services are available in both markets on the corresponding settlement days. Therefore, an investment in A-Shares through Stock
Connect may subject a fund to the risk of price fluctuations on days when the Chinese markets are open, but Stock Connect is not
trading. Each of the SEHK, SSE and SZSE reserves the right to suspend trading under Stock Connect under certain circumstances.
Where such a suspension of trading is effected, a fund’s ability to access A-Shares through Stock Connect will be adversely
affected. In addition, if one or both of the Chinese and Hong Kong markets are closed on a US trading day, the funds may not be
able to acquire or dispose of A-Shares through Stock Connect in a timely manner, which could adversely affect the funds’
performance.
A
fund’s investments in A-Shares though Stock Connect are held by its custodian in accounts in Central Clearing and Settlement
System (“CCASS”) maintained by the Hong Kong Securities Clearing Company Limited (“HKSCC”), which in turn
holds the A-Shares, as the nominee holder, through an omnibus securities account in its name registered with the CSDCC. The precise
nature and rights of a fund as the Beneficial Owner of the SSE Securities or SZSE Securities through HKSCC as nominee is not well
defined under PRC law. There is a lack of a clear definition of, and distinction between, legal ownership and beneficial ownership
under PRC law and there have been few cases involving a nominee account structure in the PRC courts. The exact nature and methods
of enforcement of the rights and interests of a fund under PRC law is also uncertain. In the unlikely event that HKSCC becomes
subject to winding up proceedings in Hong Kong, there is a risk that the SSE Securities or SZSE Securities may not be regarded
as held for the beneficial ownership of a fund or as part of the general assets of HKSCC available for general distribution to
its creditors.
Notwithstanding
the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held in its omnibus stock account
in the CSDCC, the CSDCC as the share registrar for SSE- or SZSE-listed companies will still treat HKSCC as one of the shareholders
when it handles corporate actions in respect of such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting
SSE Securities and SZSE Securities and keeps participants of CCASS informed of all such corporate actions that require CCASS participants
to take steps in order to participate in them. A fund will therefore depend on HKSCC for both settlement and notification and
implementation of corporate actions.
The
HKSCC is responsible for the clearing, settlement and the provisions of depositary, nominee and other related services of the
trades executed by Hong Kong market participants and investors. Accordingly, investors do not hold SSE Securities or SZSE Securities
directly – they are held through their brokers’ or custodians’ accounts with CCASS. The HKSCC and the CSDCC
establish clearing links and each has become a participant of the other to facilitate clearing and settlement of cross-border
trades. Should CSDCC default and the CSDCC be declared as a defaulter, HKSCC’s liabilities in Stock Connect under its market
contracts with clearing participants will be limited to assisting clearing participants in pursuing their claims against the CSDCC.
In that event, a fund may suffer delays in the recovery process or may not be able to fully recover its losses from the CSDCC.
Market
participants are able to participate in Stock Connect subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the “connectivity”
in Stock Connect requires the routing of orders across the borders of Hong Kong and the PRC. This requires the development of
new information technology systems on the part of the SEHK and exchange participants. There is no assurance that these systems
will function properly or will continue to be adapted to changes and developments in both markets. In the event that the relevant
systems fail to function properly, trading in A-Shares through Stock Connect could be disrupted, and a fund’s ability to
achieve its investment objective may be adversely affected.
Finally,
according to Caishui [2014] 81 (“Circular 81”) and Caishui [2016] 127 (“Circular 127”), while foreign
investors currently are exempt from paying capital gains or business taxes (later, value-added tax) on income and gains from investments
in Stock Connect A-Shares, these PRC tax rules could be changed, which could result in unexpected tax liabilities for a fund.
Dividends derived from A-Shares are subject to a 10% PRC withholding income tax generally. PRC stamp duty is also payable for
transactions in A-Shares through Stock Connect. Currently, PRC stamp duty on A-Shares transactions is only imposed on the seller,
but not on the purchaser, at the tax rate of 0.1% of the total sales value. Circular 81 and Circular 127 stipulate that PRC business
tax (and, subsequently, PRC value-added tax) is temporarily exempted on capital gains derived by Hong Kong market participants
(including the funds) from the trading of A-Shares through Stock Connect. According to Caishui [2016] No. 36, the PRC value-added
tax reform in the PRC will be expanded to all industries, including financial services, starting May 1, 2016. The PRC business
tax exemption prescribed in Circular 81 is grandfathered under the value-added tax regime. The Stock Connect program is a relatively
new program. Further developments are likely and there can be no assurance as to the program’s continued existence or whether
future developments regarding the program may restrict or adversely affect a fund’s investments or returns. In addition,
the application and interpretation of the laws and regulations of Hong Kong and the PRC, and the rules, policies or guidelines
published or applied by relevant regulators and exchanges in respect of the Stock Connect program are uncertain, and they may
have a detrimental effect on a fund’s investments and returns.
PRC
Broker and PRC Custodian Risk. The Subadvisor is responsible for selecting PRC Brokers to execute
transactions for Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China A-Shares ETF and the Advisor
is responsible for selecting PRC Brokers to execute transactions for Xtrackers MSCI China A Inclusion Equity ETF in the PRC markets.
As a matter of practice, only one PRC Broker can be appointed in respect of each stock exchange in the PRC. Thus, each fund will
rely on only one PRC Broker for each stock exchange (the SSE and SZSE) in the PRC, which may be the same PRC Broker. As such a
fund will rely on a limited number of PRC Brokers to execute transactions on behalf of each fund. If a single PRC Broker is appointed,
each fund may not necessarily pay the lowest commission available in the market. However, in their selection of a PRC Broker(s),
the Advisor and/or Subadvisor will consider factors such as the competitiveness of commission rates, size of the relevant orders
and execution standards. Should, for any reason, a fund’s ability to use one or more of the relevant PRC Brokers be affected,
this could disrupt the operations of the fund and affect the ability of the fund to track its Underlying Index, causing a premium
or a discount to the trading price of the fund’s Shares.
With
respect to the funds which invest in A-Shares through the Subadvisor’s RQFII quota, the Subadvisor is responsible for selecting
a custodian in the PRC to custody its assets pursuant to local Chinese laws and regulations (the “PRC Custodian”).
According to the RQFII regulations and market practice, the securities and cash accounts for a fund in the PRC are to be maintained
by the PRC Custodian in the joint names of the Subadvisor as the RQFII holder and each fund. Each fund’s PRC Custodian is
the Bank of China Limited. The PRC Custodian maintains a fund’s RMB deposit accounts and oversees each fund’s investments
in A-Shares in the PRC to ensure their compliance with the rules and regulations of the CSRC and the People’s Bank of China.
A-Shares that are traded on the SSE or SZSE are dealt and held in book-entry form through the China Securities Depository and
Clearing Corporation Limited (“CSDCC”). A-Shares purchased by the Subadvisor, in its capacity as an RQFII, on behalf
of a fund, may be received by the CSDCC and credited to a securities trading account maintained by the PRC Custodian in the names
of the fund and the Subadvisor as the RQFII. If the Advisor obtains an RQFII quota in the future with respect to the Xtrackers
MSCI China A Inclusion Equity ETF, the same considerations would apply.
The
assets held or credited in a fund’s securities trading account(s) maintained by the PRC Custodian are segregated and independent
from the proprietary assets of the PRC Custodian. However, under PRC law, cash deposited in a fund’s cash account(s) maintained
with the PRC Custodian will not be segregated but will be a debt owing from the PRC Custodian to the fund as a depositor. Such
cash will be co-mingled with cash that belongs to other clients or creditors of the PRC Custodian. In the event of bankruptcy
or liquidation of the PRC Custodian, a fund will not have any proprietary rights to the cash deposited in such cash account(s),
and the fund will become an unsecured creditor, ranking pari passu with all other unsecured creditors, of the PRC Custodian.
There
is a risk that each fund may suffer losses from the default, bankruptcy or disqualification of the PRC Broker(s) or PRC Custodian.
In such event, a fund may be adversely affected in the execution of any transaction or face difficulty and/or encounter delays
in recovering its assets, or may not be able to recover it in full or at all. Each fund may also incur losses due to the acts
or omissions of the PRC Brokers and/or the PRC Custodian in the execution or settlement of any transaction or in the transfer
of any funds or securities. Subject to the applicable laws and regulations in the PRC, the Advisor and the Subadvisor will make
arrangements to ensure that the PRC Brokers and PRC Custodian have appropriate procedures to properly safe-keep a fund’s
assets. This risk is applicable to Xtrackers MSCI All China Equity ETF to the extent the fund invests in Xtrackers China A-Shares
ETFs.
PRC
Laws and Regulations Risk. The regulatory and legal framework for capital markets and joint stock
companies in the PRC may not be as well developed as those of developed countries. PRC laws and regulations affecting securities
markets are relatively new and evolving, and because of the limited volume of published cases and judicial interpretation and
their non-binding nature, interpretation and enforcement of these regulations involve significant uncertainties. In addition,
as the PRC legal system develops, no assurance can be given that changes in such laws and regulations, their interpretation or
their enforcement will not have a material adverse effect on their business operations.
Renminbi
(RMB). RMB is the official currency in the People’s Republic of China.
Future
Movements in RMB Exchange Rates Risk. The exchange rate of RMB ceased to be pegged to US dollars
on July 21, 2005, resulting in a more flexible RMB exchange rate system. China Foreign Exchange Trading System, authorized by
the PBOC, promulgates the central parity rate of RMB against US dollars, Euro, Yen, pound sterling and Hong Kong dollar at 9:15
a.m. on each business day, which will be the daily central parity rate for transactions on the Inter-bank Spot Foreign Exchange
Market and OTC transactions of banks. The exchange rate of RMB against the above-mentioned currencies fluctuates within a range
above or below such central parity rate. As the exchange rates are based primarily on market forces, the exchange rates for RMB
against other currencies, including US dollars and Hong Kong dollars, are susceptible to movements based on external factors.
There can be no assurance that such exchange rates will not fluctuate widely against US dollars, Hong Kong dollars or any other
foreign currency in the future. From 1994 to July 2005, the exchange rate for RMB against US dollar and the Hong Kong dollar was
relatively stable. Following July 2005, the appreciation of RMB accelerated until being subject to alternating periods of devaluation,
appreciation and stability beginning in 2015. Although the PRC government has constantly reiterated its intention to maintain
the stability of RMB, it may introduce measures (such as a reduction in the rate of export tax refund) to address the concerns
of the PRC’s trading partners. Therefore, the possibility that the appreciation of RMB will be further accelerated cannot
be excluded. On the other hand, there can be no assurance that RMB will not be subject to devaluation.
Offshore
RMB (“CNH”) Market Risk. The onshore RMB (“CNY”) is the only official
currency of the PRC and is used in all financial transactions between individuals, state and corporations in the PRC. Hong Kong
is the first jurisdiction to allow accumulation of RMB deposits outside the PRC. Since June 2010, the offshore RMB (“CNH”)
is traded officially, regulated jointly by the Hong Kong Monetary Authority and the PBOC. While both CNY and CNH represent RMB,
they are traded in different and separated markets. The two RMB markets operate independently where the flow between them is highly
restricted. Though the CNH is a proxy of the CNY, they do not necessarily have the same exchange rate and their movement may not
be in the same direction. This is because these currencies act in separate jurisdictions, which leads to separate supply and demand
conditions for each, and therefore separate but related currency markets.
The
current size of RMB-denominated financial assets outside the PRC is limited. As of May 2018, the total amount of RMB (CNH) deposits
held by institutions authorized to engage in RMB banking business in Hong Kong amounted to approximately RMB601 billion. In addition,
participating authorized institutions are also required by the Hong Kong Monetary Authority to maintain a total amount of RMB
(in the form of cash and its settlement account balance with a Renminbi clearing bank) of no less than 25% of their RMB deposits,
which further limits the availability of RMB that participating authorized institutions can utilize for conversion services for
their customers. RMB business participating banks do not have direct RMB liquidity support from PBOC. Only the Renminbi clearing
bank has access to onshore liquidity support from PBOC (subject to annual and quarterly quotas imposed by PBOC) to square open
positions of participating banks for limited types of transactions, including open positions resulting from conversion services
for corporations relating to cross-border trade settlement. The Renminbi clearing bank is not obliged to square for participating
banks any open positions resulting from other foreign exchange transactions or conversion services and the participating banks
will need to source RMB from the offshore market to square such open positions. Although it is expected that the offshore RMB
market will continue to grow in depth and size, its growth is subject to many constraints as a result of PRC laws and regulations
on foreign exchange. There is no assurance that new PRC regulations will not be promulgated or the Settlement Agreement will not
be terminated or amended in the future which will have the effect of restricting availability of RMB offshore.
RMB
Exchange Controls and Restrictions Risk. It should be noted that the RMB is currently not a freely
convertible currency as it is subject to foreign exchange control policies and repatriation restrictions imposed by the PRC government.
There is no assurance that there will always be RMB available in sufficient amounts for a fund to remain fully invested. Since
1994, the conversion of RMB into US dollars has been based on rates set by the PBOC, which are set daily based on the previous
day’s PRC interbank foreign exchange market rate. On July 21, 2005, the PRC government introduced a managed floating exchange
rate system to allow the value of RMB to fluctuate within a regulated band based on market supply and demand and by reference
to a basket of currencies. In addition, a market maker system was introduced to the interbank spot foreign exchange market. In
July 2008, China announced that its exchange rate regime was further transformed into a managed floating mechanism based on market
supply and demand. Given the
domestic
and overseas economic developments, the PBOC decided to further improve the RMB exchange rate regime in June 2010 to enhance the
flexibility of the RMB exchange rate. In 2012 and 2014, the PBOC subsequently decided to expand the daily trading band and may
seek to do so again in the future.
However
it should be noted that the PRC government’s policies on exchange control and repatriation restrictions are subject to change,
and any such change may adversely impact each fund. There can be no assurance that the RMB exchange rate will not fluctuate widely
against the US dollar or any other foreign currency in the future. Foreign exchange transactions under the capital account, including
principal payments in respect of foreign currency-denominated obligations, currently continue to be subject to significant foreign
exchange controls and require the approval of the SAFE. On the other hand, the existing PRC foreign exchange regulations have
significantly reduced government foreign exchange controls for transactions under the current account, including trade and service
related foreign exchange transactions and payment of dividends. Nevertheless, neither the Advisor nor the Subadvisor can predict
whether the PRC government will continue its existing foreign exchange policy or when the PRC government will allow free conversion
of the RMB to foreign currencies. Certain investments of Xtrackers MSCI All China Equity ETF may be denominated in RMB and the
fund will be exposed to the risks associated with RMB through its primary investments in the Underlying fund and through its investments
in the Xtrackers Harvest ETFs.
RMB
Trading and Settlement Risk. The trading and settlement of RMB-denominated securities are recent
developments in Hong Kong and there is no assurance that problems will not be encountered with the systems or that other logistical
problems will not arise.
Repatriation
Risk. SAFE regulates and monitors the repatriation of funds out of the PRC by RQFIIs. Repatriations
by RQFIIs in respect of an open-ended RQFII fund, such as the Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers Harvest
CSI 500 China A-Shares Small Cap ETF and, potentially, Xtrackers MSCI China A Inclusion Equity ETF, conducted in RMB are currently
permitted daily and are not subject to repatriation restrictions or prior approval from SAFE, although authenticity and compliance
reviews will be conducted by the PRC Custodian (as that term is defined below), and monthly reports on remittances and repatriations
will be submitted to SAFE by the PRC Custodian. There is no assurance, however, that PRC and RQFII rules and regulations will
not change or that repatriation restrictions will not be imposed in the future. Further, such changes to the PRC and RQFII rules
and regulations may take effect retroactively. Any restrictions on repatriation of the invested capital and net profits may impact
a fund’s ability to meet redemption requests. Furthermore, as the Custodian’s or the PRC Custodian’s review
on authenticity and compliance is conducted on each repatriation, the repatriation may be delayed or even rejected by the Custodian
or the PRC Custodian in case of non-compliance with the RQFII regulations. In such case, it is expected that redemption proceeds
will be paid as soon as practicable and after the completion of the repatriation of the funds concerned. It should be noted that
the actual time required for the completion of the relevant repatriation will be beyond the Advisor’s and the Subadvisor’s
control.
Restricted
Markets Risk. A fund’s investments in A-Shares may be subject to limitations or restrictions
on foreign ownership or holdings imposed by the PRC. Such legal and regulatory restrictions or limitations may have adverse effects
on the liquidity and performance of each fund’s portfolio holdings as compared to the performance of its Underlying Index.
This may increase the risk of tracking error.
RQFII
Late Settlement Risk. Each of the funds will be required to remit RMB from Hong Kong to the PRC
to settle the purchase of A-Shares by a fund from time to time through the RQFII program. In the event such remittance is disrupted,
a fund will not be able to fully replicate its Underlying Index by investing in the relevant A-Shares, which may lead to increased
tracking error. This risk is applicable to Xtrackers MSCI All China Equity ETF to the extent it invests in Xtrackers China A-Shares
ETFs.
RQFII
Program Risk. (Xtrackers Harvest CSI 300 China A-Shares ETF and Xtrackers Harvest CSI 500 China
A-Shares Small Cap ETF) Xtrackers MSCI China A Inclusion Equity ETF intends to invest directly in A-Shares through Stock Connect,
but, in the future, may also utilize any RQFII quota applied for by and granted to the Advisor and/or a Subadvisor. Each fund
is not an RQFII, but with respect to Xtrackers Harvest CSI 300 China A-Shares ETF and X-trackers Harvest CSI 500 China will utilize
the Subadvisor’s RQFII quota granted under RQFII regulations. RQFII regulations provide
that
the size of an RQFII’s quota may be reduced or cancelled by SAFE if the RQFII is unable to use its RQFII quota effectively
within one year after the quota is granted. If SAFE reduces the RQFII’s quota, it may affect the Advisor’s ability
to effectively pursue the applicable fund’s investment strategy.
Under
current regulations in the PRC, foreign investors can invest in the domestic PRC securities markets through certain market-access
programs. These programs include the QFII or RQFII licenses obtained from the CSRC. QFII and RQFII investors have also been granted
a specific aggregate dollar amount investment quota SAFE to invest foreign freely convertible currencies (in the case of a QFII)
and RMB (in the case of an RQFII) in the PRC for the purpose of investing in the PRC’s domestic securities markets. Neither
the Fund nor the Advisor is an RQFII. Rather, the Fund expects to invest in the Underlying Fund, which invests directly in A-Shares
through Stock Connect, but may, in the future, utilize a RQFII quota granted to the Advisor and/or a Subadvisor. The fund may
also invest in the Xtrackers Harvest ETFs, which are subadvised by HGI, an RQFII, and invest directly in A-Shares to the extent
of the A-Shares investment quota granted to HGI pursuant to RQFII regulations.
In
addition, the Subadvisor’s (or, if applicable in the future, the Advisor’s) RQFII status could be suspended or revoked.
There can be no assurance that the Subadvisor (or, in the future, the Advisor) will continue to maintain its RQFII status or be
able to acquire additional RQFII quota. Because each fund will not be able to invest directly in A-Shares in excess of the Subadvisor’s
(or, if applicable in the future, the Advisor’s) RQFII quota and beyond the limits that may be imposed by Stock Connect,
the size of a fund’s direct investments in A-Shares may be limited. In the event the Subadvisor (or, if applicable in the
future, the Advisor) is unable to maintain its RQFII status or its RQFII quota becomes inadequate, unless the Subadvisor (or,
in the future, the Advisor) is able to acquire additional RQFII quota or otherwise obtain sufficient exposure to A-Shares, it
may be necessary for a fund to limit or suspend creations of Creation Units. In such event it is possible that the trading price
of a fund’s Shares on the Exchange will be at a significant premium to the NAV (which may also increase tracking error of
the fund). In extreme circumstances, a fund may incur significant loss due to limited investment capabilities, or may not be able
fully to implement or pursue its investment objectives or strategies, due to RQFII investment restrictions, illiquidity of the
PRC’s securities markets, and delay or disruption in execution of trades or in settlement of trades.
Pursuant
to PRC and RQFII regulations, each of CSRC and SAFE is vested with the power to impose regulatory sanctions if the Advisor and/or
Subadvisor, in its capacity as RQFII, or the PRC Custodian (as that term is defined below) violates any provision of the RQFII
regulations. Any such violations could result in the revocation of the Subadvisor’s (or, if applicable in the future, the
Advisor’s) quota or other regulatory sanctions and may adversely impact the portion of the Subadvisor’s (or, if applicable
in the future, the Advisor’s) quota granted with respect to a fund.
The
current RQFII regulations also include rules on investment restrictions applicable to a fund, which may adversely affect the fund’s
liquidity and performance. In addition, because transaction sizes for RQFIIs are relatively large, the corresponding heightened
risk of exposure to decreased market liquidity and significant price volatility could lead to possible adverse effects on the
timing and pricing of acquisition or disposal of securities.
The
regulations which regulate investments by RQFIIs in the PRC and the repatriation of capital from RQFII investments are relatively
new. The application and interpretation of such investment regulations are therefore relatively untested and there is no certainty
as to how they will be applied as the PRC authorities and regulators have been given wide discretion in such investment regulations
and there is no precedent or certainty as to how such discretion may be exercised now or in the future.
SAFE
had announced on September 10, 2019 that it will propose to remove the investment quota restrictions on QFII’s and RQFII’s,
which will mean investors such as a fund that invests in A-Shares via a QFII or RQFII will no longer be subject to quota limitations
in such investments. However, as of the date of this Statement of Additional Information, SAFE has not confirmed the effective
date of such removal of investment quota restrictions nor the conditions of such removal, and there is no guarantee that such
effective date would occur in the foreseeable future. Investors should note that until the effective date of such removal of investment
quota restrictions, a fund will still be subject to the QFII and/or RQFII quota limitations, and that there is no guarantee that
the removal of investment quota restrictions will be effected as planned.
Commodity
Pool Operator Exclusion. Pursuant to a claim for exclusion filed with the National Futures Association
(“NFA”) on behalf of each fund, the Trust is not deemed to be a “commodity pool operator” (“CPO”),
under the CEA, and it is not subject to registration or regulation as such under the CEA. The Advisor is not deemed to be a “commodity
trading advisor” with respect to its services as an investment advisor to each fund. Under CFTC Regulations, the Advisor
would need to register with the CFTC as a CPO if a fund is unable to comply with certain trading and marketing limitations on
its investments in futures and certain other instruments. With respect to investments in swap transactions, commodity futures,
commodity options or certain other derivatives used for purposes other than bona fide hedging purposes, the Trust, on behalf of
the fund must meet one of the following tests under the amended regulations in order to claim an exclusion from the definition
of a CPO. First, the aggregate initial margin and premiums required to establish a fund’s positions in such investments
may not exceed five percent of the liquidation value of the fund’s portfolio (after accounting for unrealized profits and
unrealized losses on any such investments). Alternatively, the aggregate net notional value of such instruments, determined at
the time of the most recent position established, may not exceed one hundred percent (100%) of the liquidation value of the fund’s
portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of
the foregoing trading limitations, a fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the
commodity futures, commodity options or swaps and derivatives markets. In the event that the Advisor is required to register as
a CPO with respect to a fund, the disclosure and operations of the fund would need to comply with all applicable CFTC regulations.
Compliance with these additional registration and regulatory requirements could increase operational expenses. Other potentially
adverse regulatory initiatives could also develop.
Costs
of Buying or Selling Fund Shares. Buying or selling fund shares involves two types of
costs that apply to all securities transactions. When buying or selling shares of a fund through a broker, you will incur a brokerage
commission or other charges imposed by brokers as determined by that broker. In addition, you will also incur the cost of the
“spread” – that is, the difference between what professional investors are willing to pay for fund shares (the
“bid” price) and the price at which they are willing to sell fund shares (the “ask” price). Because of
the costs inherent in buying or selling fund shares, frequent trading may detract significantly from investment results and an
investment in fund shares may not be advisable for investors who anticipate regularly making small investments.
Delayed
Delivery Transactions. Delayed delivery transactions, also referred to as forward commitments,
involve commitments by the fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary
settlement for such securities. These commitments may fix the payment price and interest rate to be received or paid on the investment.
The fund may purchase securities on a delayed delivery basis to the extent that it can anticipate having available cash on the
settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique.
Investment
in securities on a delayed delivery basis may increase the fund’s exposure to market fluctuation and may increase the possibility
that the fund will incur short-term gains subject to federal taxation or short-term losses if the fund must engage in portfolio
transactions in order to honor a delayed delivery commitment. Until the settlement date, the fund will segregate liquid assets
of a dollar value sufficient at all times to make payment for the delayed delivery transactions. Such segregated liquid assets
will be marked-to market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the
delayed delivery commitments.
The
delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded
as an asset of the fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities
is a liability of the fund until settlement. The fund may enter into buy/sell back transactions (a form of delayed delivery agreement).
In a buy/sell back transaction, the fund enters a trade to sell securities at one price and simultaneously enters a trade to buy
the same securities at another price for settlement at a future date.
Derivatives.
A derivative is a financial contract, the value of which depends on, or is derived from, the
value of an underlying asset such as a security or an index. A fund may invest in stock index futures contracts and other derivatives.
Compared to conventional securities, derivatives can be more sensitive to changes in interest rates or to sudden fluctuations
in market prices and thus a fund’s losses may be greater if it invests in derivatives than if it invests only in conventional
securities.
Currency
Transactions. Certain of the funds may enter into foreign currency futures contracts and forward
currency contracts designed to offset a fund’s exposure to non-US currency. A forward foreign currency exchange contract
(“forward contract”) involves an obligation to purchase or sell a specific currency at a future date, which may be
any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract.
These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial
banks) and their customers. A forward contract generally has no margin deposit requirement, and no commissions are charged at
any stage for trades.
A
non-deliverable forward contract (“NDF”) is a forward contract where there is no physical settlement of two currencies
at maturity. NDFs are contracts between parties in which a net settlement amount based on the change in the specified foreign
exchange rate is paid by one party to the other. Each fund’s obligations with respect to each NDF is accrued on a daily
basis and an amount of cash or liquid securities at least equal to such amount maintained in an account at the Trust’s custodian
bank. The risk of loss with respect to NDFs generally is limited to the net amount of payments that a fund is contractually obligated
to make or receive.
A
foreign currency futures contract is a contract involving an obligation to deliver or acquire the specified amount of a specific
currency, at a specified price and at a specified future time. Futures contracts may be settled on a net cash payment basis rather
than by the sale and delivery of the underlying currency.
Currency
exchange transactions involve a significant degree of risk and the markets in which currency exchange transactions are effected
are highly volatile, specialized and technical. Significant changes, including changes in liquidity and prices, can occur in such
markets within very short periods of time, often within minutes. Currency exchange trading risks include, but are not limited
to, exchange rate risk, maturity gap, interest rate risk, and potential interference by foreign governments through regulation
of local exchange markets, foreign investment or particular transactions in foreign currency. If a fund utilizes foreign currency
transactions at an inappropriate time, such transactions may not serve their intended purpose of improving the correlation of
the fund’s return with the performance of its Underlying Index and may lower the fund’s return. A fund could experience
losses if the value of any currency forwards and futures positions is poorly correlated with its other investments or if it could
not close out its positions because of an illiquid market. Such contracts are subject to the risk that the counterparty will default
on its obligations. In addition, a fund will incur transaction costs, including trading commissions, in connection with certain
foreign currency transactions.
General
Characteristics of Futures and Options. A fund may enter into futures and options contracts
to simulate investment in the respective Underlying Index, to facilitate trading or to reduce transaction costs. A fund may only
enter into futures contracts and options that are traded on a US or non-US exchange. No fund will use futures or options for speculative
purposes.
Futures
contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific instrument
or index at a specified future time and at a specified price. Each fund may enter into futures contracts to purchase securities
indexes when the Advisor and/or Subadvisor, as applicable, anticipate purchasing the underlying securities and believe prices
will rise before the purchase will be made. To the extent required by law, liquid assets committed to futures contracts will be
maintained.
A
call option gives a holder the right to purchase a specific security at a specified price (“exercise price”) within
a specified period of time. A put option gives a holder the right to sell a specific security at a specified exercise price within
a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the
time of purchase and is retained by the writer whether or not such option is exercised. Each Fund may purchase put options to
hedge its portfolio against the risk of a decline in the market value of securities held and may purchase call options to hedge
against an increase in the price of securities it is committed to purchase. Each Fund may write put and call options along with
a long position in options to increase its ability to hedge against a change in the market value of the securities it holds or
is committed to purchase.
Investments
in futures contracts and other investments that contain leverage may require a fund to maintain liquid assets. Generally, each
fund maintains an amount of liquid assets equal to its obligations relative to the position involved, adjusted daily on a marked-to-market
basis. With respect to futures contracts that are contractually required to “cash-settle,”
each
fund maintains liquid assets in an amount at least equal to each fund’s daily marked-to-market obligation (i.e., each fund’s
daily net liability, if any), rather than the contracts’ notional value (i.e., the value of the underlying asset). By maintaining
assets equal to its net obligation under cash-settled futures contracts, the fund may employ leverage to a greater extent than
if each fund set aside assets equal to the futures contracts’ full notional value. A fund bases its asset maintenance policies
on methods permitted by the staff of the SEC and may modify these policies in the future to comply with any changes in the guidance
articulated from time to time by the SEC or its staff.
There
are several risks accompanying the utilization of futures contracts and options on futures contracts. First, a position in futures
contracts and options on futures contracts may be closed only on the exchange on which the contract was made (or a linked exchange).
While each fund plans to utilize futures contracts only if an active market exists for such contracts, there is no guarantee that
a liquid market will exist for the contract at a specified time. While each Fund plans to utilize futures contracts only if an
active market exists for such contracts, there is no guarantee that a liquid market will exist for the contract at a specified
time. Furthermore, because, by definition, futures contracts project price levels in the future and not current levels of valuation,
market circumstances may result in a discrepancy between the price of the stock index future and the movement in the Underlying
Index. In the event of adverse price movements, a fund would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if a fund has insufficient cash, it may have to sell portfolio securities to meet daily margin
requirements at a time when it may be disadvantageous to do so. In addition, each fund may be required to deliver the instruments
underlying the futures contracts it has sold.
The
risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered stock index futures
contracts) is potentially unlimited. The funds do not plan to invest in futures and options to a significant extent or use futures
and options contracts in this way. The risk of a futures position may still be large as traditionally measured due to the low
margin deposits required. In many cases, a relatively small price movement in a futures contract may result in immediate and substantial
loss or gain to the investor relative to the size of a required margin deposit. A fund, however, may utilize futures and options
contracts in a manner designed to limit their risk exposure to levels comparable to a direct investment in the types of stocks
in which they invest.
A
fund’s use of futures and options on futures involves the risk of imperfect or even negative correlation to the Underlying
Index if the index underlying the futures contract differs from the Underlying Index. There is also the risk of loss by a fund
of margin deposits in the event of bankruptcy of a broker with whom a fund has an open position in the futures contract or option.
The purchase of put or call options will be based upon predictions by the Advisor and/or Subadvisor, as applicable, as to anticipated
trends which could prove to be incorrect.
Because
the futures market generally imposes less burdensome margin requirements than the securities market, an increased amount of participation
by speculators in the futures market could result in price fluctuations. Certain financial futures exchanges limit the amount
of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount
by which the price of a futures contract may vary either up or down from the previous day’s settlement price at the end
of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day
at a price beyond that limit. It is possible that futures contract prices could move to the daily limit for several consecutive
trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting each fund to
substantial losses. In the event of adverse price movements, each fund would be required to make daily cash payments of variation
margin.
Options
on Futures Contracts. An option on a futures contract, as contrasted with the direct investment
in such a contract, gives the purchaser the right, in return for the premium paid, to assume a position in the underlying futures
contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option, the
delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the
accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the futures
contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the futures
contract. The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for
the option plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments
by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and
that change would be reflected in the NAV of each fund.
The
potential for loss related to writing call options is unlimited. The potential for loss related to writing put options is limited
to the agreed upon price per Share, also known as the strike price, less the premium received from writing the put.Each Fund may
purchase and write put and call options on futures contracts that are traded on an exchange as a hedge against changes in value
of its portfolio securities, or in anticipation of the purchase of securities, and may enter into closing transactions with respect
to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.
Upon
entering into a futures contract, a fund will be required to deposit with the broker an amount of cash or cash equivalents known
as “initial margin,” which is in the nature of a performance bond or good faith deposit on the contract and is returned
to each fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments,
known as “variation margin,” to and from the broker will be made daily as the price of the index underlying the futures
contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as “marking-to-market.”
At any time prior to the expiration of a futures contract, each fund may elect to close the position by taking an opposite position,
which will operate to terminate each fund’s existing position in the contract.
Swap
Agreements. Over-the-counter (“OTC”) swap agreements are contracts between parties
in which one party agrees to make periodic payments to the other party based on the change in market value or level of a specified
rate, index or asset. In return, the other party agrees to make periodic payments to the first party based on the return of a
different specified rate, index or asset. Swap agreements will usually be performed on a net basis, with each fund receiving or
paying only the net amount of the two payments. The net amount of the excess, if any, of a fund’s obligations over its entitlements
with respect to each swap is accrued on a daily basis and an amount of liquid assets having an aggregate value at least equal
to the accrued excess will be maintained by each fund. Cleared swaps are transacted through futures commission merchants (“FCMs”)
that are members of central clearinghouses with the clearinghouse serving as a central counterparty similar to transactions in
futures contracts. The use of interest-rate and index swaps is a highly specialized activity that involves investment techniques
and risks different from those associated with ordinary portfolio security transactions. These transactions generally do not involve
the delivery of securities or other underlying assets or principal.
The
risk of loss with respect to OTC swaps generally is limited to the net amount of payments that the fund is contractually obligated
to make. Swap agreements are subject to the risk that the swap counterparty will default on its obligations. If such a default
occurs, a fund will have contractual remedies pursuant to the agreements related to the transaction. However, such remedies may
be subject to bankruptcy and insolvency laws which could affect such fund’s rights as a creditor (e.g., a fund may not receive
the net amount of payments that it contractually is entitled to receive). Central clearing through FCMs is expected to decrease
counterparty risk and increase liquidity compared to un-cleared swaps because central clearing interposes a central clearinghouse
as the counterpart to each participant’s swap. However, central clearing does not eliminate counterparty risk or illiquidity
risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a clearinghouse
and by a clearing member FCM may be in excess of the collateral required to be posted by a fund to support its obligations under
a similar un-cleared swap. It is expected, however, that regulators will adopt rules imposing certain margin requirements, including
minimums, on un-cleared swaps in the near future, which could reduce the distinction.
Lending
of Portfolio Securities. To generate additional income, a fund may lend a percentage of its investment
securities to approved institutional borrowers who need to borrow securities in order to complete certain transactions, such as
covering short sales, avoiding failures to deliver securities or completing arbitrage operations, in exchange for collateral in
the form of cash or US government securities. By lending its investment securities, a fund attempts to increase its net investment
income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur
during the term of the loan would belong to a fund. A fund may lend its investment securities so long as the terms, structure
and the aggregate amount of such loans are not inconsistent with the 1940 Act or the rules and regulations or interpretations
of the SEC thereunder, which currently require that (a) the borrower pledge and maintain with a fund collateral consisting of
liquid, unencumbered assets having a value at all times not less than 100% of the value of the securities loaned, (b) the borrower
add to such collateral whenever the price of the securities loaned rises or the value of non-cash collateral declines (i.e., the
borrower “marks to the market” on a daily basis), (c) the loan be made subject to termination by a fund at any time,
and (d) a fund receives a reasonable
return
on the loan (consisting of the return achieved on investment of the cash collateral, less the rebate owed to borrowers, plus distributions
on the loaned securities and any increase in their market value). A fund may pay reasonable fees in connection with loaned securities,
pursuant to written contracts, including fees paid to a fund’s custodian and fees paid to a securities lending agent, including
a securities lending agent that is an affiliate of the Advisor. Voting rights may pass with the loaned securities, but if an event
occurs that the Advisor determines to be a material event affecting an investment on loan, the loan must be called and the securities
voted. Cash collateral received by a fund may be invested in a money market fund managed by the Advisor (or one of its affiliates).
A
fund is subject to all investment risks associated with the reinvestment of any cash collateral received, including, but not limited
to, interest rate, credit and liquidity risk associated with such investments. To the extent the value or return of a fund’s
investments of the cash collateral declines below the amount owed to a borrower, a fund may incur losses that exceed the amount
it earned on lending the security. If the borrower defaults on its obligation to return securities lent because of insolvency
or other reasons, a fund could experience delays and costs in recovering the securities lent or gaining access to collateral.
If a fund is not able to recover securities lent, a fund may sell the collateral and purchase a replacement investment in the
market, incurring the risk that the value of the replacement security is greater than the value of the collateral. However, loans
will be made only to borrowers selected by a fund’s delegate after a commercially reasonable review of relevant facts and
circumstances, including the creditworthiness of the borrower.
In
the case of securities lending transactions, payments in lieu of dividends are not qualified dividend income.
Regulations
Impacting Derivatives and the Lending of Portfolio Securities. Regulations adopted by the Board
of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency
and other regulators throughout the world, which recently took effect with respect to the funds, requires counterparties that
are part of US or foreign global systemically important banking organizations to include contractual restrictions on close-out
and cross default in agreements relating to qualified financial contracts. Securities lending agreements are included in the category
of qualified financial contracts (as well as repurchase agreements and agreements relating to swaps, currency forwards and other
derivatives). The restrictions prevent the funds from closing out a qualified financial contract during a specified time period
(e.g., two days) if the counterparty is subject to resolution proceedings and prohibit the funds from exercising default rights
during that period due to a receivership or similar proceeding of an affiliate of the counterparty. Implementation of these requirements
may increase credit and other risks to the funds.
Equity
Securities. An investment in a fund should be made with an understanding of the risks inherent
in an investment in equity securities, including the risk that the financial condition of issuers may become impaired or that
the general condition of the stock market may deteriorate (either of which may cause a decrease in the value of the portfolio
securities and thus in the value of Shares of a fund). Common stocks are susceptible to general stock market fluctuations and
to volatile increases and decreases in value as market confidence and perceptions of their issuers change. These investor perceptions
are based on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or regional political, economic or banking crises.
Holders of common stocks incur more risks than holders of preferred stocks and debt obligations because common stockholders generally
have rights to receive payments from stock issuers inferior to the rights of creditors, or holders of debt obligations or preferred
stocks. Further, unlike debt securities, which typically have a stated principal amount payable at maturity (the value of which,
however, is subject to market fluctuations prior to maturity), or preferred stocks, which typically have a liquidation preference
and which may have stated optional or mandatory redemption provisions, common stocks have neither a fixed principal amount nor
a maturity.
Although
most of the securities in each Underlying Index are listed on a national securities exchange, the principal trading market for
some may be in the over-the-counter market. The existence of a liquid trading market for certain securities may depend on whether
dealers will make a market in such securities.
Dividend-paying
stocks may underperform non-dividend paying stocks (and the stock market as a whole) over any period of time. In addition, issuers
of dividend-paying stocks may have discretion to defer or stop paying dividends for a stated period of time, or the anticipated
acceleration of dividends may not occur as a result of, among other things, a sharp rise in interest rates or an economic downturn.
If the dividend-paying stocks held by the fund reduce or stop paying dividends, the fund’s ability to generate income may
be adversely affected.
Changes
in the dividend policies of companies in a fund’s portfolio and capital resources available for these companies’ dividend
payments may adversely affect the fund. Depending upon market conditions, dividend-paying stocks that meet the fund’s investment
criteria may not be widely available and/or may be highly concentrated in only a few market sectors.
In
addition, in the current economic environment, global markets are experiencing a very high level of volatility and an increased
risk of corporate failures. The insolvency or other corporate failures of any one or more of the constituents of the Underlying
Index may have an adverse effect on an Underlying Index’s and, therefore, a fund’s performance.
Tracking
Stocks. A tracking stock is a separate class of common stock whose value is linked to a specific
business unit or operating division within a larger company and which is designed to “track” the performance of such
business unit or division. The tracking stock may pay dividends to shareholders independent of the parent company. The parent
company, rather than the business unit or division, generally is the issuer of tracking stock. However, holders of the tracking
stock may not have the same rights as holders of the company’s common stock.
Fixed
Income Securities. An investment in a fund should also be made with an understanding of the risks
inherent in an investment in fixed income securities or bonds. A bond is an interest-bearing security issued by a company, governmental
unit or, in some cases, a non-US entity. The issuer of a bond has a contractual obligation to pay interest at a stated rate on
specific dates and to repay principal (the bond’s face value) periodically or on a specified maturity date. An issuer may
have the right to redeem or “call” a bond before maturity, in which case the investor may have to reinvest the proceeds
at lower market rates. Most bonds bear interest income at a “coupon” rate that is fixed for the life of the bond.
The value of a fixed rate bond usually rises when market interest rates fall, and falls when market interest rates rise. Accordingly,
a fixed rate bond’s yield (income as a percent of the bond’s current value) may differ from its coupon rate as its
value rises or falls. Other types of bonds bear income at an interest rate that is adjusted periodically. Because of their adjustable
interest rates, the values of “floating-rate” or “variable-rate” bonds generally fluctuate less in response
to market interest rate movements than the value of similar fixed rate bonds. The funds may treat some of these bonds as having
a shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. In addition, bonds may
be senior or subordinated obligations. Senior obligations generally have the first claim on a corporation’s earnings and
assets and, in the event of liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the
issuer’s general creditworthiness) or secured (also backed by specified collateral).
Foreign
Securities. To the extent a fund invests in stocks of non-US issuers, certain of the fund’s
investments in such stocks may be in the form of American Depositary Receipts (“ADRs”), Global Depositary Receipts
(“GDRs”) and Non-Voting Depositary Receipts (“NVDRs”) (collectively, “Depositary Receipts”).
Depositary Receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying securities
issued by a non-US issuer. For ADRs, the depository is typically a US financial institution and the underlying securities are
issued by a non- US issuer. For other forms of Depositary Receipts, the depository may be a non-US or a US entity, and the underlying
securities may be issued by a non-US or a US issuer. Depositary Receipts are not necessarily denominated in the same currency
as their underlying securities. Generally, ADRs, issued in registered form, are designed for use in the US securities markets,
NVDRs are designed for use in the Thai securities market and GDRs are tradable both in the United States and in Europe and are
designed for use throughout the world.
In
general, Depositary Receipts will be sponsored, but a fund may invest in unsponsored ADRs under certain circumstances. The issuers
of unsponsored Depositary Receipts are not obligated to disclose material information in the United States. Therefore there may
be less information available regarding such issuers and there may be no correlation between available information and the market
value of the Depositary Receipts.
Investing
in the securities of non-US issuers involves special risks and considerations not typically associated with investing in US issuers.
These include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or confiscatory
taxation, adverse changes in investment or exchange control regulations, political instability which could affect US investments
in non-US countries, and potential restrictions on the flow of international capital. Non-US issuers may be subject to less governmental
regulation than US issuers. Moreover, individual non-US economies may differ favorably or unfavorably from the US economy in such
respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of
payment positions.
Illiquid
Securities. Illiquid securities are investments that a fund reasonably expects cannot be sold
or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing
the market value of the investment, as determined pursuant to the fund’s liquidity risk management program (LRM Program)
adopted pursuant to Rule 22e-4 under the 1940 Act. Under a fund’s LRM Program, the fund may not hold more than 15% of its
net assets in illiquid securities. The LRM Program administrator is responsible for determining the liquidity classification of
a fund’s investments and monitoring compliance with the 15% limit on illiquid securities. Historically, illiquid securities
have included securities subject to contractual or legal restrictions on resale because they have not been registered under the
1933 Act, securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the 1933 Act are referred to as private placements or restricted securities
and are purchased directly from the issuer or in the secondary market. Non-publicly traded securities (including Rule 144A Securities)
may involve a high degree of business and financial risk and may result in substantial losses. These securities may be less liquid
than publicly traded securities, and it may take longer to liquidate these positions than would be the case for publicly traded
securities. Companies whose securities are not publicly traded may not be subject to the disclosure and other investor protection
requirements applicable to companies whose securities are publicly traded. Certain securities may be deemed to be illiquid as
a result of the Advisor’s receipt from time to time of material, non-public information about an issuer, which may limit
the Advisor’s ability to trade such securities for the account of any of its clients, including a fund. In some instances,
these trading restrictions could continue in effect for a substantial period of time. Limitations on resale may have an adverse
effect on the marketability of portfolio securities and a fund might be unable to dispose of illiquid securities promptly or at
reasonable prices and might thereby experience difficulty funding redemptions and other cash needs. An investment in illiquid
securities is subject to the risk that should a fund desire to sell any of these securities when a ready buyer is not available
at a price that is deemed to be representative of their value, the value of a fund’s net assets could be adversely affected.
An
investment in illiquid securities is also subject to the risk of delays on resale and uncertainty in valuation. A fund might also
have to register such illiquid securities in order to dispose of them, resulting in additional expense and delay. A fund selling
its securities in a registered offering may be deemed to be an “underwriter” for purposes of Section 11 of the 1933
Act. In such event, a fund may be liable to purchasers of the securities under Section 11 if the registration statement prepared
by the issuer, or the prospectus forming a part of it, is materially inaccurate or misleading, although a fund may have a due
diligence defense. Adverse market conditions could impede such a public offering of securities.
Investment
Companies and Other Pooled Investment Vehicles. A fund may acquire securities of other registered
investment companies and other pooled investment vehicles (collectively, investment funds) to the extent that such investments
are consistent with its investment objective, policies, strategies and restrictions and the limitations of the 1940 Act. Pursuant
to the 1940 Act, a fund’s investment in investment companies is limited to, subject to certain exceptions: (i) 3% of the
total outstanding voting stock of any one investment company; (ii) 5% of the fund’s total assets with respect to any one
investment company; and (iii) 10% of the fund’s total assets with respect to investment companies in the aggregate. To the
extent allowed by law or regulation, each fund may invest its assets in the securities of investment companies that are money
market funds, including those advised by the Advisor or otherwise affiliated with the Advisor, in excess of the limits discussed
above. Investment funds may include money market mutual funds operated in accordance with Rule 2a-7, closed-end funds, and exchange-traded
funds (ETFs) (including investment funds managed by the Advisor and its affiliates). A fund will indirectly bear its proportionate
share of any management fees and other expenses paid by such other investment funds.
Because
a fund may acquire securities of funds managed by the Advisor or an affiliate of the Advisor, the Advisor may have a conflict
of interest in selecting funds. The Advisor considers such conflicts of interest as part of its investment process and has established
practices designed to minimize such conflicts. The Advisor, any subadvisor and any affiliates of the Advisor, as applicable, earn
fees at varying rates for providing services to underlying affiliated funds. The Advisor and any subadvisor may, therefore, have
a conflict of interest in selecting underlying affiliated funds advised by the Advisor or an affiliate and in determining whether
to invest in an unaffiliated fund from which they will not receive any fees. However, the Advisor and any subadvisor to a fund
will select investments that it believes are appropriate to meet the fund’s investment objectives.
ETFs
and closed-end funds trade on a securities exchange and their shares may trade at a premium or discount to their net asset value.
A fund will incur brokerage costs when it buys and sells shares of ETFs and closed-end funds. ETFs that seek to track the composition
and performance of a specific index may not replicate exactly the performance of their specified index because of trading costs
and operating expenses incurred by the ETF. At times, there may not be an active trading market for shares of some ETFs and closed-end
funds and trading of ETF and closed-end fund shares may be halted or delisted by the listing exchange.
To
the extent consistent with its investment objective, policies, strategies and restrictions, a fund may invest in commodity-related
ETFs. Certain commodity-related ETFs may not be registered as investment companies under the 1940 Act and shareholders of such
commodity-related ETFs, including the investing affiliated fund, will not have the regulatory protections provided to investors
in registered investment companies. Commodity-related ETFs may invest in commodities directly (such as purchasing gold) or they
may seek to track a commodities index by investing in commodity-linked derivative instruments. Commodity-related ETFs are subject
to the risks associated with the commodities or commodity-linked derivative instruments in which they invest. A fund’s ability
to invest in commodity-related ETFs may be limited by its intention to qualify as a regulated investment company under the Code.
In addition, under recent amendments to rules of the Commodity Futures Trading Commission (CFTC), a fund’s investment in
commodity-related ETFs may subject the fund and/or the Advisor to certain registration, disclosure and reporting requirements
of the CFTC. The Advisor will monitor a fund’s use of commodity-related ETFs to determine whether the fund and/or the Advisor
will need to comply with CFTC rules.
Municipal
Securities Risk. Municipal securities are subject to the risk that litigation, legislation or
other political events, local business or economic conditions, credit rating downgrades or the bankruptcy, of the issuer could
have a significant effect on an issuer’s ability to make payments of principal and/or interest or otherwise affect the value
of such securities. In addition, there is a risk that, as a result of the recent economic crisis, the ability of any issuer to
pay, when due, the principal or interest on its municipal bonds may be materially affected. Certain municipalities may have difficulty
meeting their obligations due to, among other reasons, changes in underlying demographics.
Municipal
securities can be significantly affected by political changes as well as uncertainties in the municipal market related to government
regulation, taxation, legislative changes or the rights of municipal security holders. Because many municipal securities are issued
to finance similar projects, especially those relating to education, health care, transportation, utilities and water and sewer,
conditions in those sectors can affect the overall municipal market. In addition, changes in the financial condition of an individual
municipal insurer can affect the overall municipal market. A number of municipalities have had significant financial problems
recently, and these and other municipalities could, potentially, continue to experience significant financial problems resulting
from lower tax revenues and/or decreased aid from state and local governments in the event of an economic downturn. This could
potentially decrease the fund’s income or hurt its ability to preserve capital and liquidity. Municipal securities may include
revenue bonds, which are generally backed by revenue from a specific project or tax. The issuer of a revenue bond makes interest
and principal payments from revenues generated from a particular source or facility, such as a tax on particular property or revenues
generated from a municipal water or sewer utility or an airport. Revenue bonds generally are not backed by the full faith and
credit and general taxing power of the issuer. Municipal securities backed by current or anticipated revenues from a specific
project or specific assets can be negatively affected by the discontinuance of the taxation supporting the project or assets or
the inability to collect revenues for the project or from the assets due to factors such as lower property tax collections as
a result of lower home values, lower sales tax revenues as a result of consumers cutting back spending and lower income tax revenue
as a result of a higher unemployment rate. In addition, since some
municipal
obligations may be secured or guaranteed by banks and other institutions, the risk to the fund could increase if the banking or
financial sector suffers an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded
or at risk of being downgraded by a national rating organization.
The
market for municipal bonds may be less liquid than for taxable bonds. There may also be less publicly available information on
the financial condition of issuers of municipal securities than for public corporations. This means that it may be harder to buy
and sell municipal securities, especially on short notice, and municipal securities may be more difficult for the fund to value
accurately than securities of public corporations. Since the fund invests a significant portion of its portfolio in municipal
securities, the fund’s portfolio may have greater exposure to liquidity risk than a fund that invests in non-municipal securities.
In addition, the value and liquidity of many municipal securities have decreased as a result of the recent financial crisis, which
has also adversely affected many municipal securities issuers and may continue to do so. The markets for many credit instruments,
including municipal securities, have experienced periods of illiquidity and extreme volatility since the latter half of 2007.
In response to the global economic downturn, governmental cost burdens may be reallocated among federal, state and local governments.
In addition, issuers of municipal securities may seek protection under the bankruptcy laws. For example, Chapter 9 of the United
States Code (the “Bankruptcy Code”) provides a financially distressed municipality protection from its creditors while
it develops and negotiates a plan for reorganizing its debts. “Municipality” is defined broadly by the Bankruptcy
Code as a “political subdivision or public agency or instrumentality of a state” and may include various issues of
securities in which the fund invests. The reorganization of a municipality’s debts may include extending debt maturities,
reducing the amount of principal or interest, refinancing the debt or taking other measures, which may significantly affect the
rights of creditors and the value of the securities issued by the municipality and the value of the fund’s investments.
Some
longer-term municipal securities give the investor the right to “put” or sell the security at par (face value) within
a specified number of days following the investor’s request – usually one to seven days. This demand feature enhances
a security’s liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to
par. If a demand feature terminates prior to being exercised, the fund would hold the longer-term security, which could experience
substantially more volatility. Municipal securities are subject to credit and market risk. Generally, prices of higher quality
issues tend to fluctuate more with changes in market interest rates than prices of lower quality issues and prices of longer maturity
issues tend to fluctuate more than prices of shorter maturity issues.
Prices
and yields on municipal securities are dependent on a variety of factors, including general money-market conditions, the financial
condition of the issuer, general conditions of the municipal securities market, the size of a particular offering, the maturity
of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are subject
to change from time to time. Available information about the financial condition of an issuer of municipal securities may not
be as extensive as that which is made available by corporations whose securities are publicly traded. As a result, municipal securities
may be more difficult to value than securities of public corporations.
Many
state and local governments that issue municipal securities are currently under significant economic and financial stress and
may not be able to satisfy their obligations. The taxing power of any governmental entity may be limited and an entity’s
credit may depend on factors which are beyond the entity’s control.
Electric
Utilities Bond Risk. The electric utilities industry has been experiencing, and will continue
to experience, increased competitive pressures. Federal legislation may open transmission access to any electricity supplier,
although it is not presently known to what extent competition will evolve. Other risks include: (a) the availability and cost
of fuel; (b) the availability and cost of capital; (c) the effects of conservation on energy demand; (d) the effects of rapidly
changing environmental, safety and licensing requirements, and other federal, state and local regulations, (e) timely and sufficient
rate increases and governmental limitations on rates charged to customers; (f) the effects of opposition to nuclear power; (g)
increases in operating costs; and (h) obsolescence of existing equipment, facilities and products.
Industrial
Development Bond Risk. Industrial developments bonds are revenue bonds issued by or on behalf
of public authorities to obtain funds to finance various public and/or privately operated facilities, including those for business
and manufacturing, housing, sports, pollution control, airport, mass transit, port and parking facilities. These bonds are normally
secured only by the revenues from the project and not by state or local government tax payments. Consequently, the credit quality
of these securities is dependent upon the ability of the user of the facilities financed by the bonds
and
any guarantor to meet its financial obligations. Payment of interest on and repayment of principal of such bonds are the responsibility
of the user and/or any guarantor. These bonds are subject to a wide variety of risks, many of which relate to the nature of the
specific project. Generally, the value and credit quality of these bonds are sensitive to the risks related to an economic slowdown.
Lease
Obligations Risk. Lease obligations may have risks not normally associated with general obligation
or other revenue bonds. Leases and installment purchase or conditional sale contracts (which may provide for title to the leased
asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property and equipment without
the necessity of complying with the constitutional statutory requirements generally applicable for the issuance of debt. Certain
lease obligations contain “nonappropriation” clauses that provide that the governmental issuer has no obligation to
make future payments under the lease or contract unless money is appropriated for that purpose by the appropriate legislative
body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing “non-appropriation”
clauses are dependent on future legislative actions. If these legislative actions do not occur, the holders of the lease obligation
may experience difficulty in exercising their rights, including disposition of the property. In such circumstances, the fund might
not recover the full principal amount of the obligation.
Municipal
Bond Tax Risk. There is no guarantee that the fund’s income will be exempt from federal
or state income taxes. Events occurring after the date of issuance of a municipal bond or after the fund’s acquisition of
a municipal bond may result in a determination that interest on that bond is includible in gross income for US federal income
tax purposes retroactively to its date of issuance. Such a determination may cause a portion of prior distributions by the fund
to its shareholders to be taxable to those shareholders in the year of receipt. Federal or state changes in income or AMT rates
or in the tax treatment of municipal bonds may make municipal bonds less attractive as investments and cause them to lose value.
Municipal
Market Disruption Risk. The value of municipal securities may be affected by uncertainties in
the municipal market related to legislation or litigation involving the taxation of municipal securities or the rights of municipal
securities holders in the event of a bankruptcy. Proposals to restrict or eliminate the federal income tax exemption for interest
on municipal securities are introduced before Congress from time to time. Proposals also may be introduced before state legislatures
that would affect the state tax treatment of a municipal fund’s distributions. If such proposals were enacted, the availability
of municipal securities and the value of a municipal fund’s holdings would be affected. Municipal bankruptcies are relatively
rare, and certain provisions of the US Bankruptcy Code governing such bankruptcies are unclear and remain untested. Further, the
application of state law to municipal issuers could produce varying results among the states or among municipal securities issuers
within a state. These legal uncertainties could affect the municipal securities market generally, certain specific segments of
the market, or the relative credit quality of particular securities. There is also the possibility that as a result of litigation
or other conditions, the power or ability of issuers to meet their obligations for the payment of interest and principal on their
municipal securities may be materially affected or their obligations may be found to be invalid or unenforceable. Such litigation
or conditions may from time to time have the effect of introducing uncertainties in the market for municipal securities or certain
segments thereof, or of materially affecting the credit risk with respect to particular bonds. Adverse economic, business, legal
or political developments might affect all or a substantial portion of the fund’s municipal securities in the same manner.
Any of these effects could have a significant impact on the prices of some or all of the municipal securities held by the fund.
Resource
Recovery Bond Risk. Resource recovery bonds are a type of revenue bond issued to build facilities
such as solid waste incinerators or waste-to-energy plants. Typically, a private corporation is involved, at least during the
construction phase, and the revenue stream is secured by fees or rents paid by municipalities for use of the facilities. These
bonds are normally secured only by the revenues from the project and not by state or local government tax receipts. Consequently,
the credit quality of these securities is dependent upon the ability of the user of the facilities financed by the bonds and any
guarantor to meet its financial obligations. The viability of a resource recovery project, environmental protection regulations,
and project operator tax incentives may affect the value and credit quality of resource recovery bonds.
Special
Tax Bond Risk. Special tax bonds are usually backed and payable through a single tax, or series
of special taxes such as incremental property taxes. The failure of the tax levy to generate adequate revenue to pay the debt
service on the bonds may cause the value of the bonds to decline. Adverse conditions and developments affecting a particular project
may result in lower revenues to the issuer of the municipal securities, which may adversely affect the value of the fund’s
portfolio.
Transportation
Bond Risk. Transportation bonds may be issued to finance the construction of airports, toll roads,
highways or other transit facilities. Airport bonds are dependent on the general stability of the airline industry and on the
stability of a specific carrier who uses the airport as a hub. Air traffic generally follows broader economic trends and is also
affected by the price and availability of fuel. Toll road bonds are also affected by the cost and availability of fuel as well
as toll levels, the presence of competing roads and the general economic health of an area. Fuel costs and availability also affect
other transportation-related securities, as do the presence of alternate forms of transportation, such as public transportation.
Municipal securities that are issued to finance a particular transportation project often depend solely on revenues from that
project to make principal and interest payments. Adverse conditions and developments affecting a particular project may result
in lower revenues to the issuer of the municipal securities.
Water
and Sewer Bond Risk. Water and sewer revenue bonds are often considered to have relatively secure
credit as a result of their issuer’s importance, monopoly status and generally unimpeded ability to raise rates. Despite
this, lack of water supply due to insufficient rain, run-off or snow pack is a concern that has led to past defaults. Further,
public resistance to rate increases, costly environmental litigation, and federal environmental mandates are challenges faced
by issuers of water and sewer bonds.
Repurchase
Agreements. A repurchase agreement is an instrument under which the purchaser (i.e., a fund)
acquires the security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed upon time
and price, thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to
be collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase
agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by each fund
but only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default
by the seller, each fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.
In
any repurchase transaction, collateral for a repurchase agreement may include cash items, obligations issued by the US government
or its agencies or instrumentalities and any other debt security that the Advisor and/or Subadvisor, as applicable, determines
at the time the repurchase agreement is entered into: (i) is issued by an issuer that has an exceptionally strong capacity to
meet its financial obligations; and (ii) is sufficiently liquid that it can be sold at approximately its carrying value in the
ordinary course of business within seven calendar days. Collateral, however, is not limited to the foregoing and may include for
example obligations rated below the highest category by NRSROs. Collateral for a repurchase agreement may also include securities
that a fund could not hold directly without the repurchase obligation.
Repurchase
agreements pose certain risks for a fund that utilizes them. Such risks are not unique to the funds but are inherent in repurchase
agreements. The funds seek to minimize such risks but such risks cannot be eliminated. Lower quality collateral and collateral
with longer maturities may be subject to greater price fluctuations than higher quality collateral and collateral with shorter
maturities. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate
than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the counterparty’s
repurchase obligation, a fund would retain the status of an unsecured creditor of the counterparty (i.e., the position the fund
would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt securities of the defaulting
counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a fund would be at risk of losing some or
all of the principal and income involved in the transaction.
Restricted
Securities/Rule 144A Securities. The funds may invest in securities offered pursuant to Rule
144A under the 1933 Act (“Rule 144A securities”), which are restricted securities. They may be less liquid and more
difficult to value than other investments because such securities may not be readily marketable in broad public markets. The funds
may not be able to sell a restricted security promptly or at a reasonable price. Although there is a substantial
institutional
market for Rule 144A securities, it is not possible to predict exactly how the market for Rule 144A securities will develop. A
restricted security that was liquid at the time of purchase may subsequently become illiquid and its value may decline as a result.
Restricted securities that are deemed illiquid will count towards a fund’s limitation on illiquid securities. In addition,
transaction costs may be higher for restricted securities than for more liquid securities. The funds may have to bear the expense
of registering Rule 144A securities for resale and the risk of substantial delays in effecting the registration.
Reverse
Repurchase Agreements. Reverse Repurchase agreements involve the sale of securities with an agreement
to repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing. Generally
the effect of such transactions is that a fund can recover all or most of the cash invested in the portfolio securities involved
during the term of the reverse repurchase agreement, while in many cases a fund is able to keep some of the interest income associated
with those securities. Such transactions are advantageous only if a fund has an opportunity to earn a rate of interest on the
cash derived from these transactions that is greater than the interest cost of obtaining the same amount of cash. Opportunities
to realize earnings from the use of the proceeds equal to or greater than the interest required to be paid may not always be available
and a fund intends to use the reverse repurchase technique only when the Advisor and/or Subadvisor, as applicable, believes it
will be advantageous to a fund. The use of reverse repurchase agreements may exaggerate any interim increase or decrease in the
value of a fund’s assets. A fund’s exposure to reverse repurchase agreements will be covered by assets having a value
equal to or greater than such commitments. Each fund maintains liquid assets in connection with reverse repurchase agreements.
Under the 1940 Act, reverse repurchase agreements are considered borrowings.
Russian
Securities. As a result of political and military actions undertaken by Russia in recent years,
the US and the European Union have instituted sanctions against certain Russian officials and Bank Rossiya. These sanctions, and
any additional sanctions or other intergovernmental actions that may be undertaken against Russia in the future, may result in
the devaluation of Russian currency, a downgrade in the Russia’s credit rating, and a decline in the value and liquidity
of Russian securities. These sanctions could result in the immediate freeze of Russian securities, impairing the ability of a
fund to buy, sell, receive, or deliver those securities. Retaliatory action by the Russian government could involve the seizure
of US and/or European residents’ assets, and any such actions are likely to impair the value and liquidity of such assets.
Any or all of these potential results could push Russia’s economy into a recession. These sanctions, and the continued disruption
of the Russian economy, could have a negative effect on the performance of a fund to the extent their Underlying Indexes and their
portfolios contain the securities of Russian issuers.
Short
Sales. When a fund makes a short sale, it borrows the security sold short and delivers it to
the broker-dealer through which it made the short sale. Each fund may have to pay a fee to borrow particular securities and is
often obligated to turn over any payments received on such borrowed securities to the lender of the securities. Each fund secures
its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, US Government
securities or other liquid securities similar to those borrowed. With respect to uncovered short positions, the funds are required
to deposit similar collateral with its custodian, if necessary, to the extent that the value of both collateral deposits in the
aggregate is at all times equal to at least 150% of the current market value of the securities sold short (100% of the current
market value if a security is held in the account that is convertible or exchangeable into the security sold short within 90 days
without restriction other than the payment of money). Depending on arrangements made with the broker-dealer from which a fund
borrowed the security, regarding payment received by the fund on such security, the fund may not receive any payments (including
interest) on its collateral deposited with such broker-dealer. Because making short sales in securities that it does not own exposes
a fund to the risks associated with those securities, such short sales involve speculative exposure risk. Each fund will incur
a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which
the fund replaces the borrowed security. Each fund will realize a gain on a short sale if the security declines in price between
those dates. There can be no assurance that the funds will be able to close out a short sale position at any particular time or
at an acceptable price.
Each
fund may also make short sales “against the box” without being subject to such limitations. In a short sale “against-the-box,”
at the time of the sale, a fund owns or has the immediate and unconditional right to acquire the identical security at no additional
cost. If a fund makes a short sale against the box, the fund would not immediately deliver the securities sold and would not receive
the proceeds from the sale. The seller is said to have a short position
in
the securities sold until it delivers the securities sold, at which time it receives the proceeds of the sale. To secure its obligation
to deliver securities sold short, a fund will deposit in escrow in a separate account with the custodian an equal amount of the
securities sold short or securities convertible into or exchangeable for such securities. Each fund can close out its short position
by purchasing and delivering an equal amount of the securities sold short, rather than by delivering securities already held by
the fund because the fund might want to continue to receive interest and dividend payments on securities in its portfolio that
are convertible into the securities sold short.
Short-Term
Instruments and Temporary Investments. Short-term instruments, including money market instruments,
may be used on an ongoing basis to provide liquidity or for other reasons, including to the extent necessary to help each fund
track its underlying index. Money market instruments are generally short-term investments that may include but are not limited
to: (i) Shares of money market funds (including those advised by the Advisor and/or Subadvisor, as applicable); (ii) obligations
issued or guaranteed by the US government, its agencies or instrumentalities (including government-sponsored enterprises); (iii)
negotiable certificates of deposit (“CDs”), bankers’ acceptances, fixed-time deposits and other obligations
of US and non-US banks (including non-US branches) and similar institutions; (iv) commercial paper rated, at the date of purchase,
“Prime-1” by Moody’s Investors Service, Inc. or “A-1” by Standard & Poor’s Financial Services
LLC (“S&P”), or if unrated, of comparable quality as determined by the Advisor and/or Subadvisor, as applicable;
(v) non-convertible corporate debt securities (e.g., bonds and debentures) with remaining maturities at the date of purchase of
not more than 397 days and that satisfy the credit quality requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase
agreements; and (vii) short-term US dollar-denominated obligations of non-US banks (including US branches) that, in the opinion
of the Advisor and/or Subadvisor, as applicable, are of comparable quality to obligations of US banks which may be purchased by
a fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits
maintained in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time
drafts drawn on commercial banks by borrowers, usually in connection with international transactions.
Special
Taxation Risks for Funds that Invest in Underlying Funds. To the extent a fund invests in an
Underlying Fund, the fund’s exposure to the portfolio investments of such Underlying Fund through its investment in the
Underlying Fund’s shares may be less tax efficient than the fund investing directly in the Underlying Fund’s portfolio
investments. The fund will not be able to offset its taxable income and gains with losses incurred by the Underlying Fund because
the Underlying Fund is treated as a corporation for US federal income tax purposes. The fund’s sales of shares in the Underlying
Fund, including those resulting from changes in the fund’s allocation of assets, could cause the recognition of additional
taxable gains. A portion of any such gains may be short-term capital gains, which will be taxable as ordinary dividend income
when distributed to the fund’s shareholders.
Further,
certain losses recognized on sales of shares in an Underlying Fund may be deferred under the wash sale rules. Any loss realized
by the fund on a disposition of shares in an Underlying Fund held for six months or less will be treated as a long-term capital
loss to the extent of any amounts treated as distributions to the fund of net long-term capital gain with respect to the Underlying
Fund’s shares (including any amounts credited to the fund as undistributed capital gains). Short-term capital gains earned
by the Underlying Fund will be treated as ordinary dividends when distributed to the fund and therefore may not be offset by any
short-term capital losses incurred by the fund. The fund’s short-term capital losses might instead offset long-term capital
gains realized by the fund, which would otherwise be eligible for reduced US federal income tax rates when distributed to individual
and certain other non-corporate shareholders.
To
the extent a fund invests in an Xtrackers China A-Shares ETF, such investment poses additional taxation risk. Specifically, if
the Chinese government imposes restrictions on the Xtrackers China A-Shares ETF’s ability to repatriate monies associated
with investment in A-Shares, the Xtrackers China A-Shares ETF could fail to qualify for US federal income tax treatment as a regulated
investment company. Under those circumstances, the Xtrackers China A-Shares ETF would be subject to tax as a regular corporation,
and the fund would not be able to treat non-US income taxes paid by the Xtrackers China A-Shares ETFs as paid by the fund’s
shareholders.
Tax
Risks. As with any investment, you should consider how your investment in Shares of the fund
will be taxed. The tax information in the Prospectus and this SAI is provided as general information. You should consult your
own tax professional about the tax consequences of an investment in Shares of the fund.
When-Issued
Securities. A fund may purchase when-issued securities. Purchasing securities on a “when-issued”
basis means that the date for delivery of and payment for the securities is not fixed at the date of purchase, but is set after
the securities are issued. The payment obligation and, if applicable, the interest rate that will be received on the securities
are fixed at the time the buyer enters into the commitment. The fund will only make commitments to purchase such securities with
the intention of actually acquiring such securities, but the fund may sell these securities before the settlement date if it is
deemed advisable.
Securities
purchased on a when-issued basis and the securities held in the fund’s portfolio are subject to changes in market value
based upon the public’s perception of the creditworthiness of the issuer and, if applicable, the changes in the level of
interest rates. Therefore, if the fund is to remain substantially fully invested at the same time that it has purchased securities
on a when-issued basis, there will be a possibility that the market value of the fund’s assets will fluctuate to a greater
degree. Furthermore, when the time comes for the fund to meet its obligations under when-issued commitments, the fund will do
so by using then available cash flow, by sale of the segregated liquid assets, by sale of other securities, or although it would
not normally expect to do so, by directing the sale of when-issued securities themselves (which may have a market value greater
or less than the fund’s payment obligation).
Investment
in securities on a when-issued basis may increase the fund’s exposure to market fluctuation and may increase the possibility
that the fund will incur short-term gains subject to federal taxation or short-term losses if the fund must sell another security
in order to honor a when-issued commitment. The fund will employ techniques designed to reduce such risks. If the fund purchases
a when-issued security, the fund will segregate liquid assets in an amount equal to the when-issued commitment. If the market
value of such segregated assets declines, additional liquid assets will be segregated on a daily basis so that the market value
of the segregated assets will equal the amount of the fund’s when-issued commitments.
Part
II: Appendix II-F—Taxes
The
following is intended to be a general summary of certain federal income tax consequences of investing in a fund. This discussion
does not address all aspects of taxation (including state, local, and foreign taxes) that may be relevant to particular shareholders
in light of their own investment or tax circumstances, or to particular types of shareholders (including insurance companies,
tax-deferred retirement plans, financial institutions or broker-dealers, foreign corporations, and persons who are not citizens
or residents of the United States) that are subject to special treatment under the US federal income tax laws. Current and prospective
investors are therefore advised to consult with their tax advisors before making an investment in a fund. This summary is based
on the laws in effect on the date of this SAI and on existing judicial and administrative interpretations thereof, all of which
are subject to change, possibly with retroactive effect.
Regulated
Investment Company Qualifications. Each fund intends to qualify for treatment as a separate RIC
under Subchapter M of the Code. To qualify for treatment as a RIC, each fund must annually distribute at least 90% of its investment
company taxable income (which includes dividends, interest and net short-term capital gains) and meet several other requirements.
Among such other requirements are the following: (i) at least 90% of each fund’s annual gross income must be derived from
dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities
or non-US currencies, other income (including, but not limited to, gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies, and net income derived from interests in qualified
publicly-traded partnerships (i.e., partnerships that are traded on an established securities market or tradable on a secondary
market, other than partnerships that derive 90% of their income from interest, dividends, capital gains and other traditionally
permitted mutual fund income); and (ii) at the close of each quarter of each fund’s taxable year, (a) at least 50% of the
market value of each fund’s total assets must be represented by cash and cash items, US government securities, securities
of other RICs and other securities, with such other securities limited for purposes of this calculation in respect of any one
issuer to an amount not greater than 5% of the value of the fund’s assets and not greater than 10% of the outstanding voting
securities of such issuer, and (b) not more than 25% of the value of each fund’s total assets may be invested in the securities
(other than US government securities or the securities of other RICs) of any one issuer, or two or more issuers of which 20% or
more of the voting stock is held by the fund and that are engaged in the same or similar trades or businesses or related trades
or businesses, or the securities of one or more qualified publicly-traded partnerships. The Treasury Department is authorized
to promulgate regulations under which gains from foreign currencies (and options, futures, and forward contracts on foreign currency)
would constitute qualifying income for purposes of the test described in (i) above only if such gains are directly related to
investing in securities. To date, such regulations have not been issued.
Although
in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable
to an interest in a qualified publicly-traded partnership. A fund’s investments in partnerships, if any, including in qualified
publicly-traded partnerships, may result in a fund being subject to state, local, or non-US income, franchise or withholding tax
liabilities.
Taxation
of Regulated Investment Companies. As a RIC, a fund will not be subject to US federal income
tax on the portion of its taxable investment income and capital gains that it distributes to its shareholders, provided that it
satisfies a minimum distribution requirement. To satisfy the minimum distribution requirement, a fund must distribute to its shareholders
an amount at least equal to the sum of (i) 90% of its “investment company taxable income” (i.e., taxable income other
than its net realized long-term capital gain over its net realized short-term capital loss), plus or minus certain adjustments,
and (ii) 90% of its net tax-exempt income for the taxable year. A fund will be subject to income tax at regular corporation rates
on any taxable income or gains that it does not distribute to its shareholders. If a fund fails to qualify for any taxable year
as a RIC or fails to meet the distribution requirement, all of its taxable income will be subject to tax at regular corporate
income tax rates without any deduction for distributions to shareholders, and such distributions generally will be taxable to
shareholders as ordinary dividends to the extent of the fund’s current and accumulated earnings and profits. In such event,
distributions to individuals should be eligible to be treated as qualified dividend income and distributions to corporate shareholders
generally should be eligible for the dividends received deduction. Although each fund intends to distribute substantially all
of its net investment income and its capital gains for each taxable year, each fund will be subject to US federal income taxation
to the extent any such
income
or gains are not distributed. If a fund fails to qualify as a RIC in any year, it must pay out its earnings and profits accumulated
in that year in order to qualify again as a RIC. If a fund fails to qualify as a RIC for a period greater than two taxable years,
the fund may be required to recognize any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate
gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the fund
had been liquidated) if it qualifies as a RIC in a subsequent year.
If
a fund does not on a timely basis receive applicable government approvals in the PRC to repatriate funds associated with direct
investment in A-Shares, the fund may be unable to satisfy the minimum distribution requirement described above.
Excise
Tax. A fund will be subject to a 4% excise tax on certain undistributed income if it does not
generally distribute to its shareholders in each calendar year an amount at least equal to the sum of (i) 98% of its ordinary
income for the calendar year (taking into account certain deferrals and elections) plus (ii) 98.2% of its capital gain net income
(reduced by certain ordinary losses) for the 12 months ended October 31 of such year. For this purpose, however, any ordinary
income or capital gain net income retained by a fund that is subject to corporate income tax in the taxable year ending within
the relevant calendar year will be considered to have been distributed. In addition, the minimum amounts that must be distributed
in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as
the case may be, from the previous year. Each fund intends to declare and distribute dividends and distributions in the amounts
and at the times necessary to avoid the application of this 4% excise tax.
If
a fund does not on a timely basis receive applicable government approvals in the PRC to repatriate funds associated with direct
investment in A-Shares, a fund may be unable to avoid the excise tax.
Fund
Losses. If a fund has a “net capital loss” (that is, capital losses in excess of
capital gains) for a taxable year, the excess of the fund’s net short-term capital losses over its net long-term capital
gains is treated as a short-term capital loss arising on the first day of the fund’s next taxable year, and the excess (if
any) of the fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital
loss arising on the first day of the fund’s next taxable year. These losses can be carried forward indefinitely to offset
capital gains, if any, in years following the year of the loss.
Under
certain circumstances, a fund may elect to treat certain losses as though they were incurred on the first day of the taxable year
following the taxable year in which they were actually incurred.
Net
Capital Loss Carryforwards. Net capital loss carryforwards may be applied against any net realized
capital gains in each succeeding year.
Taxation
of US Shareholders. Dividends and other distributions by a fund are generally treated under the
Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or distribution declared
by a fund in October, November or December of any calendar year and payable to shareholders of record on a specified date in such
a month shall be deemed to have been received by each shareholder on December 31 of such calendar year and to have been paid by
the fund not later than such December 31, provided such dividend is actually paid by the fund during January of the following
calendar year.
Each
fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and any net
realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss carryovers).
However, if a fund retains for investment an amount equal to all or a portion of its net long-term capital gains in excess of
its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (currently at
a maximum rate of 21%) on the amount retained. In that event, the fund may report such retained amounts as undistributed capital
gains in a notice to its shareholders who (a) will be required to include in income for US federal income tax purposes, as long-term
capital gains, their proportionate Shares of the undistributed amount, (b) will be entitled to credit their proportionate Shares
of the US federal income tax paid by the fund on the undistributed amount against their US federal income tax liabilities, if
any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to increase their
tax basis, for US federal income tax purposes, in their Shares by an amount equal to 79% of the amount of undistributed capital
gains included in the
shareholder’s
income. Organizations or persons not subject to US federal income tax on such capital gains will be entitled to a refund of their
pro rata Share of such taxes paid by the fund upon filing appropriate returns or claims for refund with the IRS.
Distributions
of net realized long-term capital gains, if any, that a fund reports as capital gains dividends are taxable as long-term capital
gains, whether paid in cash or in Shares and regardless of how long a shareholder has held Shares of the fund. All other dividends
of a fund (including dividends from short-term capital gains) from its current and accumulated earnings and profits (“regular
dividends”) are generally subject to tax as ordinary income, subject to the discussion of qualified dividend income below.
If
an individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an “extraordinary
dividend,” and the individual subsequently recognizes a loss on the sale or exchange of stock in respect of which the extraordinary
dividend was paid, then the loss will be long-term capital loss to the extent of such extraordinary dividend. An “extraordinary
dividend” on common stock for this purpose is generally a dividend (i) in an amount greater than or equal to 10% of the
taxpayer’s tax basis (or trading value) in a Share of stock, aggregating dividends with ex-dividend dates within an 85-day
period or (ii) in an amount greater than 20% of the taxpayer’s tax basis (or trading value) in a Share of stock, aggregating
dividends with ex- dividend dates within a 365-day period.
Distributions
in excess of a fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as a tax-free
return of capital to the extent of a shareholder’s basis in Shares of the fund, and as a capital gain thereafter (if the
shareholder holds Shares of the fund as capital assets). Shareholders receiving dividends or distributions in the form of additional
Shares should generally be treated for US federal income tax purposes as receiving a distribution in an amount equal to the amount
of money that the shareholders receiving cash dividends or distributions will receive and should generally have a cost basis in
the Shares received equal to such amount.
Investors
considering buying Shares just prior to a dividend or capital gain distribution should be aware that, although the price of Shares
purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution may nevertheless
be taxable to them. If a fund is the holder of record of any security on the record date for any dividends payable with respect
to such security, such dividends will be included in the fund’s gross income not as of the date received but as of the later
of (a) the date such security became ex-dividend with respect to such dividends (i.e., the date on which a buyer of the security
would not be entitled to receive the declared, but unpaid, dividends); or (b) the date the fund acquired such security. Accordingly,
in order to satisfy its income distribution requirements, a fund may be required to pay dividends based on anticipated earnings,
and shareholders may receive dividends in an earlier year than would otherwise be the case.
In
certain situations, a fund may, for a taxable year, defer all or a portion of its capital losses, currency losses and certain
other ordinary losses until the next taxable year in computing its investment company taxable income and net capital gain, which
will defer the recognition of such realized losses. Such deferrals and other rules regarding gains and losses may affect the tax
character of shareholder distributions.
An
additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions
received from a fund and net gains from redemptions or other taxable dispositions of fund Shares) of US individuals, estates and
trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted
gross income” (in the case of an estate or trust) exceeds certain threshold amounts.
Sales
of Shares. Upon the sale or exchange of Shares of a fund, a shareholder will realize a taxable
gain or loss equal to the difference between the amount realized and the shareholder’s basis in Shares of a fund. A redemption
of Shares by a fund will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the
Shares are capital assets in the shareholder’s hands and will be long-term capital gain or loss if the Shares are held for
more than one year and short-term capital gain or loss if the Shares are held for one year or less. Any loss realized on a sale
or exchange will be disallowed to the extent the Shares disposed of are replaced, including replacement through the reinvesting
of dividends and capital gains distributions in the fund, within a 61-day period beginning 30 days before and ending 30 days after
the disposition of the Shares. In such a case, the basis of the Shares acquired will be increased
to
reflect the disallowed loss. Any loss realized by a shareholder on the sale of a fund Share held by the shareholder for six months
or less will be treated for US federal income tax purposes as a long-term capital loss to the extent of any distributions or deemed
distributions of long-term capital gains received by the shareholder with respect to such Share.
If
a shareholder incurs a sales charge in acquiring Shares of a fund, disposes of those Shares within 90 days and then acquires,
prior to February 1 of the following calendar year, shares in a mutual fund for which the otherwise applicable sales charge is
reduced by reason of a reinvestment right (e.g., an exchange privilege), the original sales charge will not be taken into account
in computing gain/loss on the original Shares to the extent the subsequent sales charge is reduced. Instead, the disregarded portion
of the original sales charge will be added to the tax basis of the newly acquired Shares. Furthermore, the same rule also applies
to a disposition of the newly acquired Shares made within 90 days of the second acquisition. This provision prevents shareholders
from immediately deducting the sales charge by shifting their investments within a family of mutual funds.
Legislation
passed by Congress requires reporting of adjusted cost basis information for covered securities, which generally include shares
of a RIC acquired after January 1, 2012, to the Internal Revenue Service and to taxpayers.
Shareholders
should contact their financial intermediaries with respect to reporting of cost basis and available elections for their accounts.
Back-Up
Withholding. In certain cases, withholding will be required at the applicable withholding rate
(currently 24%), from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer identification
number; (ii) is subject to back-up withholding by the IRS; (iii) has failed to certify that such shareholder is not subject to
back-up withholding; or (iv) has not certified that such shareholder is a US person (including a US resident alien). Back-up withholding
is not an additional tax and any amount withheld may be credited against a shareholder’s US federal income tax liability.
Sections
351 and 362. The Trust, on behalf of each fund, has the right to reject an order for a purchase
of Shares of the fund if the purchaser (or group of purchasers) would, upon obtaining the Shares so ordered, own 80% or more of
the outstanding Shares of a given Fund and if, pursuant to Sections 351 and 362 of the Code, that fund would have a basis in the
securities different from the market value of such securities on the date of deposit. If a fund’s basis in such securities
on the date of deposit was less than market value on such date, the fund, upon disposition of the securities, would recognize
more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated
that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting the order could
result in material adverse tax consequences to a fund or its shareholders. The Trust also has the right to require information
necessary to determine beneficial Share ownership for purposes of the 80% determination.
Investment
in the Underlying Funds. A fund’s exposure to high yield corporate bonds through an underlying
fund (i.e., the Underlying Funds) may be less tax efficient than a direct investment high yield corporate bonds. The fund will
not be able to offset its taxable income and gains with losses incurred by the underlying fund because the underlying fund(s)
are treated as corporations for US federal income tax purposes. The fund’s sales of shares of an underlying fund, including
those resulting from changes in the fund’s allocation of assets, could cause the recognition of additional taxable gains.
A portion of any such gains may be short-term capital gains, which will be taxable as ordinary dividend income when distributed
to the fund’s shareholders. Further, certain losses recognized on sales of shares of the underlying fund may be deferred
under the wash sale rules. Any loss realized by the fund on a disposition of shares of the underlying fund held for six months
or less will be treated as a long-term capital loss to the extent of any amounts treated as distributions to the fund of net long-term
capital gain with respect to the underlying fund’s shares (including any amounts credited to the fund as undistributed capital
gains). Short-term capital gains earned by the underlying fund will be treated as ordinary dividends when distributed to the fund
and therefore may not be offset by any short-term capital losses incurred by the fund. The fund’s short-term capital losses
might instead offset long-term capital gains realized by the fund, which would otherwise be eligible for reduced US federal income
tax rates when distributed to individual and certain other non-corporate shareholders.
Taxation
of Certain Derivatives. A fund’s transactions in zero coupon securities, non-US currencies,
forward contracts, options and futures contracts (including options, futures contracts and forward contracts on non-US currencies),
to the extent permitted, will be subject to special provisions of the Code (including provisions relating to “hedging transactions”
and “straddles”) that, among other things, may affect the character of gains and losses realized by the fund (i.e.,
may affect whether gains or losses are ordinary or capital), accelerate recognition of income to the fund and defer fund losses.
These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also (a)
will require a fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed
out at the end of each year) and (b) may cause a fund to recognize income without receiving cash with which to pay dividends or
make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise taxes. Each fund
will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in its books and
records when it acquires any zero coupon security, non-US currency, forward contract, option, futures contract or hedged investment
in order to mitigate the effect of these rules and prevent disqualification of the fund as a RIC.
A
fund’s investment in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-US currency
forward contracts traded in the interbank market and options on most security indexes, are subject to special tax rules. All Section
1256 contracts held by a fund at the end of its taxable year are required to be marked to their market value, and any unrealized
gain or loss on those positions will be included in the fund’s income as if each position had been sold for its fair market
value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by the fund from
positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were
not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will
be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss,
regardless of the period of time the positions were actually held by the fund.
As
a result of entering into swap contracts, a fund may make or receive periodic net payments. A fund may also make or receive a
payment when a swap is terminated prior to maturity through an assignment of the swap or other closing transaction. Periodic net
payments will generally constitute ordinary income or deductions, while termination of a swap will generally result in capital
gain or loss (which will be a long-term capital gain or loss if the fund has been a party to the swap for more than one year).
With respect to certain types of swaps, a fund may be required to currently recognize income or loss with respect to future payments
on such swaps or may elect under certain circumstances to mark such swaps to market annually for tax purposes as ordinary income
or loss. The tax treatment of many types of credit default swaps is uncertain.
Qualified
Dividend Income. Distributions by a fund of investment company taxable income (including any
short-term capital gains), whether received in cash or Shares, will be taxable either as ordinary income or as qualified dividend
income, eligible for the reduced maximum rate to individuals of either 15% or 20% (depending on whether the individual’s
income exceeds certain threshold amounts) to the extent the fund receives qualified dividend income on the securities it holds
and the fund designates the distribution as qualified dividend income. Distributions by a fund of its net short-term capital gains
will be taxable as ordinary income. Capital gain distributions consisting of a fund’s net capital gains will be taxable
as long-term capital gains. Qualified dividend income is, in general, dividend income from taxable US corporations (but generally
not from US REITs) and certain non-US corporations (e.g., non-US corporations that are not “passive foreign investment companies”
and which are incorporated in a possession of the US or in certain countries with a comprehensive tax treaty with the US, or the
stock of which is readily tradable on an established securities market in the US). Under current IRS guidance, the United States
has appropriate comprehensive income tax treaties with the following countries: Australia, Austria, Bangladesh, Barbados, Belgium,
Bulgaria, Canada, China (but not with Hong Kong, which is treated as a separate jurisdiction for US tax purposes), Cyprus, the
Czech Republic, Denmark, Egypt, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, India, Indonesia, Ireland, Israel,
Italy, Jamaica, Japan, Kazakhstan, Latvia, Lithuania, Luxembourg, Malta, Mexico, Morocco, the Netherlands, New Zealand, Norway,
Pakistan, the Philippines, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia, South Africa, South Korea, Spain, Sri
Lanka, Sweden, Switzerland, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, the United Kingdom, and Venezuela.
A
dividend from a fund will not be treated as qualified dividend income to the extent that (i) the shareholder has not held the
Shares on which the dividend was paid for 61 days during the 121-day period that begins on the date that is 60 days before the
date on which the Shares become ex-dividend with respect to such dividend or the fund fails to satisfy those holding period requirements
with respect to the securities it holds that paid the dividends distributed to the shareholder (or, in the case of certain preferred
stocks, the holding requirement of 91 days during the 181-day period beginning on the date that is 90 days before the date on
which the stock becomes ex- dividend with respect to such dividend); (ii) the fund or the shareholder is under an obligation (whether
pursuant to a short sale or otherwise) to make related payments with respect to substantially similar or related property; or
(iii) the shareholder elects to treat such dividend as investment income under Section 163(d)(4)(B) of the Code. Dividends received
by a fund from a REIT or another RIC may be treated as qualified dividend income only to the extent the dividend distributions
are attributable to qualified dividend income received by such REIT or other RIC. It is expected that dividends received by a
fund from a REIT and distributed to a shareholder generally will be taxable to the shareholder as ordinary income.
If
you lend your fund Shares pursuant to securities lending arrangements you may lose the ability to use non-US tax credits passed
through by the fund or to treat fund dividends (paid while the Shares are held by the borrower) as qualified dividends. Consult
your financial intermediary or tax advisor. If you enter into a short sale with respect to Shares of the fund, substitute payments
made to the lender of such Shares may not be deductible. Consult your financial intermediary or tax advisor.
Corporate
Dividends Received Deduction. Distributions reported to shareholders as derived from a Fund’s
dividend income, if any, that would be eligible for the dividends received deduction if a Fund were not a regulated investment
company may be eligible for the dividends received deduction for corporate shareholders. The dividends received deduction, if
available, is reduced to the extent the shares with respect to which the dividends are received are treated as debt-financed under
federal income tax law and is eliminated if the shares are deemed to have been held for less than a minimum period, generally
46 days. The dividends received deduction also may be reduced as a result of a Fund’s securities lending activities, hedging
activities or a high portfolio turnover rate or as a result of certain derivative transactions entered into by a Fund.
Excess
Inclusion Income. Under current law, the fund serves to block unrelated business taxable income
from being realized by their tax-exempt Shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize unrelated
business taxable income by virtue of its investment in the fund if shares in the fund constitute debt-financed property in the
hands of the tax-exempt shareholder within the meaning of Code Section 514(b). Certain types of income received by the fund from
REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the fund to designate some
or all of its distributions as “excess inclusion income.” To fund shareholders, such excess inclusion income may (i)
constitute taxable income, as “unrelated business taxable income” for those shareholders who would otherwise be tax-exempt
such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not
be offset by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced US withholding for non-US shareholders
even from tax treaty countries; and (iv) cause the fund to be subject to tax if certain “disqualified organizations”
as defined by the Code are fund shareholders. If a charitable remainder annuity trust or a charitable remainder unitrust (each
as defined in Code Section 664) has UBTI for a taxable year, a 100% excise tax on the UBTI is imposed on the trust.
Non-US
Investments. Under Section 988 of the Code, gains or losses attributable to fluctuations in
exchange rates between the time a fund accrues income or receivables or expenses or other liabilities denominated in a currency
other than the fund’s “functional currency” and the time the fund actually collects such receivables or income
or pays such expenses or liabilities are generally treated as ordinary income or ordinary loss. In general, assuming the fund’s
functional currency for U.S. federal income tax purposes is the U.S. dollar, gains (and losses) realized on debt instruments will
be treated as Section 988 gain (or loss) to the extent attributable to changes in exchange rates between the US dollar and the
currencies in which the instruments are denominated. Similarly, gain or losses on non-US currency, non-US currency forward contracts
and certain non-US currency options or futures contracts denominated in non-US currency, to the extent attributable to fluctuations
in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss unless the fund were
to elect otherwise. Certain Funds (or a “qualified business unit” of the Fund) may treat the RMB as its functional
currency. Under those circumstances, the Fund generally would not be expected to recognize gains or losses on its RMB-denominated
securities based on the value of the
RMB
relative to the US dollar, but a fund may recognize Section 988 gain (or loss) based on fluctuations in the value of the RMB relative
to the US dollar between the acquisition and disposition dates of US currency, between the date on which a Fund dividend is declared
and the date on which it is paid, and potentially in connection with Fund redemptions.
Income
received by the funds from sources within foreign countries (including, for example, interest and dividends on securities of non-US
issuers) may be subject to withholding and other taxes imposed by such countries. In the case of PRC issuers, gain on the sale
of shares may also be subject to foreign tax. Tax treaties between such countries and the US may reduce or eliminate such taxes.
Foreign taxes paid by the funds will reduce the return from the funds’ investments.
Each
fund may be subject to non-US income taxes withheld at the source. Each fund, if more than 50% of the value of its total assets
at the close of its taxable year consists of securities of foreign corporations, may elect to “pass through” to its
investors the amount of non-US income taxes paid by the fund provided that both the fund and the investor satisfy certain holding
period requirements, with the result that each investor at the time of deemed distribution will (i) include in gross income, even
though not actually received, the investor’s pro rata share of the fund’s non-US income taxes, and (ii) either deduct
(in calculating US taxable income) or credit (in calculating US federal income tax) the investor’s pro rata share of the
fund’s non-US income taxes. A non-US person invested in the fund in a year that the fund elects to “pass through”
its non-US taxes may be treated as receiving additional dividend income subject to US withholding tax. A non-US tax credit may
not exceed the investor’s US federal income tax otherwise payable with respect to the investor’s non-US source income.
For this purpose, shareholders must treat as non-US source gross income (i) their proportionate Shares of non-US taxes paid by
the fund and (ii) the portion of any dividend paid by the fund that represents income derived from non-US sources; the fund’s
gain from the sale of securities will generally be treated as US-source income. Certain limitations will be imposed to the extent
to which the non-US tax credit may be claimed.
A-Shares
Tax Risk. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate
of 10% on dividends and interest derived by nonresident enterprises from issuers resident in China. China also imposes withholding
tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an issuer resident in China, subject
to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Since
the respective inception of the Shanghai-Hong Kong Stock Connect program (“Shanghai Connect” and the Shenzhen-Hong
Kong Stock Connect program (“Shenzhen Connect”), foreign investors (including the funds) investing in A-Shares listed
on the SSE through Shanghai Connect and those listed on the SZSE through Shenzhen Connect would be temporarily exempt from the
PRC corporate income tax and value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC corporate
income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to and obtaining
approval from the competent tax authority.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, including with respect
to the possible liability of a fund for the taxation of income and gains from investments in A-Shares through Stock Connect. The
withholding taxes on dividends, interest and capital gains may in principle be subject to a reduced rate under an applicable tax
treaty.
Certain
Debt Instruments. Some of the debt securities (with a fixed maturity date of more than one year
from the date of issuance) that may be acquired by a fund may be treated as debt securities that are issued originally at a discount.
Generally, the amount of the original issue discount (“OID”) is treated as interest income and is included in income
over the term of the debt security, even though payment of that amount is not received until a later time, usually when the debt
security matures. A portion of the OID includable in income with respect to certain high-yield corporate debt securities may be
treated as a dividend for federal income tax purposes. Some of the debt securities (with a fixed maturity date of more than one
year from the date of issuance) that may be acquired by a fund in the secondary market may be treated as having market discount.
Generally, any gain recognized on the disposition of, and any partial payment of principal on, a debt security having market discount
is treated as ordinary income to the
extent
the gain, or principal payment, does not exceed the “accrued market discount” on such debt security. Market discount
generally accrues in equal daily installments. The funds may make one or more of the elections applicable to debt securities having
market discount, which could affect the character and timing of recognition of income.
Some
debt securities (with a fixed maturity date of one year or less from the date of issuance) that may be acquired by a fund may
be treated as having acquisition discount, or OID in the case of certain types of debt securities. Generally, the fund will be
required to include the acquisition discount, or OID, in income over the term of the debt security, even though payment of that
amount is not received until a later time, usually when the debt security matures. The funds may make one or more of the elections
applicable to debt securities having acquisition discount, or OID, which could affect the character and timing of recognition
of income.
The
funds generally will be required to distribute dividends to shareholders representing discount on debt securities that is currently
includable in income, even though cash representing such income may not have been received by the fund. Cash to pay such dividends
may be obtained from sales proceeds of securities held by the fund.
A
fund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments may
present special tax issues for the fund. US federal income tax rules are not entirely clear about issues such as when the fund
may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless
instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges
of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the funds to the
extent necessary in order to seek to ensure that they distribute sufficient income that they do not become subject to US federal
income or excise tax.
Passive
Foreign Investment Companies. If a fund holds Shares in “passive foreign investment companies”
(“PFICs”), it may be subject to US federal income tax on a portion of any “excess distribution” or gain
from the disposition of such Shares even if such income is distributed as a taxable dividend by the fund to its shareholders.
Additional charges in the nature of interest may be imposed on the fund in respect of deferred taxes arising from such distributions
or gains.
A
fund may be eligible to elect to treat the PFIC as a “qualified electing fund” under the Code, in which case, the
fund would generally be required to include in income each year a portion of the ordinary earnings and net capital gains of the
qualified electing fund, even if not distributed to the fund, and such amounts would be subject to the 90% and excise tax distribution
requirements described above. In order to make this election, the fund would be required to obtain certain annual information
from the PFICs in which it invests, which may be difficult or impossible to obtain.
Alternatively,
a fund may make a mark-to-market election that would result in the fund being treated as if it had sold and repurchased its PFIC
stock at the end of each year. In such case, the fund would report any gains resulting from such deemed sales as ordinary income
and would deduct any losses resulting from such deemed sales as ordinary losses to the extent of previously recognized gains.
The election must be made separately for each PFIC owned by the fund and, once made, would be effective for all subsequent taxable
years, unless revoked with the consent of the IRS. By making the election, the fund could potentially ameliorate the adverse tax
consequences with respect to its ownership of Shares in a PFIC, but in any particular year may be required to recognize income
in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. A fund may have to distribute
this excess income and gain to satisfy the 90% distribution requirement and to avoid imposition of the 4% excise tax.
A
fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the effects
of these rules. For example, in order to distribute this income and avoid tax at the fund level, a fund might be required to liquidate
portfolio securities that it might otherwise have continued to hold, potentially resulting in additional taxable gain or loss.
Reporting.
If a shareholder recognizes a loss with respect to a fund’s Shares of $2 million or more
for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure
statement on Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,
but under current guidance, shareholders of a RIC are not exempted. The fact that a loss is reportable under these regulations
does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult
their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
Other
Taxes. Dividends, distributions and redemption proceeds may also be subject to additional state,
local and non-US taxes depending on each shareholder’s particular situation.
Taxation
of Non-US Shareholders. Dividends paid by a fund to non-US shareholders are generally subject
to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from investment
income and short-term capital gains. Non-US investors considering buying Shares just prior to a distribution should be aware that,
although the price of Shares purchased at that time may reflect the amount of the forthcoming distribution, such distribution
may nevertheless be subject to US withholding tax. In order to obtain a reduced rate of withholding, a non-US shareholder will
be required to provide an applicable IRS Form W-8 certifying its entitlement to benefits under a treaty. The withholding tax does
not apply to regular dividends paid to a non-US shareholder who provides a Form W-8ECI, certifying that the dividends are effectively
connected with the non-US shareholder’s conduct of a trade or business within the United States. Instead, the effectively
connected dividends will be subject to regular US income tax as if the non-US shareholder were a US shareholder. A non-US corporation
receiving effectively connected dividends may also be subject to additional “branch profits tax” imposed at a rate
of 30% (or lower treaty rate). A non-US shareholder who fails to provide an applicable IRS Form W-8 or other applicable form may
be subject to back-up withholding at the appropriate rate.
In
general, US federal withholding tax will not apply to any gain or income realized by a non-US shareholder in respect of any distributions
of net long-term capital gains over net short-term capital losses, or upon the sale or other disposition of Shares of a fund.
The
Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) makes a non-US person subject to US tax on disposition
of a US real property interest as if such person were a US person. Such gain is sometimes referred to as “FIRPTA gain”.
The Code provides a look-through rule for distributions of “FIRPTA gain” by a RIC if all of the following requirements
are met: (i) the RIC is classified as a “qualified investment entity” (which includes a RIC if, in general, more than
50% of the RIC’s assets consists of interests in REITs and US real property holding corporations); and (ii) you are a non-US
shareholder that owns more than 5% of a fund’s shares at any time during the one-year period ending on the date of the distribution.
If these conditions are met, fund distributions to you to the extent derived from gain from the disposition of a US real property
interest (“USRPI”), may also be treated as USRPI gain and therefore subject to US federal income tax, and requiring
that you file a nonresident US income tax return. Also, such gain may be subject to a 30% branch profits tax in the hands of a
non-US shareholder that is a corporation. Even if a non-US shareholder does not own more than 5% of a fund’s shares, fund
distributions that are attributable to gain from the sale or disposition of a USRPI will be taxable as ordinary dividends subject
to withholding at a 30% or lower treaty rate.
Further,
if a fund is a “US real property holding corporation,” any gain realized on the sale or exchange of fund shares by
a foreign shareholder that owns more than 5% of a class of fund shares would generally be taxed in the same manner as for a US
shareholder. A fund will be a “US real property holding corporation” if, in general, 50% or more of the fair market
value of its assets consists of US real property interests, including stock of certain US REITs.
Properly
reported dividends received by a nonresident alien or foreign entity are generally exempt from US federal withholding tax when
they (a) are paid in respect of the fund’s “qualified net interest income” (generally, the fund’s US source
interest income, reduced by expenses that are allocable to such income), or (b) are paid in connection with the fund’s “qualified
short-term capital gains” (generally, the excess of the fund’s net short-term capital gain over the fund’s long-term
capital loss for such taxable year). However, depending on the circumstances, the fund may designate all, some or none of the
fund’s potentially eligible dividends as such qualified net interest income or as qualified short-term
capital
gains, and a portion of the fund’s distributions (e.g. interest from non US sources or any foreign currency gains) would
be ineligible for this potential exemption from withholding. In case of shares held through an intermediary, the intermediary
may withhold on a payment even if the fund reports the payment as eligible for the exemption from withholding. In order to qualify
for this exemption from withholding, a non-US shareholder must have provided appropriate withholding certificates (e.g., an executed
W-8BEN, etc.) certifying foreign status.
Shares
of a fund held by a non-US shareholder at death will be considered situated within the United States and generally will be subject
to the US estate tax.
Withholding
of US tax (at a 30% rate) with respect to payments of taxable dividends and (effective January 1, 2019) redemption proceeds and
certain capital gain dividends made to certain non-US entities that fail to comply (or be deemed compliant) with extensive new
reporting and withholding requirements designed to inform the US Department of the Treasury of US-owned foreign investment accounts.
Shareholders may be requested to provide additional information to enable the applicable withholding agent to determine whether
withholding is required.
Standby
Commitments. A fund may purchase municipal securities together with the right to resell the
securities to the seller at an agreed upon price or yield within a specified period prior to the maturity date of the securities.
Such a right to resell is commonly known as a “put” and is also referred to as a “standby commitment.”
The fund may pay for a standby commitment either in cash or in the form of a higher price for the securities which are acquired
subject to the standby commitment, thus increasing the cost of securities and reducing the yield otherwise available. Additionally,
the fund may purchase beneficial interests in municipal securities held by trusts, custodial arrangements or partnerships and/or
combined with third- party puts or other types of features such as interest rate swaps; those investments may require the fund
to pay “tender fees” or other fees for the various features provided. The IRS has issued a revenue ruling to the effect
that, under specified circumstances, a regulated investment company will be the owner of tax-exempt municipal obligations acquired
subject to a put option. The IRS has also issued private letter rulings to certain taxpayers (which do not serve as precedent
for other taxpayers) to the effect that tax-exempt interest received by a regulated investment company with respect to such obligations
will be tax-exempt in the hands of the company and may be distributed to its shareholders as exempt-interest dividends. The IRS
has subsequently announced that it will not ordinarily issue advance ruling letters as to the identity of the true owner of property
in cases involving the sale of securities or participation interests therein if the purchaser has the right to cause the security,
or the participation interest therein, to be purchased by either the seller or a third-party. The fund, where relevant, intends
to take the position that it is the owner of any municipal obligations acquired subject to a standby commitment or other third-party
put and that tax-exempt interest earned with respect to such municipal obligations will be tax- exempt in its hands. There is
no assurance that the IRS will agree with such position in any particular case. If the fund is not viewed as the owner of such
municipal obligations, it will not be permitted to treat the exempt interest paid on such obligations as belonging to it. This
may affect the fund’s eligibility to pay exempt-interest dividends to its shareholders. Additionally, the federal income
tax treatment of certain other aspects of these investments, including the treatment of tender fees paid by the fund, in relation
to various regulated investment company tax provisions is unclear. However, the Advisor intends to manage the fund’s portfolio
in a manner designed to minimize any adverse impact from the tax rules applicable to these investments.
As
described herein, in certain circumstances the fund may be required to recognize taxable income or gain even though no corresponding
amounts of cash are received concurrently. The fund may therefore be required to obtain cash to satisfy its distribution requirements
by selling securities at times when it might not otherwise be desirable to do so or by borrowing the necessary cash, thereby incurring
interest expense.
Exempt-interest
dividends. Any dividends paid by the Xtrackers Municipal Infrastructure Revenue Bond ETF that
are reported by the fund as exempt-interest dividends will not be subject to regular federal income tax. The fund will be qualified
to pay exempt-interest dividends to its shareholders if, at the end of each quarter of the fund’s taxable year, at least
50% of the total value of the fund’s assets consists of obligations of a state or political subdivision thereof the interest
on which is exempt from federal income tax under Code section 103(a).
Distributions
that the fund reports as exempt-interest dividends are treated as interest excludable from shareholders’ gross income for
federal income tax purposes but may result in liability for federal AMT purposes and for state and local tax purposes for individual
shareholders. For example, if the fund invests in “private activity bonds,” certain shareholders may be subject to
AMT on the part of the fund’s distributions derived from interest on such bonds.
Interest
on indebtedness incurred directly or indirectly to purchase or carry shares of the fund will not be deductible to the extent it
is deemed related to exempt-interest dividends paid by the fund. The portion of interest that is not deductible is equal to the
total interest paid or accrued on the indebtedness, multiplied by the percentage of the fund’s total distributions (not
including Capital Gain Dividends) paid to the shareholder that are exempt-interest dividends. Under rules used by the IRS to determine
when borrowed funds are considered incurred for the purpose of purchasing or carrying particular assets, the purchase of shares
may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares.
In addition, the Code may require a shareholder that receives exempt-interest dividends to treat as taxable income a portion of
certain otherwise non-taxable social security and railroad retirement benefit payments. A portion of any exempt-interest dividend
paid by the fund that represents income derived from certain revenue or private activity bonds held by the fund may not retain
its tax-exempt status in the hands of a shareholder who is a “substantial user” of a facility financed by such bonds,
or a “related person” thereof. Moreover, some or all of the exempt-interest dividends distributed by the fund may
be a specific preference item, or a component of an adjustment item, for purposes of the federal individual AMT. The receipt of
dividends and distributions from the fund may affect a foreign corporate shareholder’s federal “branch profits”
tax liability and the federal “excess net passive income” tax liability of a shareholder that is a Subchapter S corporation.
Shareholders should consult their own tax advisors as to whether they are (i) “substantial users” with respect to
a facility or “related” to such users within the meaning of the Code or (ii) subject to a federal AMT, the federal
“branch profits” tax or the federal “excess net passive income” tax. Additionally, any loss realized upon
the sale or exchange of fund shares with a tax holding period of six months or less will be disallowed to the extent of any distributions
treated as exempt-interest dividends with respect to such shares.
Shareholders
that are required to file tax returns are required to report tax-exempt interest income, including exempt-interest dividends,
on their federal income tax returns. The fund will inform shareholders of the federal income tax status of its distributions after
the end of each calendar year, including the amounts, if any, that qualify as exempt-interest dividends and any portions of such
amounts that constitute tax preference items under the federal AMT. Shareholders who have not held shares of the fund for a full
taxable year may have reported as tax-exempt or as a tax preference item a percentage of their distributions which is different
from the percentage of the fund’s income that was tax-exempt or comprising tax preference items during the period of their
investment in the fund. Shareholders should consult their tax advisors for more information.
PRC
Taxation. Uncertainties in the Chinese tax rules governing taxation of income and gains from
investments in A-Shares could result in unexpected tax liabilities for a fund. China generally imposes withholding tax at a rate
of 10% on dividends and interest derived by nonresident enterprises (including QFIIs and RQFIIs) from issuers resident in China.
China also imposes withholding tax at a rate of 10% on capital gains derived by nonresident enterprises from investments in an
issuer resident in China, subject to an exemption or reduction pursuant to domestic law or a double taxation agreement or arrangement.
Since
the respective inception of Shanghai Connect and Shenzhen Connect, foreign investors (including the funds) investing in A-Shares
listed on the SSE through Shanghai Connect and those listed on the SZSE through Shenzhen Connect would be temporarily exempt from
the PRC corporate income tax and value-added tax on the gains on disposal of such A-Shares. Dividends would be subject to PRC
corporate income tax on a withholding basis at 10%, unless reduced under a double tax treaty with China upon application to and
obtaining approval from the competent tax authority.
Since
November 17, 2014, the corporate income tax for QFIIs and RQFIIs, with respect to capital gains, has been temporarily lifted.
The withholding tax relating to the realized gains from shares in land-rich companies prior to November 17, 2014 has been paid
by the Xtrackers Harvest ETFs, while realized gains from shares in non-land-rich companies prior to November 17, 2014 were granted
by treaty relief pursuant to the PRC-US Double Taxation Agreement. During 2015, revenue authorities in the PRC made arrangements
for the collection of capital gains taxes for investments
realized
between November 17, 2009 and November 16, 2014. A fund could be subject to tax liability for any tax payments for which reserves
have not been made or that were not previously withheld. The impact of any such tax liability on a fund’s return could be
substantial. A fund may also be liable to the Subadvisor for any tax that is imposed on the Subadvisor by the PRC with respect
to the fund’s investments. If a fund’s direct investments in A-Shares through the Subadvisor’s RQFII quota become
subject to repatriation restrictions, the fund may be unable to satisfy distribution requirements applicable to RICs under the
Internal Revenue Code, and be subject to tax at the fund level.
The
current PRC tax laws and regulations and interpretations thereof may be revised or amended in the future, potentially retroactively,
including with respect to the possible liability of a fund for the taxation of income and gains from investments in A-Shares through
Stock Connect or obligations of an RQFII. The withholding taxes on dividends, interest and capital gains may in principle be subject
to a reduced rate under an applicable tax treaty, but the application of such treaties in the case of an RQFII acting for a foreign
investor such as the fund is also uncertain. Since May 1, 2016, RQFIIs are exempt from PRC value added tax, which replaced the
PRC Business Tax with respect to gains realized from the disposal of securities, including A-Shares.
The
PRC rules for taxation of RQFIIs (and QFIIs) are evolving and certain tax regulations to be issued by the PRC State Administration
of Taxation and/or PRC Ministry of Finance to clarify the subject matter may apply retrospectively, even if such rules are adverse
to a fund and their shareholders.
If
the PRC begins applying tax rules regarding the taxation of income from A-Shares investments to RQFIIs and/or begins collecting
capital gains taxes on such investments (whether made through Stock Connect or an RQFII), a fund could be subject to withholding
tax liability in excess of the amount reserved (if any). The impact of any such tax liability on a fund’s return could be
substantial. A fund will be liable to the Advisor and/or Subadvisor for any Chinese tax that is imposed on the Advisor and/or
Subadvisor with respect to the fund’s investments.
The
sale or other transfer by the Advisor and/or Subadvisor of A-Shares or B-Shares will be subject to PRC Stamp Duty at a rate of
0.1% on the transacted value. The Advisor and/or Subadvisor will not be subject to PRC Stamp Duty when it acquires A-Shares and
B-Shares.
It
is also unclear how China’s business tax may apply to activities of an RQFII and how such application may be affected by
tax treaty provisions.
The
foregoing discussion is a summary of certain material US federal income tax considerations only and is not intended as a substitute
for careful tax planning. Purchasers of Shares should consult their own tax advisors as to the tax consequences of investing in
such Shares, including under state, local and non-US tax laws. Finally, the foregoing discussion is based on applicable provisions
of the Code, regulations, judicial authority and administrative interpretations in effect on the date of this SAI. Changes in
applicable authority could materially affect the conclusions discussed above, and such changes often occur.
Part
II: Appendix II-G—Proxy Voting Policy and Guidelines
DWS
has adopted and implemented the following Policies and Guidelines, which it believes are reasonably designed to ensure that proxies
are voted in the best economic interest of clients and in accordance with its fiduciary duties and local regulation. This Proxy
Voting Policy and Guidelines – DWS (“Policy and Guidelines”) shall apply to all accounts managed by US domiciled
advisers and to all US client accounts managed by non-US regional offices. Non-US regional offices are required to maintain procedures
and to vote proxies as may be required by law on behalf of their non-US clients. In addition, DWS’s proxy policies reflect
the fiduciary standards and responsibilities for ERISA accounts.
The
attached guidelines represent a set of global recommendations that were determined by the Global Proxy Voting Sub-Committee (the
“GPVSC”). These guidelines were developed to provide DWS with a comprehensive list of recommendations that represent
how DWS will generally vote proxies for its clients. The recommendations derived from the application of these guidelines are
not intended to influence the various DWS legal entities either directly or indirectly by parent or affiliated companies. In addition,
the organizational structures and documents of the various DWS legal entities allows, where necessary or appropriate, the execution
by individual AM subsidiaries of the proxy voting rights independently of any DB parent or affiliated company. This applies in
particular to non-US fund management companies. The individuals that make proxy voting decisions are also free to act independently,
subject to the normal and customary supervision by the Management/Boards of these DWS legal entities.
2.
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DWS’S Proxy Voting Responsibilities
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Proxy
votes are the property of DWS’s advisory clients.1
As such, DWS’s authority and responsibility to vote such proxies depend upon its contractual relationships with its
clients or other delegated authority. DWS has delegated responsibility for effecting its advisory clients’ proxy votes to
Institutional Shareholder Services (“ISS”), an independent third-party proxy voting specialist. ISS votes DWS’s
advisory clients’ proxies in accordance with DWS’s proxy guidelines or DWS’s specific instructions. Where a
client has given specific instructions as to how a proxy should be voted, DWS will notify ISS to carry out those instructions.
Where no specific instruction exists, DWS will follow the procedures in voting the proxies set forth in this document. Certain
Taft-Hartley clients may direct DWS to have ISS vote their proxies in accordance with Taft Hartley Voting Guidelines.
Clients
may in certain instances contract with their custodial agent and notify DWS that they wish to engage in securities lending transactions.
In such cases, it is the responsibility of the custodian to deduct the number of shares that are on loan so that they do not get
voted twice. To the extent a security is out on loan and DWS determines that a proxy vote (or other shareholder action) is materially
important to the client’s account, DWS may request, on a best efforts basis, that the agent recall the security prior to
the record date to allow DWS to vote the securities.
3.
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Policies
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3.1.
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Proxy Voting Activities are Conducted in the Best Economic Interest of Clients
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DWS
has adopted the following Policies and Guidelines to ensure that proxies are voted in accordance with the best economic interest
of its clients, as determined by DWS in good faith after appropriate review.
3.2.
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The
Global Proxy Voting Sub-Committee
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The
Global Proxy Voting Sub-Committee is an internal working group established by the applicable DWS’s Investment Risk Oversight
Committee pursuant to a written charter. The GPVSC is responsible for overseeing DWS’s proxy voting activities, including:
•
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Adopting, monitoring and updating guidelines, attached as Attachment A (the “Guidelines”), that provide how DWS
will generally vote proxies pertaining to a comprehensive list of common proxy voting matters;
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•
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Voting proxies where (i) the issues are not covered by specific client instruction or the Guidelines; (ii) the Guidelines
specify that the issues are to be determined on a case-by-case basis; or (iii) where an exception to the Guidelines may be
in the best economic interest of DWS’s clients; and
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•
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Monitoring Proxy Vendor Oversight’s proxy voting activities (see below).
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DWS’s
Proxy Vendor Oversight, a function of DWS’s Operations Group, is responsible for coordinating with ISS to administer DWS’s
proxy voting process and for voting proxies in accordance with any specific client instructions or, if there are none, the Guidelines,
and overseeing ISS’ proxy responsibilities in this regard.
1
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For purposes of this document, “clients” refers to persons or entities: (i) for which DWS serves as investment
adviser or sub-adviser; (ii) for which DWS votes proxies; and (iii) that have an economic or beneficial ownership interest
in the portfolio securities of issuers soliciting such proxies.
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3.3
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Availability of Proxy Voting Policy and Guidelines and Proxy Voting Record
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Copies
of this Policy, as it may be updated from time to time, is made available to clients as required by law and otherwise at DWS’s
discretion. Clients may also obtain information on how their proxies were voted by DWS as required by law and otherwise at DWS’s
discretion. Note, however, that DWS must not selectively disclose its investment company clients’ proxy voting records.
Proxy Vendor Oversight will make proxy voting reports available to advisory clients upon request. The investment companies’
proxy voting records will be disclosed to shareholders by means of publicly-available annual filings of each company’s proxy
voting record for the 12-month periods ending June 30 (see Section 6 below), if so required by relevant law.
The
key aspects of DWS’s proxy voting process are delineated below.
4.1.
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The
GPVSC’s Proxy Voting Guidelines
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The
Guidelines set forth the GPVSC’s standard voting positions on a comprehensive list of common proxy voting matters. The GPVSC
has developed, and continues to update the Guidelines based on consideration of current corporate governance principles, industry
standards, client feedback, and the impact of the matter on issuers and the value of the investments.
The
GPVSC will review the Guidelines as necessary to support the best economic interests of DWS’s clients and, in any event,
at least annually. The GPVSC will make changes to the Guidelines, whether as a result of the annual review or otherwise, taking
solely into account the best economic interests of clients. Before changing the Guidelines, the GPVSC will thoroughly review and
evaluate the proposed change and the reasons therefore, and the GPVSC Chair will ask GPVSC members whether anyone outside of the
DWS organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client
has requested or attempted to influence the proposed change and whether any member has a conflict of interest with respect to
the proposed change. If any such matter is reported to the GPVSC Chair, the Chair will promptly notify the Conflicts of Interest
Management Sub-Committee (see Section 5.4) and will defer the approval, if possible. Lastly, the GPVSC will fully document its
rationale for approving any change to the Guidelines.
The
Guidelines may reflect a voting position that differs from the actual practices of the public company(ies) within the Deutsche
Bank organization or of the investment companies for which DWS or an affiliate serves as investment adviser or sponsor. Investment
companies, particularly closed-end investment companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. Further, the manner in which DWS votes investment company proxies
may differ from proposals for which an DWS-advised or sponsored investment company solicits proxies from its shareholders. As
reflected in the Guidelines, proxies solicited by closed-end (and open-end) investment companies are generally voted in accordance
with the pre-determined guidelines of ISS.
Funds
(“Underlying Funds”) in which Topiary Fund Management Fund of Funds (each, a “Fund”) invest, may from
time to time seek to revise their investment terms (i.e. liquidity, fees, etc.) or investment structure. In such event, the Underlying
Funds may require approval/consent from its investors to effect the relevant changes. Topiary Fund Management has adopted Proxy
Voting Procedures which outline the process for these approvals.
4.2.
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Specific Proxy Voting Decisions Made by the GPVSC
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Proxy
Vendor Oversight will refer to the GPVSC all proxy proposals (i) that are not covered by specific client instructions or the Guidelines;
or (ii) that, according to the Guidelines, should be evaluated and voted on a case-by-case basis.
Additionally,
if Proxy Vendor Oversight, the GPVSC Chair or any member of the GPVSC, a Portfolio Manager, a Research Analyst or a sub-adviser
believes that voting a particular proxy in accordance with the Guidelines may not be in the best economic interests of clients,
that individual may bring the matter to the attention of the GPVSC Chair and/or Proxy Vendor Oversight.2
If
Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC determines that voting a particular proxy in accordance
with the Guidelines is not in the best economic interests of clients, the GPVSC will evaluate and vote the proxy, subject to the
procedures below regarding conflicts.
2
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Proxy Vendor Oversight generally monitors upcoming proxy solicitations for heightened attention from the press or the industry
and for novel or unusual proposals or circumstances, which may prompt Proxy Vendor Oversight to bring the solicitation to
the attention of the GPVSC Chair. DWS Portfolio Managers, DWS Research Analysts and sub-advisers also may bring a particular
proxy vote to the attention of the GPVSC Chair, as a result of their ongoing monitoring of portfolio securities held by advisory
clients and/or their review of the periodic proxy voting record reports that the GPVSC Chair distributes to DWS portfolio
managers and DWS research analysts.
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The
GPVSC endeavors to hold meetings to decide how to vote particular proxies sufficiently before the voting deadline so that the
procedures below regarding conflicts can be completed before the GPVSC’s voting determination.
4.3.
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The
GPVSC’s Proxy Voting Guidelines
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In
some cases, the GPVSC may determine that it is in the best economic interests of its clients not to vote certain proxies, or that
it may not be feasible to vote certain proxies. If the conditions below are met with regard to a proxy proposal, DWS will abstain
from voting:
•
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Neither the Guidelines nor specific client instructions cover an issue;
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•
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ISS does not make a recommendation on the issue; and
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•
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The GPVSC cannot convene on the proxy proposal at issue to make a determination as to what
would be in the client’s best interest. (This could happen, for example, if the Conflicts of Interest Management Sub-Committee
found that there was a material conflict or if despite all best efforts being made, the GPVSC quorum requirement could not
be met).
|
In
addition, it is DWS’s policy not to vote proxies of issuers subject to laws of those jurisdictions that impose restrictions
upon selling shares after proxies are voted, in order to preserve liquidity. In other cases, it may not be possible to vote certain
proxies, despite good faith efforts to do so. For example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that have been loaned to third-parties transfer to those
third-parties, with loan termination often being the only way to attempt to vote proxies on the loaned securities. Lastly, the
GPVSC may determine that the costs to the client(s) associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.
Proxy
Vendor Oversight will coordinate with the GPVSC Chair regarding any specific proxies and any categories of proxies that will not
or cannot be voted. The reasons for not voting any proxy shall be documented.
4.4.
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Conflict of Interest Procedures
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4.4.1.
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Procedures to Address Conflicts of Interest and Improper Influence
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Overriding
Principle. In the limited circumstances where the GPVSC votes proxies,3
the GPVSC will vote those proxies in accordance with what it, in good faith, determines to be the best economic interests
of DWS’s clients.4
Independence
of the GPVSC. As a matter of Compliance policy, the GPVSC and Proxy Vendor Oversight are structured
to be independent from other parts of Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy Vendor Oversight
are employees of DWS. As such, they may not be subject to the supervision or control of any employees of Deutsche Bank Corporate
and Investment Banking division (“CIB”). Their compensation cannot be based upon their contribution to any business
activity outside of DWS without prior approval of Legal and Compliance. They can have no contact with employees of Deutsche Bank
outside of the Private Client and Asset Management division (“PCAM”) regarding specific clients, business matters
or initiatives without the prior approval of Legal and Compliance. They furthermore may not discuss proxy votes with any person
outside of DWS (and within DWS only on a need to know basis).
Conflict
Review Procedures. The “Conflicts of Interest Management Sub-Committee” within DWS
monitors for potential material conflicts of interest in connection with proxy proposals that are to be evaluated by the GPVSC.
Promptly upon a determination that a proxy vote shall be presented to the GPVSC, the GPVSC Chair shall notify the Conflicts of
Interest Management Sub-Committee. The Conflicts of Interest Management Sub-Committee shall promptly collect and review any information
deemed reasonably appropriate to evaluate, in its reasonable judgment, if DWS or any person participating in the proxy voting
process has, or has the appearance of, a material conflict of interest. For the purposes of this policy, a conflict of interest
shall be considered “material” to the extent that a reasonable person could expect the conflict to influence, or appear
to influence, the GPVSC’s decision on the particular vote at issue. GPVSC should provide the Conflicts of Interest Management
Sub-Committee a reasonable amount of time (no less than 24 hours) to perform all necessary and appropriate reviews. To the extent
that a conflicts review cannot be sufficiently completed by the Conflicts of Interest Management Sub-Committee the proxies will
be voted in accordance with the standard Guidelines.
The
information considered by the Conflicts of Interest Management Sub-Committee may include without limitation information regarding
(i) DWS client relationships; (ii) any relevant personal conflict known by the Conflicts of Interest Management Sub-Committee
or brought to the attention of that sub-committee; and (iii) any communications with members of the GPVSC (or anyone participating
or providing information to the GPVSC) and any person outside of the DWS organization (but within Deutsche Bank and its affiliates)
or any entity that identifies itself as an DWS advisory client regarding the vote at issue. In the context of any determination,
the Conflicts of Interest Management Sub-Committee may consult with and shall be entitled to rely upon all applicable outside
experts, including legal counsel.
Upon
completion of the investigation, the Conflicts of Interest Management Sub-Committee will document its findings and conclusions.
If the Conflicts of Interest Management Sub-Committee determines that (i) DWS has a material conflict of interest that would prevent
it from deciding how to vote the proxies concerned without further client consent; or (ii) certain individuals should be recused
from participating in the proxy vote at issue, the Conflicts of Interest Management Sub-Committee will so inform the GPVSC Chair.
If
notified that DWS has a material conflict of interest as described above, the GPVSC chair will obtain instructions as to how the
proxies should be voted either from (i) if time permits, the affected clients, or (ii) in accordance with the standard Guidelines.
If notified that certain individuals should be recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.
3
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As mentioned above, the GPVSC votes proxies where: (i) neither a specific client instruction nor a Guideline directs how
the proxy should be voted, (ii) the Guidelines specify that an issue is to be determined on a case-by-case basis or (iii)
voting in accordance with the Guidelines may not be in the best economic interests of clients.
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4
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Proxy Vendor Oversight, who serves as the non-voting secretary of the GPVSC, may receive
routine calls from proxy solicitors and other parties interested in a particular proxy vote. Any contact that attempts to
exert improper pressure or influence shall be reported to the Conflicts of Interest Management Sub-Committee.
|
Note:
Any DWS employee who becomes aware of a potential, material conflict of interest in respect of any proxy vote to be made on
behalf of clients shall notify Compliance. Compliance shall call a meeting of the Conflict Review Committee to evaluate such conflict
and determine a recommended course of action.
Procedures
to be followed by the GPVSC. At the beginning of any discussion regarding how to vote any proxy,
the GPVSC Chair (or his or her delegate) will inquire as to whether any GPVSC member (whether voting or ex officio) or any person
participating in the proxy voting process has a personal conflict of interest or has actual knowledge of an actual or apparent
conflict that has not been reported to the Conflicts of Interest Management Sub-Committee.
The
GPVSC Chair also will inquire of these same parties whether they have actual knowledge regarding whether any Director, officer,
or employee outside of the DWS organization (but within Deutsche Bank and its affiliates) or any entity that identifies itself
as an DWS advisory client, has: (i) requested that DWS, Proxy Vendor Oversight (or any member thereof) or a GPVSC member vote
a particular proxy in a certain manner; (ii) attempted to influence DWS, Proxy Vendor Oversight (or any member thereof), a GPVSC
member or any other person in connection with proxy voting activities; or (iii) otherwise communicated with a GPVSC member, or
any other person participating or providing information to the GPVSC regarding the particular proxy vote at issue, and which incident
has not yet been reported to the Conflicts of Interest Management Sub-Committee.
If
any such incidents are reported to the GPVSC Chair, the Chair will promptly notify the Conflicts of Interest Management Sub-Committee
and, if possible, will delay the vote until the Conflicts of Interest Management Sub-Committee can complete the conflicts report.
If a delay is not possible, the Conflicts of Interest Management Sub-Committee will instruct the GPVSC (i) whether anyone should
be recused from the proxy voting process or (ii) whether DWS should vote the proxy in accordance with the standard guidelines,
seek instructions as to how to vote the proxy at issue from ISS or, if time permits, the effected clients. These inquiries and
discussions will be properly reflected in the GPVSC’s minutes.
Duty
to Report. Any DWS employee, including any GPVSC member (whether voting or ex officio), that is
aware of any actual or apparent conflict of interest relevant to, or any attempt by any person outside of the DWS organization
(but within Deutsche Bank and its affiliates) or any entity that identifies itself as an DWS advisory client to influence, how
DWS votes its proxies has a duty to disclose the existence of the situation to the GPVSC Chair (or his or her designee) and the
details of the matter to the Conflicts of Interest Management Sub-Committee. In the case of any person participating in the deliberations
on a specific vote, such disclosure should be made before engaging in any activities or participating in any discussion pertaining
to that vote.
Recusal
of Members. The GPVSC will recuse from participating in a specific proxy vote any GPVSC members
(whether voting or ex officio) and/or any other person who (i) are personally involved in a material conflict of interest; or
(ii) who, as determined by the Conflicts of Interest Management Sub-Committee, have actual knowledge of a circumstance or fact
that could affect their independent judgment, in respect of such vote. The GPVSC will also exclude from consideration the views
of any person (whether requested or volunteered) if the GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of interest with respect to the particular proxy
or has attempted to influence the vote in any manner prohibited by these policies.
If,
after excluding all relevant GPVSC voting members pursuant to the paragraph above, there are three or more GPVSC voting members
remaining, those remaining GPVSC members will determine how to vote the proxy in accordance with these Policy and Guidelines.
If there are fewer than three GPVSC voting members remaining, the GPVSC Chair will vote the proxy in accordance with the standard
Guidelines or will obtain instructions as to how to have the proxy voted from, if time permits, the effected clients and otherwise
from ISS.
4.4.2.
|
Investment Companies and Affiliated Public Companies
|
Investment
Companies. As reflected in the Guidelines, all proxies solicited by open-end and closed-end investment
companies are voted in accordance with the pre-determined guidelines of ISS, unless the investment company client directs DWS
to vote differently on a specific proxy or specific categories of proxies. However, regarding investment companies for which DWS
or an affiliate serves as investment adviser or principal underwriter, such proxies are voted in the same proportion as the vote
of all other shareholders (i.e., “mirror” or “echo” voting). Master Fund proxies solicited from feeder
Funds are voted in accordance with applicable provisions of Section 12 of the Investment Company Act of 1940 (“Investment
Company Act”).
Subject
to participation agreements with certain Exchange Traded Funds (“ETFs”) issuers that have received exemptive orders
from the US Securities and Exchange Commission (“SEC”) allowing investing DWS funds to exceed the limits set forth
in Section 12(d)(1)(A) and (B) of the Investment Company Act, DWS will echo vote proxies for ETFs in which Deutsche Bank holds
more than 25% of outstanding voting shares globally when required to do so by participation agreements and SEC orders.
Affiliated
Public Companies. For proxies solicited by non-investment company issuers of or within the Deutsche
Bank organization, (e.g., Deutsche Bank itself), these proxies will be voted in the same proportion as the vote of other shareholders
(i.e., “mirror” or “echo” voting).
Note:
With respect to the DWS Central Cash Management Government Fund (registered under the Investment Company Act), the Fund is not
required to engage in echo voting and the investment adviser will use these Guidelines and may determine, with respect to the
DWS Central Cash Management Government Fund, to vote contrary to the positions in the Guidelines, consistent with the Fund’s
best interest.
4.4.3.
|
Other Procedures that Limit Conflicts of Interest
|
DWS
and other entities in the Deutsche Bank organization have adopted a number of policies, procedures and internal controls that
are designed to avoid various conflicts of interest, including those that may arise in connection with proxy voting, including
but not limited to:
•
|
Code of Business Conduct and Ethics – DB Group;
|
•
|
Conflicts of Interest Policy – DB Group;
|
•
|
Information Sharing Procedures – AM, GTB & CB&S;
|
•
|
Code of Ethics – AM US;
|
•
|
Code of Ethics – DWS ex US;
|
•
|
Code of Professional Conduct – US.
|
The
GPVSC expects that these policies, procedures and internal controls will greatly reduce the chance that the GPVSC (or, its members)
would be involved in, aware of, or influenced by an actual or apparent conflict of interest.
All
impacted business units are required to adopt, implement, and maintain procedures to ensure compliance with this section. At a
minimum, such procedures must: (i) assign roles and responsibilities for carrying out the procedures, including responsibility
for periodically updating the procedures; (ii) identify clear escalation paths for identified breaches of the procedures; and
(iii) contain a legend or table mapping the procedures to this Section (e.g., cross-referencing Section or page numbers).
At
a minimum, the following records must be properly maintained and readily accessible in order to evidence compliance with this
Policy.
•
|
DWS will maintain a record of each proxy vote cast by DWS that includes among other things, company name, meeting date, proposals
presented, vote cast and shares voted.
|
•
|
Proxy Vendor Oversight maintains records for each of the proxy ballots it votes. Specifically, the records include, but are
not limited to:
|
•
|
The proxy statement (and any additional solicitation materials) and relevant portions of annual statements.
|
•
|
Any additional information considered in the voting process that may be obtained from an issuing company, its agents, or
proxy research firms.
|
•
|
Analyst worksheets created for stock option plan and share increase analyses; and
|
•
|
Proxy Edge print-screen of actual vote election.
|
•
|
DWS will (i) retain this Policy and the Guidelines; (ii) will maintain records of client requests for proxy voting information;
and (iii) will retain any documents Proxy Vendor Oversight or the GPVSC prepared that were material to making a voting decision
or that memorialized the basis for a proxy voting decision.
|
•
|
The GPVSC also will create and maintain appropriate records documenting its compliance with this Policy, including records
of its deliberations and decisions regarding conflicts of interest and their resolution.
|
•
|
With respect to DWS’s investment company clients, ISS will create and maintain records of each company’s proxy
voting record for the 12-month periods ending June 30. DWS will compile the following information for each matter relating
to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect
to which the company was entitled to vote:
|
•
|
The name of the issuer of the portfolio security;
|
•
|
The exchange ticker symbol of the portfolio security (if symbol is available through reasonably practicable means);
|
•
|
The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security (if the
number is available through reasonably practicable means);
|
•
|
The shareholder meeting date;
|
•
|
A
brief identification of the matter voted on;
|
•
|
Whether the matter was proposed by the issuer or by a security holder;
|
•
|
Whether the company cast its vote on the matter;
|
•
|
How the company cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of Directors);
and
|
•
|
Whether the company cast its vote for or against Management.
|
Note:
This list is intended to provide guidance only in terms of the records that must be maintained in accordance with this policy.
In addition, please note that records must be maintained in accordance with the Enterprise Archive Policy – Deutsche
Bank Group, Records Management Principles – DB Group, and applicable policies and procedures thereunder.
With
respect to electronically stored records, “properly maintained” is defined as complete, authentic (unalterable), usable
and backed-up. At a minimum, records should be retained for a period of not less than six years (or longer, if necessary to comply
with applicable regulatory requirements), the first three years in an appropriate DWS office.
6.
|
The
GPVSC’S OVERSIGHT ROLE
|
In
addition to adopting the Guidelines and making proxy voting decisions on matters referred to it as set forth above, the GPVSC
monitors the proxy voting process by reviewing summary proxy information presented by ISS. The GPVSC uses this review process
to determine, among other things, whether any changes should be made to the Guidelines. This review will take place at least quarterly
and is documented in the GPVSC’s minutes.
Term
|
Definition
|
CIB
|
Corporate and Investment Banking
|
CUSIP
|
Council on Uniform
Securities Identification Procedures
|
ETF
|
Exchange Traded Funds
|
GPVSC
|
Global Proxy voting Sub-Committee
|
Investment Company Act
|
Investment Company Act of 1940
|
ISS
|
Institutional Shareholder Services
|
PCAM
|
Private Client and Asset Management
|
SEC
|
Securities and Exchange Commission
|
8.
|
LIST OF ANNEXES AND ATTACHMENTS
|
Attachment
A – DWS US PROXY VOTING GUIDELINES
DWS
Proxy
Voting Guidelines
Effective
JANUARY 1, 2019
[GRAPHIC
OMITTED]
Table
of Contents
I.
|
|
Board of Directors and Executives
|
|
A.
|
Election of Directors
|
|
B.
|
Classified Boards of Directors
|
|
C.
|
Board and Committee Independence
|
|
D.
|
Liability and Indemnification of Directors
|
|
E.
|
Qualification of Directors
|
|
F.
|
Removal of Directors and Filling of Vacancies
|
|
G.
|
Proposals to Fix the Size of the Board
|
|
H.
|
Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards
|
|
I.
|
Proposals to Establish Audit Committees
|
II.
|
|
Capital Structure
|
|
A.
|
Authorization of Additional Shares
|
|
B.
|
Authorization of “Blank Check” Preferred Stock
|
|
C.
|
Stock Splits/Reverse Stock Splits
|
|
D.
|
Dual Class/Supervoting Stock
|
|
E.
|
Large Block Issuance
|
|
F.
|
Recapitalization into a Single Class of Stock
|
|
G.
|
Share Repurchases
|
|
H.
|
Reductions in Par Value
|
III.
|
|
Corporate Governance Issues
|
|
A.
|
Confidential Voting
|
|
B.
|
Cumulative Voting
|
|
C.
|
Supermajority Voting Requirements
|
|
D.
|
Shareholder Right to Vote
|
|
E.
|
Amendments of the Articles
|
|
F.
|
Related Party Transactions
|
IV.
|
|
Compensation
|
|
A.
|
Executive and Director Stock Option Plans
|
|
B.
|
Employee Stock Option/Purchase Plans
|
|
C.
|
Golden Parachutes
|
|
D.
|
Proposals to Limit Benefits or Executive Compensation
|
|
E.
|
Shareholder Proposals Concerning “Pay for Superior Performance”
|
|
F.
|
Executive Compensation Advisory
|
|
G.
|
Advisory Votes on Executive Compensation
|
|
H.
|
Frequency of Advisory Vote on Executive Compensation
|
V.
|
|
Anti-Takeover Related Issues
|
|
A.
|
Shareholder Rights Plans (“Poison Pills”)
|
|
B.
|
Reincorporation
|
|
C.
|
Fair-Price Proposals
|
|
D.
|
Exemption From State Takeover Laws
|
|
E.
|
Non-Financial Effects of Takeover Bids
|
VI.
|
|
Mergers & Acquisitions
|
VII.
|
|
Environmental, Social and Governance Issues
|
|
A.
|
Principles for Responsible Investment
|
|
B.
|
ESG Issues
|
VIII.
|
|
Miscellaneous Items
|
|
A.
|
Ratification of Auditors
|
|
B.
|
Limitation of Non-Audit Services Provided by Independent Auditor
|
|
C.
|
Audit Firm Rotation
|
|
D.
|
Transaction of Other Business
|
|
E.
|
Motions to Adjourn the Meeting
|
|
F.
|
Bundled Proposals
|
|
G.
|
Change of Company Name
|
|
H.
|
Proposals Related to the Annual Meeting
|
|
I.
|
Reimbursement of Expenses Incurred from Candidate Nomination
|
|
J.
|
Investment Company Proxies
|
IX.
|
|
International Proxy Voting Guidelines With Application For Holdings Incorporated Outside the United States and
Canada
|
|
A.
|
Election of Directors
|
|
B.
|
Renumeration (Variable Pay)
|
|
C.
|
Long-Term Incentive Plans
|
|
D.
|
Proposals to Restrict Supervisory Board Members Service on Multiple Boards
|
|
E.
|
Establishment of a Remuneration Committee
|
|
F.
|
Management Board Election and Motion
|
|
G.
|
Large Block Issuance
|
|
H.
|
Share Repurchases
|
|
I.
|
Use of Net Profits
|
|
J.
|
Amendments of the Articles
|
|
K.
|
Related Party Transactions
|
|
L.
|
Auditor
|
X.
|
|
Proxy Voting Guidelines With Application For Holdings Incorporated in Japan
|
These
Guidelines may reflect a voting position that differs from the actual practices of the public company(ies) within the Deutsche
Bank organization or of the investment companies for which DWS or an affiliate serves as investment adviser or sponsor.
Note:
Because of the unique structure and regulatory scheme applicable to closed-end and open-end investment companies (except Real
Estate Investment Trusts), the voting guidelines (particularly those related to governance issues) generally will be inapplicable
to holdings of closed-end and open-end investment companies, especially for directors of fund-complexes.
I.
|
Board of Directors and Executives
|
A.
|
Election of Directors
|
Routine:
DWS Policy is to vote “For” the uncontested election of Directors. Votes for a Director
in an uncontested election will be withheld in cases where a Director has shown an inability to perform his/her duties in the
best interests of the shareholders, taking into account also the following additional factors:
•
|
Accountability to shareholders and transparency of governance practices
|
•
|
Responsiveness to investor input and shareholder vote
|
•
|
Composition of the board with Directors adding value through skills, expertise, and time commitment
|
•
|
Independence from management
|
Where
it deems necessary, DWS will also take into account the following additional factors:
•
|
A
combined CEO/Chairman role without a lead Independent Director in place would trigger a vote “Against” the CEO/Chairman.
|
It
is essential that the board have a lead independent director, who should have approval over information flow to the board, meeting
agendas and meeting schedules to ensure a structure that provides an appropriate balance between the powers of the CEO and those
of the independent directors.
•
|
Attendance at Board meetings not disclosed on an individual basis in the annual report or on the company’s website
and neither is the reported overall attendance above 90%. An individual candidate has attended fewer than 75% of the board
and audit / risk committee meetings in a given year without a satisfactory explanation for his / her absence disclosed in
a clear and comprehensible form in the relevant proxy filings. Satisfactory explanation will be understood as any health
issues or family incidents. These would trigger a vote “Against” the election of the corresponding directors
|
•
|
A former executive director who is nominated for a membership on the non-executive board when two or more former executive
directors already serve on the same board would result in a vote “Against” the former executive, as the board
cannot be regarded as independent anymore.
|
•
|
Relevant committees in place and their majority independent. If the main committees are not majority independent, this could
trigger a vote “Abstain” on the Chairman of the board and if the Chairman is not up for election, “Abstain”
on the non-independent committee members
|
•
|
The management of Environmental Social and Governance (ESG) controversies around company
will be analysed on a case-by-case basis based on relevant internationally recognized E, S or G principles (e.g. the UN Global
Compact Principles and OECD Guidelines for Multinationals). Under extraordinary circumstances, DWS will vote against the
election of directors or the entire board if there were material failures of governance, stewardship, risk oversight, or
fiduciary responsibilities identified as a result of the controversies around the company.
|
•
|
When the director election lengthens the term of office, DWS will consider voting “Against” this election.*
|
In
the absence of an annual election, we are generally supportive of staggered boards as the perpetual renewal of an appropriate
proportion of the board members secures an active succession planning. In cases where the annual (re-)election is established,
DWS would oppose proposals that would lengthen the term of office (i.e. from annual election to terms of two/three years or more).
*Note
– This guideline does not pertain to closed-end or open-end funds.
Regarding
independence: Vote against or withhold from non-independent Directors when:
•
|
the board consists of 50% or less independent Directors;
|
•
|
the non-independent Directors is part of the audit, compensation, or nominating committee;
|
•
|
the company has not appointed an audit, compensation, or nominating committee.
|
DWS
will classify Directors as non-independent when:
•
|
For executive Directors:
|
•
|
Current employee of the company or one of its affiliates.
|
•
|
For non-executive Directors:
|
•
|
Significant ownership (beneficial owner of more than 50% of the company’s voting power).
|
•
|
Former CEO of the company or of an acquired company within the past five years.
|
•
|
Former officer of the company, an affiliate, or an acquired firm within the past five years.
|
•
|
Immediate family member of a current or former officer of the company or its affiliates within the last five years
|
•
|
Currently provides (or an immediate family member provides) professional services to the
company, to an affiliate of the company or an individual officer of the company or one of its affiliates in excess of $10,000
per year.
|
Proxy
contest: In a proxy contest involving election of Directors, a case-by-case voting decision will
be made based upon analysis of the issues involved and the merits of the incumbent and dissident slates of Directors. Where applicable,
DWS will consider the recommendations of ISS along with various factors, including the following:
•
|
Long-term financial performance of the company relative to its industry;
|
•
|
Management’s track record;
|
•
|
Background to the contested election;
|
•
|
Nominee qualifications and any compensatory arrangements;
|
•
|
Strategic plan of dissident slate and quality of the critique against management;
|
•
|
Likelihood that the proposed goals and objectives can be achieved (both slates); and
|
•
|
Stock ownership positions.
|
In
the case of candidates nominated pursuant to proxy access, DWS policy is to vote case-by-case considering any applicable factors
listed above, including additional factors and any recommendations of a third party proxy research vendor, currently ISS, which
may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such
as whether or not there are more candidates than Board seats).
Rationale:
The large majority of corporate Directors fulfill their fiduciary obligation and in most cases
support for Management’s nominees is warranted. As the issues relevant to a contested election differ in each instance,
those cases must be addressed as they arise.
B.
|
Classified Boards of Directors
|
DWS’s
policy is to vote against proposals to classify the Board and for proposals to repeal classified Boards and elect Directors annually.
Rationale:
Directors should be held accountable on an annual basis. By entrenching the incumbent Board, a classified Board may be used as
an anti-takeover device to the detriment of the shareholders in a hostile take-over situation.
C.
|
Board and Committee Independence
|
DWS
policy is to vote:
1.
|
“For” proposals that require that a certain percentage (majority up to 66 2/3%) of members of a Board of Directors
be comprised of independent or unaffiliated Directors.
|
2.
|
“For” proposals that require all members of a company's compensation, audit, nominating, or other similar committees
be comprised of independent or unaffiliated Directors.
|
3.
|
“Against” shareholder proposals to require the addition of special interest, or constituency, representatives
to Boards of Directors.
|
4.
|
“For” separation of the Chairman and CEO positions.
|
5.
|
Generally, “For” proposals that require a company to appoint a Chairman who is an independent Director, taking
into account the following factors:
|
•
|
Whether the proposal is binding and whether it requires an immediate change.
|
•
|
Whether the current board has an existing executive or non-independent chair or there was a recent combination of the CEO
and chair roles.
|
•
|
Whether the governance structure ensures a sufficient board and committee independence, a balance of board and CEO tenure.
|
•
|
Whether the company has poor governance practices (such as compensation, poor risk oversight, or any actions, which harmed
or have the potential to harm the interests of the shareholders).
|
•
|
Whether the company is demonstrating poor performance (as per the assessment and recommendation
of ISS).
|
Rationale:
Board independence is a cornerstone of effective governance and accountability. A Board that is sufficiently independent from
Management assures that shareholders' interests are adequately represented.
No
Director qualifies as “independent” unless the Board of Directors affirmatively determines that the Director has no
material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that
has a relationship with the company).
Whether
a Director is in fact not “independent” will depend on the laws and regulations of the primary market for the security
and the exchanges, if any, on which the security trades.
D.
|
Liability and Indemnification of Directors
|
DWS’s
policy is to vote on a case-by-case basis on Management proposals to limit Directors' liability and to broaden the indemnification
of Directors, unless broader indemnification or limitations on Directors' liability would affect shareholders' interests in pending
litigation, in which case, DWS would vote “Against.”
Rationale:
While shareholders want Directors and officers to be responsible for their actions, it may not be in the best interests of the
shareholders for them to be too risk averse. If the risk of personal liability is too great, companies may not be able to find
capable Directors willing to serve. We support expanding coverage only for actions taken in good faith and not for serious violations
of fiduciary obligation or negligence.
E.
|
Qualification of Directors
|
DWS’s
policy is to follow Management’s recommended vote on either Management or shareholder proposals that set retirement ages
for Directors or require specific levels of stock ownership by Directors.
Rationale:
As a general rule, the Board of Directors, and not the shareholders, is most qualified to establish qualification policies.
F.
|
Removal of Directors and Filling of Vacancies
|
DWS’s
policy is to vote “Against” proposals that include provisions that Directors may be removed only for cause or proposals
that include provisions that only continuing Directors may fill Board vacancies.
Rationale:
Differing state statutes permit removal of Directors with or without cause. Removal of Directors for cause usually requires proof
of self-dealing, fraud or misappropriation of corporate assets, limiting shareholders' ability to remove Directors except under
extreme circumstances. Removal without cause requires no such showing.
Allowing
only incumbent Directors to fill vacancies can serve as an anti-takeover device, precluding shareholders from filling the Board
until the next regular election.
G.
|
Proposals to Fix the Size of the Board
|
DWS’s
policy is to vote:
1.
|
“For” proposals to fix the size of the Board unless: (a) no specific reason for the proposed change is given;
or (b) the proposal is part of a package of takeover defenses.
|
2.
|
“Against” proposals allowing Management to fix the size of the Board without
shareholder approval.
|
Rationale:
Absent danger of anti-takeover use, companies should be granted a reasonable amount of flexibility in fixing the size of its Board.
H.
|
Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards
|
DWS’s
policy is to vote “For” proposals to restrict a Chief Executive Officer from serving on more than two outside Boards
of Directors.
Rationale:
Chief Executive Officer must have sufficient time to ensure that shareholders’ interests are represented adequately.
Note:
A Director’s service on multiple closed-end fund Boards within a fund complex are treated as service on a single Board for
the purpose of the proxy voting guidelines.
I.
|
Proposals to Establish Audit Committees
|
DWS’s
policy is to vote “For” proposals that require the establishment of Audit Committees.
Rationale:
The Audit Committee should deal with accounting and risk management related questions, verifies the independence of the auditor
with due regard to possible conflicts of interest. It also should determine the procedure of the audit process.
II.
|
Capital Structure
|
A.
|
Authorization of Additional Shares
|
DWS’s
policy is to vote “For” proposals to increase the authorization of existing classes of stock that do not exceed a
3:1 ratio of shares authorized to shares outstanding for a large cap company, and do not exceed a 4:1 ratio of shares authorized
to shares outstanding for a small-midcap company (companies having a market capitalization under one billion US dollars).
Rationale:
While companies need an adequate number of shares in order to carry on business, increases requested for general financial flexibility
must be limited to protect shareholders from their potential use as an anti-takeover device. Requested increases for specifically
designated, reasonable business purposes (stock split, merger, etc.) will be considered in light of those purposes and the number
of shares required.
B.
|
Authorization of “Blank Check” Preferred Stock
|
DWS’s
policy is to vote:
1.
|
“Against” proposals to create blank check preferred stock or to increase the number of authorized shares of blank
check preferred stock unless the company expressly states that the stock will not be used for anti-takeover purposes and
will not be issued without shareholder approval.
|
2.
|
“For” proposals mandating shareholder approval of blank check stock placement.
|
Rationale:
Shareholders should be permitted to monitor the issuance of classes of preferred stock in which the Board of Directors is given
unfettered discretion to set voting, dividend, conversion and other rights for the shares issued.
C.
|
Stock Splits / Reverse Stock Splits
|
DWS’s
policy is to vote “For” stock splits if a legitimate business purpose is set forth and the split is in the shareholders'
best interests. A vote is cast “For” a reverse stock split only if the number of shares authorized is reduced in the
same proportion as the reverse split or if the effective increase in authorized shares (relative to outstanding shares) complies
with the proxy guidelines for common stock increases.
Rationale:
Generally, stock splits do not detrimentally affect shareholders. Reverse stock splits, however, may have the same result as an
increase in authorized shares and should be analyzed accordingly.
D.
|
Dual Class/Supervoting Stock
|
DWS’s
policy is to vote “Against” proposals to create or authorize additional shares of super-voting stock or stock with
unequal voting rights.
Rationale:
The “one share, one vote” principal ensures that no shareholder maintains a voting interest exceeding their equity
interest in the company.
DWS’s
policy is to address large block issuances of stock on a case-by-case basis based on the nature of the issuance, considering various
factors including recommendation of ISS subject to review by the GPVSC as set forth in the guidelines:
For
general Issuances, in general DWS policy is to:
Vote
for issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the
share issuance authorities’ periods are clearly disclosed (or implied by the application of a legal maximum duration) and
in line with market-specific practices and/or recommended guidelines (e.g. issuance periods limited to 18 months for the Netherlands);
and
vote
for issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice
recommendations provide) of currently issued capital as long as the share issuance authorities’ periods are clearly disclosed
(or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines
(e.g. issuance periods limited to 18 months for the Netherlands).
For
French companies, DWS policy is to:
•
|
Vote for general issuance requests with pre-emptive rights, or without pre-emptive rights but with a binding “priority
right,” for a maximum of 50 percent over currently issued capital.
|
•
|
Generally vote for general authorities to issue shares without pre-emptive rights up to a
maximum of 10 percent of share capital. When companies are listed on a regulated market, the maximum discount on share issuance
price proposed in the resolution must, in addition, comply with the legal discount (i.e., a maximum of 5 percent discount
to the share listing price) for a vote for to be warranted.
|
Where
it deems necessary, DWS will also consider voting “Against”, taking into account the following additional factors:
•
|
The combined equity issuance of all equity instruments with pre-emptive rights exceeds 50 percent of the outstanding share
capital or the prevailing maximum threshold as stipulated by best practice rules for corporate governance in the respective
country. Exceeding either of the two thresholds will be judged on a CASE-BY- CASE basis, provided that the subscription rights
are actively tradable in the market.
|
•
|
The cumulative equity issuances without subscription rights (historical and across instruments)
exceed the maximum level specified in a respective country’s best practices for corporate governance or 30 percent%
of the company’s nominal capital.
|
For
specific issuances, in general DWS policy is to:
Vote
on a case-by-case basis on all requests, with or without pre-emptive rights, incorporating where applicable the recommendation
of ISS.
Additionally,
DWS supports proposals requiring shareholder approval of large block issuances.
Rationale:
Stock issuances must be reviewed in light of the business circumstances leading to the request and the potential impact on shareholder
value.
F.
|
Recapitalization into a Single Class of Stock
|
DWS
policy is to vote “For” recapitalization plans to provide for a single class of common stock, provided the terms are
fair, with no class of stock being unduly disadvantaged.
Rationale:
Consolidation of multiple classes of stock is a business decision that may be left to the Board and/or Management if there is
no adverse effect on shareholders.
DWS’s
policy is to vote “For” share repurchase plans provided all shareholders are able to participate on equal terms. Where
it deems necessary, DWS will also analyse on a CASE-BY-CASE basis, if the maximum offer/price premium exceeds 10 percent and if
the share repurchase program exceeds a maximum of 10 percent of issued share capital.
Rationale:
Buybacks are generally considered beneficial to shareholders because they tend to increase returns to the remaining shareholders.
However, if the maximum offer premium exceeds 10 percent and the program itself exceeds 10 percent of issued capital, this could
indicate potential risks for the shareholders in the longer term.
H.
|
Reductions in Par Value
|
DWS’s
policy is to vote “For” proposals to reduce par value, provided a legitimate business purpose is stated (e.g., the
reduction of corporate tax responsibility.)
Rationale:
Usually, adjustments to par value are a routine financial decision with no substantial impact on shareholders.
III.
|
Corporate Governance Issues
|
A.
|
Confidential Voting
|
DWS’s
policy is to vote “For” proposals to provide for confidential voting and independent tabulation of voting results
and to vote “Against” proposals to repeal such provisions.
Rationale:
Confidential voting protects the privacy rights of all shareholders. This is particularly important for employee-shareholders
or shareholders with business or other affiliations with the company, who may be vulnerable to coercion or retaliation when opposing
Management. Confidential voting does not interfere with the ability of corporations to communicate with all shareholders, nor
does it prohibit shareholders from making their views known directly to Management.
DWS’s
policy is to vote “Against” shareholder proposals requesting cumulative voting and “For” Management proposals
to eliminate it. The protections afforded shareholders by cumulative voting are not necessary when a company has a history of
good performance and does not have a concentrated ownership interest. Accordingly, a vote is cast “Against” cumulative
voting and “For” proposals to eliminate it if:
a)
|
The company has a five year return on investment greater than the relevant industry index,
|
b)
|
All Directors and executive officers as a group beneficially own less than 10% of the outstanding stock, and
|
c)
|
No shareholder (or voting block) beneficially owns 15% or more of the company.
|
Thus,
failure of any one of the three criteria results in a vote for cumulative voting in accordance with the general policy.
Rationale:
Cumulative voting is a tool that should be used to ensure that holders of a significant number of shares may have Board representation;
however, the presence of other safeguards may make their use unnecessary.
C.
|
Supermajority Voting Requirements
|
DWS’s
policy is to vote “Against” Management proposals to require a supermajority vote to amend the charter or by-laws and
to vote “For” shareholder proposals to modify or rescind existing supermajority requirements.
*
|
Exception made when company holds a controlling position and seeks to lower threshold to maintain control and/or make changes
to corporate by-laws.
|
Rationale:
Supermajority voting provisions violate the democratic principle that a simple majority should carry the vote. Setting supermajority
requirements may make it difficult or impossible for shareholders to remove egregious by-law or charter provisions. Occasionally,
a company with a significant insider held position might attempt to lower a supermajority threshold to make it easier for Management
to approve provisions that may be detrimental to shareholders. In that case, it may not be in the shareholders interests to lower
the supermajority provision.
D.
|
Shareholder Right to Vote
|
DWS’s
policy is to vote “Against” proposals that restrict the right of shareholders to call special meetings, amend the
bylaws, or act by written consent. DWS’s Policy is to vote “For” proposals that remove such restrictions.
Rationale:
Any reasonable means whereby shareholders can make their views known to Management or affect the governance process should be
supported.
E.
|
Amendments of the Articles
|
Where
it deems necessary, DWS will consider to generally to vote “Against” if the vote is an article amendment that would
lengthen the term of office for directors over 3 years.
F.
|
Related Party Transactions
|
DWS
will analyse related party transactions on a CASE-BY-CASE basis and will additionally consider ISS recommendations.
Annual
Incentive Plans or Bonus Plans are often submitted to shareholders for approval. These plans typically award cash to executives
based on company performance. Deutsche Bank believes that the responsibility for executive compensation decisions rest with the
Board of Directors and/or the compensation committee, and its policy is not to second-guess the Board’s award of cash compensation
amounts to executives unless a particular award or series of awards is deemed excessive. If stock options are awarded as part
of these bonus or incentive plans, the provisions must meet Deutsche Bank’s criteria regarding stock option plans, or similar
stock-based incentive compensation schemes, as set forth below.
A.
|
Executive and Director Stock Option Plans
|
DWS’s
policy is to vote “For” stock option plans that meet the following criteria:
The
resulting dilution of existing shares is less than (a) 15% of outstanding shares for large capital corporations; or (b) 20% of
outstanding shares for small-mid capital companies (companies having a market capitalization under one billion US dollars).
The
transfer of equity resulting from granting options at less than fair market value (“FMV”) is no greater than 3% of
the over-all market capitalization of large capital corporations or 5% of market cap for small-mid capital companies.
The
plan does not contain express repricing provisions and, in the absence of an express statement that options will not be repriced,
the company does not have a history of repricing options.
The
plan does not grant options on super-voting stock.
DWS
will support performance-based option proposals as long as (a) they do not mandate that all options granted by the company must
be performance based; and (b) only certain high-level executives are subject to receive the performance based options.
DWS
will support proposals to eliminate the payment of outside Director Pensions.
Rationale:
Determining the cost to the company and to shareholders of stock-based incentive plans raises significant issues not encountered
with cash-based compensation plans. These include the potential dilution of existing shareholders' voting power, the transfer
of equity out of the company resulting from the grant and execution of options at less than FMV and the authority to reprice or
replace underwater options. Our stock option plan analysis model seeks to allow reasonable levels of flexibility for a company
yet still protect shareholders from the negative impact of excessive stock compensation. Acknowledging that small mid-capital
corporations often rely more heavily on stock option plans as their main source of executive compensation and may not be able
to compete with their large capital competitors with cash compensation, we provide slightly more flexibility for those companies.
B.
|
Employee Stock Option/Purchase Plans
|
DWS’s
policy is to vote “For” employee stock purchase plans (“ESPPs”) when the plan complies with Internal Revenue
Code Section 423, allowing non-Management employees to purchase stock at 85% of FMV.
DWS’s
policy is to vote “For” employee stock option plans (“ESOPs”) provided they meet the standards for stock
option plans in general. However, when computing dilution and transfer of equity, ESOPs are considered independently from executive
and Director Option plans.
Rationale:
ESOPs and ESPPs encourage rank-and-file employees to acquire an ownership stake in the companies they work for and have been
shown to promote employee loyalty and improve productivity.
DWS’s
policy is to vote “For” proposals to require shareholder approval of golden parachutes and for proposals that would
limit golden parachutes to no more than three times base compensation. DWS’s Policy is to vote on a “case-by-case”
basis regarding more restrictive shareholder proposals to limit golden parachutes.
Rationale:
In setting a reasonable limitation, DWS considers that an effective parachute should be less attractive than continued employment
and that the IRS has opined that amounts greater than three times annual salary, are excessive.
D.
|
Proposals to Limit Benefits or Executive Compensation
|
DWS’s
policy is to vote “Against”
Proposals
to limit benefits, pensions or compensation; and
Proposals
that request or require disclosure of executive compensation greater than the disclosure required by Securities and Exchange Commission
(“SEC”) regulations.
Rationale:
Levels of compensation and benefits are generally considered to be day-to-day operations of the company, and are best left unrestricted
by arbitrary limitations proposed by shareholders.
E.
|
Shareholder Proposals Concerning “Pay for Superior Performance”
|
DWS’s
policy is to address pay for superior performance proposals on a case-by-case basis subject to review by the GPVSC as set forth
in DWS’s Proxy Voting Policy and Guidelines, based on recommendation by ISS and consideration of the following factors:
•
|
What aspects of the company’s annual and long-term equity incentive programs are performance driven?
|
•
|
If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates
disclosed to shareholders or are they benchmarked against a disclosed peer group?
|
•
|
Can shareholders assess the correlation between pay and performance based on the current disclosure?
|
•
|
What type of industry and stage of business cycle does the company belong to?
|
These
proposals generally include the following principles:
•
|
Set compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median;
|
•
|
Deliver a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested,
equity awards;
|
•
|
Provide the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria
used in the annual and performance-vested long-term incentive components of the plan;
|
•
|
Establish performance targets for each plan financial metric relative to the performance of the company’s peer companies;
and
|
•
|
Limit payment under the annual and performance-vested long-term incentive components of the
plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance.
|
Rationale:
While DWS agrees that compensation issues are better left to the discretion of Management, there remains the need to monitor for
excessive and problematic compensation practices on a case-by-case basis. If, after a review of the ISS metrics, DWS is comfortable
with ISS’s applying this calculation, DWS will vote according to ISS’ recommendation.
F.
|
Executive Compensation Advisory
|
DWS’s
policy is to support management or shareholder proposals to propose an advisory resolution seeking to ratify the compensation
of the company’s named executive officers (“NEOs”) on an annual basis (“say on pay”).
Rationale:
DWS believes that controls exist within senior Management and corporate compensation committees, ensuring fair compensation to
executives. However, an annual advisory vote represents a good opportunity for shareholders to have a transparent and clear exchange
of views with the company on the executive compensation structures.
G.
|
Advisory Votes on Executive Compensation
|
DWS’s
policy is to vote on a case-by-case basis on ballot items related to executive pay and practices, as well as certain aspects of
outside director compensation, including recommendations by ISS where applicable, subject to review by the GPVSC as set forth
in DWS’s Proxy Voting Policy and Guidelines.
DWS’s
policy is to vote against Advisory Votes on Executive Compensation (Management Say-on-Pay — MSOP) if:
•
|
There is a significant misalignment between CEO pay and company performance (pay for performance);
|
•
|
The company maintains significant problematic pay practices;
|
•
|
The Board exhibits a significant level of poor communication and responsiveness to shareholders.
|
Primary
Evaluation Factors for Executive Pay
Pay-for-Performance
Evaluation
DWS
will consider the pay-for-performance analysis conducted annually by an independent third party, currently ISS, to identify strong
or satisfactory alignment between pay and performance over a sustained period. With respect to companies in the Russell 3000 or
Russell 3000E Indices, DWS considers the following based on ISS’ analysis:
•
|
The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group,
each measured over a three-year period.
|
•
|
The multiple of the CEO's total pay relative to the peer group median.
|
•
|
Absolute Alignment – the absolute alignment between the trend in CEO pay and company
TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in
annualized TSR during the period.
|
If
the above analysis demonstrates significant unsatisfactory long-term pay-for-performance alignment or, in the case of companies
outside the Russell indices, misaligned pay and performance are otherwise suggested, DWS may consider any of the following qualitative
factors as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and
alignment with shareholder interests:
•
|
The ratio of performance- to time-based equity awards;
|
•
|
The overall ratio of performance-based compensation;
|
•
|
The completeness of disclosure and rigor of performance goals;
|
•
|
The company's peer group benchmarking practices;
|
•
|
Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative
to peers;
|
•
|
Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual
awards);
|
•
|
Realizable pay compared to grant pay; and
|
•
|
Any other factors deemed relevant.
|
Where
it deems necessary, DWS will also take into account the following additional factors:
•
|
Systems that entitle the company to recover any sums already paid where necessary (e.g. claw- back system). Deviations are
possible wherever the company provides a reasonable explanation why a claw-back was not implemented.
|
Problematic
Pay Practices
DWS’s
policy is to defer to ISS’ recommendation regarding executive compensation practices that contravene the global pay principles
considered by ISS in evaluating executive pay and practices, including:
•
|
Problematic practices related to non-performance-based compensation elements;
|
•
|
Incentives that may motivate excessive risk-taking; and
|
•
|
Options Backdating.
|
Problematic
Pay Practices related to Non-Performance-Based Compensation Elements
DWS’s
policy is, in general, to evaluate pay elements that are not directly based on performance on a case-by-case considering the context
of a company's overall pay program and demonstrated pay-for-performance philosophy. DWS will defer to ISS’ analysis of specific
pay practices that have been identified as potentially problematic and may lead
to
negative recommendations if they are deemed to be inappropriate or unjustified relative to executive pay best practices. The list
below highlights the problematic practices that carry significant weight in DWS’s overall consideration and may result in
adverse vote recommendations:
•
|
Repricing or replacing of underwater stock options/SARS without prior shareholder approval (including cash buyouts and voluntary
surrender of underwater options);
|
•
|
Excessive perquisites or tax gross-ups, including any gross-up related to a secular trust or restricted stock vesting;
|
•
|
New or extended agreements that provide for:
|
•
|
CIC payments exceeding 3 times base salary and average/target/most recent bonus;
|
•
|
CIC severance payments without involuntary job loss or substantial diminution of duties (“single” or “modified
single” triggers);
|
•
|
CIC payments with excise tax gross-ups (including “modified” gross-ups);
|
•
|
Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such
that a reasonable assessment of pay programs and practices applicable to the EMI's executives is not possible.
|
Incentives
that may Motivate Excessive Risk-Taking
•
|
Multi-year guaranteed bonuses;
|
•
|
A
single or common performance metric used for short- and long-term plans;
|
•
|
Lucrative severance packages;
|
•
|
High pay opportunities relative to industry peers;
|
•
|
Disproportionate supplemental pensions; or
|
•
|
Mega annual equity grants that provide unlimited upside with no downside risk.
|
Factors
that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding
guidelines.
Options
Backdating
DWS’s
policy is to examine the following factors case-by-case to allow for distinctions to be made between “sloppy” plan
administration versus deliberate action or fraud:
•
|
Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;
|
•
|
Duration of options backdating;
|
•
|
Size of restatement due to options backdating;
|
•
|
Corrective actions taken by the Board or compensation committee, such as canceling or re-pricing backdated options, the recouping
of option gains on backdated grants; and
|
•
|
Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule
or window period for equity grants in the future.
|
DWS
may rely on ISS’s analysis of the foregoing and may defer to ISS’s recommendation subject to review by the GPVSC.
Rationale:
While DWS agrees that compensation issues are better left to the discretion of Management, there remains a need to take action
on this nonbinding proposal if excessive or problematic compensation practices exist.
H.
|
Frequency of Advisory Vote on Executive Compensation
|
DWS’s
policy is to vote “For” annual advisory votes on compensation, which provide the most consistent and clear communication
channel for shareholder concerns about companies’ executive pay programs.
Rationale:
DWS believes that annual advisory vote gives shareholders the opportunity to express any compensation concerns to the Executive
Compensation proposal which is an advisory voting.
V.
|
Anti-Takeover Related Issues
|
A.
|
Shareholder Rights Plans (“Poison Pills”)
|
DWS’s
policy is to vote “For” proposals to require shareholder ratification of poison pills or that request Boards to redeem
poison pills, and to vote “Against” the adoption of poison pills if they are submitted for shareholder ratification.
Rationale:
Poison pills are the most prevalent form of corporate takeover defenses and can be (and usually are) adopted without shareholder
review or consent. The potential cost of poison pills to shareholders during an attempted takeover outweighs the benefits.
DWS’s
policy is to examine reincorporation proposals on a case-by-case basis. The voting decision is based on:
•
|
Differences in state law between the existing state of incorporation and the proposed state of incorporation; and
|
•
|
Differences between the existing and the proposed charter/bylaws/articles of incorporation
and their effect on shareholder rights.
|
If
changes resulting from the proposed reincorporation violate the corporate governance principles set forth in these guidelines,
the reincorporation will be deemed contrary to shareholder’s interests and a vote cast “against.”
Rationale:
Reincorporations can be properly analyzed only by looking at the advantages and disadvantages to their shareholders. Care must
be taken that anti-takeover protection is not the sole or primary result of a proposed change.
DWS’s
policy is to vote “For” Management fair-price proposals, provided that:
•
|
The proposal applies only to two-tier offers;
|
•
|
The proposal sets an objective fair-price test based on the highest price that the acquirer has paid for a company's shares;
|
•
|
The supermajority requirement for bids that fail the fair-price test is no higher than two-thirds of the outstanding shares;
and
|
•
|
The proposal contains no other anti-takeover provisions or provisions that restrict shareholders
rights.
|
A
vote is cast “For” shareholder proposals that would modify or repeal existing fair-price requirements that do not
meet these standards.
Rationale:
While fair price provisions may be used as anti-takeover devices, if adequate provisions are included, they provide some protection
to shareholders who have some say in their application and the ability to reject those protections if desired.
D.
|
Exemption from State Takeover Laws
|
DWS’s
policy is to vote “For” shareholder proposals to opt out of state takeover laws and to vote “Against”
Management proposals requesting to opt out of state takeover laws.
Rationale:
Control share statutes, enacted at the state level, may harm long-term share value by entrenching Management. They also unfairly
deny certain shares their inherent voting rights.
E.
|
Non-Financial Effects of Takeover Bids
|
Policy
is to vote “Against” shareholder proposals to require consideration of non-financial effects of merger or acquisition
proposals.
Rationale:
Non-financial effects may often be subjective and are secondary to DWS’s stated purpose of acting in its client’s
best economic interest.
VI.
|
Mergers & Acquisitions
|
Evaluation
of mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations,
restructurings, and recapitalizations) are performed on a case-by-case basis, including consideration of ISS’s analysis
and recommendations where applicable, subject to review by the GPVSC. DWS’s policy is to review and evaluate the merits
and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:
•
|
Valuation - Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness
opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium,
market reaction and strategic rationale.
|
•
|
Market reaction - How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny
of a deal.
|
•
|
Strategic rationale - Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies
should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record
of successful integration of historical acquisitions.
|
•
|
Negotiations and process - Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable?
A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify
the deal makers' competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction)
can also affect shareholder value.
|
•
|
Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to
non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely
to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced
these directors and officers to support or recommend the merger. The CIC figure presented in the “ISS Transaction Summary”
section of this report is an aggregate figure that can in certain cases be a misleading indicator of the true value transfer
from shareholders to insiders. Where such figure appears to be excessive, analyze the underlying assumptions to determine
whether a potential conflict exists.
|
•
|
Governance - Will the combined company have a better or worse governance profile than the
current governance profiles of the respective parties to the transaction? If the governance profile is to change for the
worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.
|
Additional
resources including portfolio management and research analysts may be considered as set forth in DWS’s policies and procedures.
VII.
|
Environmental, Social and Governance Issues
|
Environmental,
social and governance issues (ESG) are becoming increasingly important to corporate success. We incorporate ESG considerations
into both our investment decisions and our proxy voting decisions – particularly if the financial performance of the company
could be impacted. Companies or states that seriously contravene internationally accepted ethical principles will be subject to
heightened scrutiny.
A.
|
Principles for Responsible Investment
|
DWS’s
policy is to actively engage with companies on ESG issues and participate in ESG initiatives. In this context, DWS (a) votes “For”
increased disclosure on ESG issues; (b) is willing to participate in the development of policy, regulation, and standard setting
(such as promoting and protecting shareholder rights); (c) could support shareholder initiatives and also file shareholder resolutions
with long term ESG considerations and improved ESG disclosure, when applicable; (d) could support standardized ESG reporting and
issues to be integrated within annual financial reports; and (e) on a case-by-case basis, on other votes related to ESG issues.
Rationale:
ESG issues can affect the performance of investment portfolios (to varying degrees across companies, sectors, regions, asset classes
and through time).
DWS’s
policy will also consider the Coalition for Environmentally Responsible Economies (“CERES”) recommendation on Environmental
matters contained in the CERES Principles and the recommendations on social and sustainability issues not specifically addressed
elsewhere in these Guidelines. DWS may consider ISS to identify shareholder proposals addressing CERES Principles and may have
proxies voted in accordance with ISS’ predetermined voting guidelines on CERES Principles. DWS’s policy is to generally
vote for social and environmental shareholder proposals that promote good corporate citizens while enhancing long‐term shareholder
and stakeholder value. DWS’s policy is to vote for disclosure reports that seek additional information particularly when
it appears companies have not adequately addressed shareholders' social, workforce, and environmental concerns. In determining
vote recommendations on shareholder social, workforce, and environmental proposals, DWS will consider the recommendation of ISS
along with various other factors including:
•
|
Whether the proposal itself is well framed and reasonable;
|
•
|
Whether adoption of the proposal would have either a positive or negative impact on the company's short-term or long-term
share value;
|
•
|
Whether the company's analysis and voting recommendation to shareholders is persuasive;
|
•
|
The degree to which the company's stated position on the issues could affect its reputation or sales, or leave it vulnerable
to boycott or selective purchasing;
|
•
|
Whether the subject of the proposal is best left to the discretion of the Board;
|
•
|
Whether the issues presented in the proposal are best dealt with through legislation, government regulation, or company-specific
action;
|
•
|
The company's approach compared with its peers or any industry standard practices for addressing the issue(s) raised by the
proposal;
|
•
|
Whether the company has already responded in an appropriate or sufficient manner to the issue(s)
raised in the proposal;
|
•
|
If the proposal requests increased disclosure or greater transparency, whether or not sufficient information is publically
available to shareholders and whether it would be unduly burdensome for the company to compile and avail the requested information
to shareholders in a more comprehensive or amalgamated fashion;
|
•
|
Whether implementation of the proposal would achieve the objectives sought in the proposal.
|
In
general, DWS policy supports proposals that request the company to furnish information helpful to shareholders in evaluating the
company’s operations, based on ISS’ analysis and recommendation. In order to be able to intelligently monitor their
investments shareholders often need information best provided by the company in which they have invested. Requests to report such
information will merit support. Requests to establish special committees of the Board to address broad corporate policy and provide
forums for ongoing dialogue on issues including, but not limited to shareholder relations, the environment, human rights, occupational
health and safety, and executive compensation, will generally be supported, particularly when they appear to offer a potentially
effective method for enhancing shareholder value. DWS’s policy is to closely evaluate proposals that ask the company to
cease certain actions that the proponent believes are harmful to society or some segment of society with special attention to
the company’s legal and ethical obligations, its ability to remain profitable, and potential negative publicity if the company
fails to honor the request. DWS’s policy supports shareholder proposals that improve the company’s public image, and
reduce exposure to liabilities.
Rationale:
DWS supports CERES and as such generally considers the CERES recommendation, but will vote on a case-by-case basis.
VIII.
|
Miscellaneous Items
|
A.
|
Ratification of Auditors
|
DWS’s
policy is to vote “For” (a) the Management recommended selection of auditors and (b) proposals to require shareholder
approval of auditors.
Rationale:
Absent evidence that auditors have not performed their duties adequately, support for Management’s nomination is warranted.
B.
|
Limitation of Non-Audit Services provided by Independent Auditor
|
DWS’s
policy is to support proposals limiting non-audit fees to 50% of the aggregate annual fees earned by the firm retained as a company's
independent auditor.
Rationale:
In the wake of financial reporting problems and alleged audit failures at a number of companies, DWS supports the general principle
that companies should retain separate firms for audit and consulting services to avoid potential conflicts of interest. However,
given the protections afforded by the Sarbanes-Oxley Act of 2002 (which requires Audit Committee pre-approval for non-audit services
and prohibits auditors from providing specific types of services), and the fact that some non-audit services are legitimate audit-related
services, complete separation of audit and consulting fees may not be warranted. A reasonable limitation is appropriate to help
ensure auditor independence and it is reasonable to expect that audit fees exceed non-audit fees.
DWS’s
policy is to vote against proposals seeking audit firm rotation, unless there are relevant audit-related issues.
Rationale:
Because the Sarbanes-Oxley Act mandates that the lead audit partner be switched every five years, DWS believes that rotation of
the actual audit firm would be costly and disruptive, unless DWS believes there are significant audit-related issues.
Where
it deems necessary, on audit-related agenda items, DWS will also consider voting “Against”, taking into account the
following additional factors:
•
|
The name of the audit firm is not disclosed.
|
•
|
No breakdown of audit/non-audit fees is provided.
|
•
|
Non-audit fees exceed standard audit and audit-related- fees, unless ISS highlights a special justification such as IPOs,
M&A or restructuring (this guideline applies only to companies on the country`s main index).
|
•
|
Auditors are changed without explanation.
|
D.
|
Transaction of Other Business
|
DWS’s
policy is to vote “Against” transaction of other business proposals.
Rationale:
This is a routine item to allow shareholders to raise other issues and discuss them at the meeting. As the nature of these issues
may not be disclosed prior to the meeting, we recommend a vote against these proposals. This protects shareholders voting by proxy
(and not physically present at a meeting) from having action taken at the meeting that they did not receive proper notification
of or sufficient opportunity to consider.
E.
|
Motions to Adjourn the Meeting
|
DWS’s
Policy is to vote “Against” proposals to adjourn the meeting.
Rationale:
Management may seek authority to adjourn the meeting if a favorable outcome is not secured. Shareholders should already have had
enough information to make a decision. Once votes have been cast, there is no justification for Management to continue spending
time and money to press shareholders for support.
DWS’s
policy is to vote against bundled proposals if any bundled issue would require a vote against it if proposed individually.
Rationale:
Shareholders should not be forced to “take the good with the bad” in cases where the proposals could reasonably have
been submitted separately.
G.
|
Change of Company Name
|
DWS’s
policy is to support Management on proposals to change the company name.
Rationale:
This is generally considered a business decision for a company.
H.
|
Proposals Related to the Annual Meeting
|
DWS’s
Policy is to vote “For” Management for proposals related to the conduct of the annual meeting (meeting time, place,
etc.)
Rationale:
These are considered routine administrative proposals.
I.
|
Reimbursement of Expenses Incurred from Candidate Nomination
|
DWS’s
policy is to follow Management’s recommended vote on shareholder proposals related to the amending of company bylaws to
provide for the reimbursement of reasonable expenses incurred in connection with nominating one or more candidates in a contested
election of Directors to the corporation’s Board of Directors.
Rationale:
Corporations should not be liable for costs associated with shareholder proposals for Directors.
J.
|
Investment Company Proxies
|
Proxies
solicited by investment companies are voted in accordance with the recommendations of an independent third party, currently ISS.
However, regarding investment companies for which DWS or an affiliate serves as investment adviser or principal underwriter, such
proxies are voted in the same proportion as the vote of all other shareholders. Proxies solicited by master funds from feeder
funds will be voted in accordance with applicable provisions of Section 12 of the Investment Company Act of 1940 (“Investment
Company Act”).
Investment
companies, particularly closed-end investment companies, are different from traditional operating companies. These differences
may call for differences in voting positions on the same matter. For example, DWS could vote “For” staggered Boards
of closed-end investment companies, although DWS generally votes “Against” staggered Boards for operating companies.
Further, the manner in which DWS votes investment company proxies may differ from proposals for which an DWS-advised investment
company solicits proxies from its shareholders. As reflected in the Guidelines, proxies solicited by closed-end (and open-end)
investment companies are voted in accordance with the pre-determined guidelines of an independent third-party.
Subject
to participation agreements with certain Exchange Traded Funds (“ETF”) issuers that have received exemptive orders
from the US Securities and Exchange Commission allowing investing Deutsche funds to exceed the limits set forth in Section 12(d)(1)(A)
and (B) of the Investment Company Act, DWS will echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of outstanding
voting shares globally when required to do so by participation agreements and SEC orders.
Note:
With respect to the DWS Central Cash Management Government Fund (registered under the Investment Company Act), the Fund is not
required to engage in echo voting and the investment adviser will use these Guidelines, and may determine, with respect to the
DWS Central Cash Management Government Fund, to vote contrary to the positions in the Guidelines, consistent with the Fund’s
best interest.
The
above guidelines pertain to issuers organized in the United States and Canada. Proxies solicited by other issuers are voted in
accordance with international guidelines or the recommendation of ISS and in accordance with applicable law and regulation.
IX.
|
International Proxy Voting Guidelines with Application For Holdings Incorporated Outside the United States and Canada:
|
A.
Election of Directors
Where
it deems necessary, DWS will also take into account the following additional factors:
•
|
A
combined CEO/Chairman role without a lead Independent Director in place would trigger a vote “Against” the CEO/Chairman.
|
It
is essential that the board have a lead independent director, who should have approval over information flow to the board, meeting
agendas and meeting schedules to ensure a structure that provides an appropriate balance between the powers of the CEO and those
of the independent directors.
•
|
Attendance at Board meetings not disclosed on an individual basis in the annual report or on the company’s website
and neither is the reported overall attendance above 90%. An individual candidate has attended fewer than 75% of the board
and audit / risk committee meetings in a given year without a satisfactory explanation for his / her absence disclosed in
a clear and comprehensible form in the relevant proxy filings. Satisfactory explanation will be understood as any health
issues or family incidents. These would trigger a vote “Against” the election of the corresponding directors.
|
•
|
DWS will vote with an “Against” if the election of a candidate results in a direct transition from executive
(incl. the CEO) to non-executive directorship (i.e. without a cooling off of minimum two years). In especially warranted
cases, executive directors with a long and proven track record can become non-executive directors if this change is in line
with the national best practice for corporate governance.
|
•
|
A former executive director who is nominated for a membership on the non-executive board when two or more former executive
directors already serve on the same board would result in a vote “Against” the former executive, as the board
cannot be regarded as independent anymore.
|
•
|
Relevant committees in place and their majority independent. If the main committees are not majority independent, this could
trigger a vote “Abstain” on the Chairman of the board and if the Chairman is not up for election, “Abstain”
on the non-independent committee members.
|
•
|
The management of Environmental Social and Governance (ESG) controversies around company will be analysed on a case-by-case
basis based on relevant internationally recognized E, S or G principles (e.g. the UN Global Compact Principles and OECD Guidelines
for Multinationals). Under extraordinary circumstances, DWS will vote against the election of directors or the entire board
if there were material failures of governance, stewardship, risk oversight, or fiduciary responsibilities identified as a
result of the controversies around the company.
|
•
|
When the director election lengthens the term of office, DWS will consider voting “Against”
this election.*
|
In
the absence of an annual election, we are generally supportive of staggered boards as the perpetual renewal of an appropriate
proportion of the board members secures an active succession planning. In cases where the annual (re-)election is established,
DWS would oppose proposals that would lengthen the term of office (i.e. from annual election to terms of two/three years or more).
*Note
– This guideline would not pertain to closed-end or open-end funds.
B.
Renumeration (Variable Pay)
Executive
remuneration for Management Board
Where
it deems necessary, DWS will also take into account the following additional factors:
•
|
Systems that entitle the company to recover any sums already paid (e.g. claw-back-system). Deviations are possible wherever
the company provides a reasonable explanation why a claw- back was not implemented.
|
DWS’s
policy is to vote “For” Management Board remuneration that is transparent and linked to results.
Rationale:
Executive compensation should motivate Management and align the interests of Management with the shareholders. The focus should
be on criteria that prevent excessive remuneration; but enable the company to hire and retain first-class professionals.
Shareholder
interests are normally best served when Management is remunerated to optimise long-term returns. Criteria should include suitable
measurements like return on capital employed or economic value added.
Interests
should generally also be correctly aligned when Management own shares in the company – even more so if these shares represent
a substantial portion of their own wealth.
Its
disclosure shall differentiate between fixed pay, variable (performance related) pay, and long-term incentives, including stock
option plans with valuation ranges as well as pension and any other significant arrangements.
Executive
remuneration for Supervisory Board
DWS’s
policy is to vote “For” remuneration for Supervisory Board that is at least 50% in fixed form.
Rationale:
It would normally be preferable if performance linked compensation were not based on dividend payments, but linked to suitable
result based parameters. Consulting and procurement services should also be published in the company report.
C.
Long-Term Incentive Plans
DWS’s
policy is to vote “For” long-term incentive plans for members of a Management Board that reward for above average
company performance.
Rationale:
Incentive plans will normally be supported if they:
1.
Directly align the interests of members of Management Boards with those of shareholders;
2.
Establish challenging performance criteria to reward only above average performance;
3.
Measure performance by total shareholder return in relation to the market or a range of comparable companies;
4.
Are long-term in nature and encourage long-term ownership of the shares once exercised through minimum holding periods; and
5.
Do not allow a repricing of the exercise price in stock option plans.
D.
Proposals to Restrict Supervisory Board Members Service on Multiple Boards
DWS’s
policy is to vote “For” proposals to restrict a Supervisory Board Member from serving on more than five Supervisory
Boards.
Rationale:
We consider a strong, independent, and knowledgeable Supervisory Board as important counter-balance to executive Management
to ensure that the interests of shareholders are fully reflected by the company.
Full
information should be disclosed in the annual reports and accounts to allow all shareholders to judge the success of the Supervisory
Board controlling their company.
Supervisory
Board Members must have sufficient time to ensure that shareholders’ interests are represented adequately.
Note:
A Director’s service on multiple closed-end fund Boards within a fund complex are treated as service on a single Board for
the purpose of the proxy voting guidelines.
E.
Establishment of a Remuneration Committee
DWS’s
policy is to vote “For” proposals that require the establishment of a Remuneration Committee.
Rationale:
Corporations should disclose in each annual report or proxy statement their policies on remuneration. Essential details regarding
executive remuneration including share options, long-term incentive plans and bonuses, should be disclosed in the annual report,
so that investors can judge whether corporate pay policies and practices meet the standard.
The
Remuneration Committee shall not comprise any Management Board members and should be sensitive to the wider scene on executive
pay. It should ensure that performance-based elements of executive pay are designed to align the interests of shareholders.
F.
Management Board Election and Motion
DWS’s
policy is to vote “Against”:
1.
The election of Management Board members with positions on either Remuneration or Audit Committees;
2.
The election of Supervisory Board members with too many Supervisory Board mandates; and
3.
“Automatic” election of former Management Board members into the Supervisory Board.
Rationale:
Management as an entity, and each of its members, are responsible for all actions of the company, and are – subject
to applicable laws and regulations – accountable to the shareholders as a whole for their actions.
Sufficient
information should be disclosed in the annual company report and account to allow shareholders to judge the success of the company.
G.
Large Block Issuance For the UK market the following applies:
Generally
vote for a resolution to authorise the issuance of equity, unless:
•
|
The issuance authority exceeds 33 percent of the issued share capital. Assuming it is no more than 33 percent, a further
33 percent of the issued share capital may also be applied to a fully pre-emptive rights issue taking the acceptable aggregate
authority to 66 percent
|
Where
it deems necessary, DWS will also consider voting “Against”, taking into account the following additional factors:
•
|
The combined equity issuance of all equity instruments with pre-emptive rights exceeds 50 percent of the outstanding share
capital or the prevailing maximum threshold as stipulated by best practice rules for corporate governance in the respective
country. Exceeding either of the two thresholds will be judged on a CASE-BY- CASE basis, provided that the subscription rights
are actively tradable in the market.
|
•
|
The cumulative equity issuances without subscription rights (historical and across instruments)
exceed the maximum level specified in a respective country’s best practices for corporate governance or 30 percent%
of the company’s nominal capital.
|
H.
Share Repurchases
Where
it deems necessary, DWS will also analyse on a CASE-BY-CASE basis, if the maximum offer/price premium exceeds 10 percent and if
the share repurchase program exceeds a maximum of 10 percent of issued share capital.
Rationale:
Buybacks are generally considered beneficial to shareholders because they tend to increase returns to the remaining shareholders.
However, if the maximum offer premium exceeds 10 percent and the program itself exceeds 10 percent of issued capital, this could
indicate potential risks for the shareholders in the longer term.
I.
Use of Net Profits
Where
it deems necessary, DWS will also consider voting “Against”, taking into account the following factors:
•
|
The dividend payout ratio has been below 20% for two consecutive years despite a limited availability of profitable growth
opportunities, and management has not given/provided adequate reasons for this decision.
|
•
|
The payout ratio exceeds 100 % of the distributable profits without appropriate reason (the
company pays a dividend which affects its book value).
|
J.
Amendments of the Articles
Where
it deems necessary, DWS will consider to generally to vote “Against” if the vote is an article amendment that would
lengthen the term of office for directors over 3 years.
K.
Related Party Transactions
DWS
will analyse related party transactions on a CASE-BY-CASE basis and will additionally consider ISS recommendations.
L.
Auditor
Where
it deems necessary, on audit-related agenda items, DWS will also consider voting “Against”, taking into account the
following additional factors:
•
|
The name of the audit firm is not disclosed.
|
•
|
No breakdown of audit/non-audit fees is provided.
|
•
|
Non-audit fees exceed standard audit and audit-related- fees, unless ISS highlights a special justification such as IPOs,
M&A or restructuring (this guideline applies only to companies on the country`s main index).
|
•
|
Auditors are changed without explanation.
|
•
|
The same lead audit partner has been appointed for more than five years.
|
•
|
Consequently, when the company does not publish the name of its lead auditor and the duration
for which she / he has been previously appointed. (Markets in which the regulatory requirement for lead partner rotation
is maximum five years are exempt from this guideline).
|
X.
Proxy Voting Guidelines With Application For Holdings Incorporated In Japan
With
reference to our policy on board composition in Japan, we expect companies, which define the role of the board to have a supervisory
function instead of an executive function, to have at least two outside directors and strongly encourage them to ensure that at
least 1/3 of the members in their boards are considered independent.
With
reference to our policy of defining independence, outlined earlier in this document, in Japan as significant shareholders we will
consider those who are in the top ten shareholders, even if their holding represents a share of less than 10%, mainly due to the
market practice in Japan for business partners to own a certain percentage of each other’s shares as cross shareholders.
With reference to our policy on the separation of the CEO and chairman roles and responsibilities, we strongly encourage our Japanese
investees to disclose the member, who chairs the board as well as the member, who is considered to chair the company, the so called
“Kaicho”, if these roles are separated. We also expect and foster our investees in Japan to establish the relevant
formal committees- nomination, remuneration and audit.
Rationale:
We acknowledge what has been achieved in the last couple of years in the corporate governance developments in Japan and support
the progress, which has been made in that regard, in particular with the introduction of the Corporate Governance and Stewardship
codes. We aspire to be in a constructive dialogue with our investees and to act as their steering partner to drive further developments
in the corporate governance area. However, we foster our investees in Japan to strive to have more independent boards generally,
as we believe board independence is crucial for the further development of corporate governance in Japan.
PART C. OTHER INFORMATION
Item 28
|
Exhibits
|
|
|
|
(a)
|
(1)
|
Certificate of Trust of DBX ETF Trust (the “Registrant” or the “Trust”) dated October 7, 2010. (Incorporated by reference to the Trust’s Registration Statement, as filed with the Securities and Exchange Commission (the “SEC”) on October 25, 2010.)
|
|
|
(2)
|
Agreement and Declaration of Trust, dated as of October 7, 2010. (Incorporated by reference to Pre-Effective Amendment No. 1 to the Trust’s Registration Statement, as filed with the SEC on February 9, 2011.)
|
|
(b)
|
|
Bylaws of the Trust, dated October 7, 2010, as amended February 25, 2016 and November 14, 2017. (Incorporated by reference to Post-Effective Amendment No. 397 to the Trust’s Registration Statement, as filed with the SEC on December 21, 2017.)
|
|
(c)
|
|
Instruments defining the rights of shareholders, including the relevant portions of: the Agreement and Declaration of Trust, dated as of October 7, 2010 (see Section 4.3), and the Bylaws of the Trust, dated October 7, 2010, as amended February 25, 2016 and November 14, 2017 (see Article 5). (Incorporated by reference to exhibits (a)(1) through (a)(2) and exhibit (b) to this Registration Statement.)
|
|
(d)
|
(1)
|
Investment Advisory Agreement, dated January 31, 2011, as amended May 24, 2017, between the Trust and DBX Advisors LLC. (Filed herein.)
|
|
|
(2)
|
Form of Amended Schedule A, dated February 12, 2019 to the Investment Advisory Agreement, dated January 31, 2011, as amended May 24, 2017, between the Trust and DBX Advisors LLC. (Incorporated by reference to Post-Effective Amendment No. 452 to the Trust’s Registration Statement, as filed with the SEC on April 10, 2019.)
|
|
|
(3)
|
Amended Investment Sub-Advisory Agreement dated August 15, 2013, as amended May 20, 2014, July 23, 2015, and February 14, 2017, between DBX Advisors, LLC and Harvest Global Investments Limited. (Filed herein.)
|
|
(e)
|
(1)
|
Distribution Agreement, dated April 16, 2018, between the Registrant and ALPS Distributors, Inc. (Incorporated by reference to Post-Effective Amendment No. 430 to the Trust’s Registration Statement, as filed with the SEC on September 25, 2018.)
|
|
|
(2)
|
Amendment No. 5, dated June 25, 2019, to the Distribution Agreement, dated April 16, 2018, between the Registrant and ALPS Distributors, Inc. (Filed herein.)
|
|
(f)
|
|
Not applicable.
|
|
|
|
|
|
|
(g)
|
(1)
|
Custody Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(2)
|
Amendment, dated as of May 16, 2018, to the Custody Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(3)
|
Amended and Restated Supplement, Hong Kong – China – Stock Connect Service, dated October 18, 2018, to the Global Custody Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(4)
|
Supplement to the Global Custody Agreement, Hong Kong – China – Bond Connect Service, dated May 16, 2019, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(5)
|
Foreign Custody Manager Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(6)
|
Amendment, dated as of May 16, 2018, to the Foreign Custody Manager Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
(h)
|
(1)
|
Fund Administration and Accounting Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(2)
|
Form of Exhibit A and Schedule II, as revised August 15, 2013 to the Fund Administration and Accounting Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Post-Effective Amendment No. 23 to the Trust’s Registration Statement, as filed with the SEC on August 29, 2013.)
|
|
|
(3)
|
First Amendment, dated as of August 30, 2016, to the Fund Administration and Accounting Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(4)
|
Amendment, dated as of May 16, 2018, to the Fund Administration and Accounting Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(5)
|
Amendment, dated as of May 22, 2018, to the Fund Administration and Accounting Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(6)
|
Capital Gains Tax Reporting Service Agreement, dated August 13, 2019, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(7)
|
Transfer Agency and Service Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(8)
|
Amendment, dated as of May 16, 2018, to the Transfer Agency and Services Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Filed herein.)
|
|
|
(9)
|
Form of Authorized Participation Agreement. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(10)
|
Form of Sublicense Agreement between the Registrant and DBX Advisors LLC. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(11)
|
Expense Limitation Agreement (with respect to Xtrackers USD High Yield Corporate Bond – Interest Rate Hedged ETF), effective as of November 14, 2017. (Incorporated by reference to Post-Effective Amendment No. 430 to the Trust’s Registration Statement, as filed with the SEC on September 25, 2018.)
|
|
|
(12)
|
Expense Limitation Agreement, effective as of October 10, 2018. (Incorporated by reference to Post-Effective Amendment No. 443 to the Trust’s Registration Statement, as filed with the SEC on January 25, 2019.)
|
|
|
(13)
|
Expense Limitation Agreement (with respect to Xtrackers International Real Estate ETF), effective as of October 1, 2019. (Filed herein.)
|
|
|
(14)
|
Expense Limitation Agreement (with respect to Xtrackers MSCI All China Equity ETF), effective as of October 1, 2019. (Filed herein.)
|
|
(i)
|
(1)
|
Opinion of Dechert LLP. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
|
(2)
|
Opinion and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 430, as filed with the SEC on September 25, 2018.)
|
|
|
(3)
|
Opinion and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 440, as filed with the SEC on December 21, 2018.)
|
|
|
(4)
|
Opinion and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 446, as filed with the SEC on February 22, 2019.)
|
|
|
(5)
|
Opinion and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 447, as filed with the SEC on March 5, 2019.)
|
|
|
(6)
|
Opinion and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 452, as filed with the SEC on April 10, 2019).
|
|
|
(7)
|
Opinion of Morgan, Lewis & Bockius LLP, relating to shares of the Deutsche X-trackers Harvest CSI 300 China A-Shares ETF (formerly, db X-trackers Harvest China Fund). (Incorporated by reference to Post-Effective Amendment No. 23 to the Trust’s Registration Statement, as filed with the SEC on August 29, 2013.)
|
|
|
(8)
|
Opinion of Morgan, Lewis & Bockius LLP, relating to shares of the Deutsche X-trackers Harvest CSI 500 China A-Shares Small Cap ETF (formerly, db X-trackers Harvest China A-Shares Small Cap Fund). (Incorporated by reference to Post-Effective Amendment No. 79 to the Trust’s Registration Statement, as filed with the SEC on April 7, 2014.)
|
|
|
(9)
|
Opinion of Morgan, Lewis & Bockius LLP, relating to shares of the Deutsche X-trackers MSCI All China Equity ETF (formerly, db X-trackers Harvest MSCI All-China Equity Fund). (Incorporated by reference to Post-Effective Amendment No. 82 to the Trust’s Registration Statement, as filed with the SEC on April 22, 2014.)
|
|
(j)
|
|
Consent of Independent Registered Public Accounting Firm. (Filed herein.)
|
|
(k)
|
|
Not applicable.
|
|
(l)
|
|
Initial Share Purchase Agreement between Registrant and DBX Advisors LLC. (Incorporated by reference to Pre-Effective Amendment No. 2 to the Trust’s Registration Statement, as filed with the SEC on May 11, 2011.)
|
|
(m)
|
|
Not applicable.
|
|
(n)
|
|
Not applicable.
|
|
(o)
|
|
Reserved.
|
|
(p)
|
(1)
|
Code of Ethics of the Registrant, dated May 5, 2019. (Filed herein.)
|
|
|
(2)
|
Code of Ethics – DWS U.S., dated April 12, 2018. (Filed herein.)
|
|
|
(3)
|
Code of Ethics of Harvest Global Investments Limited, dated February 2019. (Filed herein.)
|
|
(q)
|
|
Powers of Attorney of Independent Trustees of the Registrant. (Incorporated by reference to Post-Effective Amendment No. 376 to the Trust’s Registration Statement, as filed with the SEC on December 21, 2016.)
|
|
|
|
|
Item 29. Persons controlled by or Under Common Control
with the Fund.
Not applicable.
Item 30. Indemnification.
Pursuant to Article
IX of the Registrant’s Agreement and Declaration of Trust, the Trust has agreed that no person who is or has been a Trustee,
officer, or employee of the Trust shall be subject to any personal liability whatsoever to any person, other than the Trust or
its Shareholders, in connection with the affairs of the Trust; and all persons shall look solely to the Trust property or property
of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series.
Every note, bond,
contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf
of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or
done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders
shall be personally liable thereon.
All Persons
extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust
property or the Trust property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any
of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
No
person who is or has been a Trustee, officer or employee of the Trust shall be liable to the Trust or to any Shareholder for any
action or failure to act except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his
or her duties involved in the conduct of the individual’s office, and for nothing else, and shall not be liable for errors
of judgment or mistakes of fact or law.
Without limiting
the foregoing limitations of liability, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing
of any officer, employee, investment adviser, sub-adviser, principal underwriter, custodian or other agent of the Trust, nor shall
any Trustee be responsible or liable for the act or omission of any other Trustee (or for the failure to compel in any way any
former or acting Trustee to redress any breach of trust), except in the case of such Trustee’s own willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Item 31. Business and Other Connections of Investment
Manager.
With respect to
each of DBX Advisors LLC and Harvest Global Investments Limited (collectively, the “Advisers”), the response to this
Item will be incorporated by reference to the Advisers’ Uniform Applications for Investment Adviser Registration (“Form
ADV”) on file with the SEC. Each
Adviser’s Form ADV may be obtained,
free of charge, at the SEC’s website at www.adviserinfo.sec.gov.
Item 32. Principal Underwriters.
(a) ALPS Distributors, Inc. acts as the
distributor for the Registrant and the following investment companies: 1WS Credit Income Fund, 1290 Funds, Aberdeen Standard Investments
ETFs, ALPS Series Trust, The Arbitrage Funds, AQR Funds, Axonic Alternative Income Fund, Barings Funds Trust, BBH Trust, Bluerock
Total Income + Real Estate Fund, Brandes Investment Trust, Bridge Builder Trust, Broadstone Real Estate Access Fund, Broadview
Funds Trust, Brown Advisory Funds, Brown Capital Management Mutual Funds, CC Real Estate Income Fund, Centre Funds, CION Ares Diversified
Credit Fund, Columbia ETF Trust, Columbia ETF Trust I, Columbia ETF Trust II, CRM Mutual Fund Trust, CSOP ETF Trust, Cullen Funds
Trust, DBX ETF Trust, Flat Rock Opportunity Fund, Financial Investors Trust, Firsthand Funds, FS Credit Income Fund, FS Energy
Total Return Fund, FS Series Trust, Goehring & Rozencwajg Investment Funds, Goldman Sachs ETF Trust, Griffin Institutional
Access Credit Fund, Griffin Institutional Access Real Estate Fund, Hartford Funds Exchange-Traded Trust, Hartford Funds NextShares
Trust, Harvest Volatility Edge Trust, Heartland Group, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust,
Index IQ ETF Trust, Infusive US Trust, IVY NextShares Trust, James Advantage Funds, Janus Detroit Street Trust, Lattice Strategies
Trust, Litman Gregory Funds Trust, Longleaf Partners Funds Trust, M3Sixty Funds Trust, Mairs & Power Funds Trust, Meridian
Fund, Inc., Natixis ETF Trust, Pax World Series Trust I, Pax World Funds Trust III, Principal Exchange-Traded Funds, Reality Shares
ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Sierra Total Return Fund,
Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust,
Sprott ETF Trust, Stadion Investment Trust, Stone Harbor Investment Funds, Stone Ridge Trust, Stone Ridge Trust II, Stone Ridge
Trust III, Stone Ridge Trust IV, Stone Ridge Trust V, USCF ETF Trust, Wasatch Funds, WesMark Funds, Wilmington Funds and XAI Octagon
Credit Trust.
(b) To the best of Registrant’s knowledge,
the directors and executive officers of ALPS Distributors, Inc., are as follows:
Name*
|
Position with Underwriter
|
Positions with Fund
|
Una Troy
|
Director
|
None
|
Bradley J. Swenson
|
President, Chief Operating Officer, Director
|
None
|
Robert J. Szydlowski
|
Senior Vice President, Chief Technology Officer
|
None
|
Eric T. Parsons
|
Vice President, Controller and Assistant Treasurer
|
None
|
Joseph J. Frank**
|
Secretary
|
None
|
Patrick J. Pedonti **
|
Vice President, Treasurer and Assistant Secretary
|
None
|
Richard C. Noyes
|
Senior Vice President, General Counsel, Assistant Secretary
|
None
|
Steven Price
|
Senior Vice President, Chief Compliance Officer
|
None
|
Liza Orr
|
Vice President, Senior Counsel
|
None
|
Jed Stahl
|
Vice President, Senior Counsel
|
None
|
Josh Eihausen
|
Vice President, Associate Senior Counsel
|
None
|
James Stegall
|
Vice President
|
None
|
Gary Ross
|
Senior Vice President
|
None
|
Kevin Ireland
|
Senior Vice President
|
None
|
Mark Kiniry
|
Senior Vice President
|
None
|
Stephen J. Kyllo
|
Vice President, Deputy Chief Compliance Officer
|
None
|
Hilary Quinn
|
Vice President
|
None
|
Jennifer Craig
|
Assistant Vice President
|
None
|
* Except as otherwise noted, the principal business address for
each of the above directors and executive officers is 1290 Broadway, Suite 1100, Denver, Colorado 80203.
** The principal business address for Messrs. Pedonti and Frank
is 333 W. 11th Street, 5th Floor, Kansas City, Missouri 64105.
Item 33. Location of Accounts and Records.
(a)
The Registrant maintains accounts, books and other documents required by Section 31(a) of the Investment Company Act of
1940, as amended, and the rules thereunder (collectively, “Records”) at its offices at 345 Park Avenue, New York, New
York 10154 and at One International Place, Boston, MA 02110.
(b)
DBX Advisors LLC maintains all Records relating to its services as investment adviser to the Registrant at 345 Park Avenue,
New York, New York 10154.
(c)
Harvest Global Investments Limited maintains all Records relating to its services as sub-adviser to the Registrant at 31/F,
One Exchange Square, 8 Connaught Place, Central, Hong Kong.
(d)
ALPS Distributors, Inc. maintains all Records relating to its services as Distributor of the Registrant at 1290 Broadway,
Suite 1100, Denver, Colorado 80203.
(e)
The Bank of New York Mellon maintains all Records relating to its services as administrator, transfer agent and custodian
of the Registrant at 240 Greenwich Street, New York, New York 10286. In addition, BNY Mellon Investment Servicing (US) Inc. maintains
all Records relating to its function as regulatory administrator of the Registrant at 201 Washington Street, Boston, MA 02108.
Item 34. Management Services.
There are no management related service contracts not
discussed in Part A or Part B.
Item 35. Undertakings.
None.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York and the
State of New York on the 20th day of September, 2019.
DBX ETF TRUST
By: /s/Freddi Klassen
Freddi Klassen
President and Chief Executive Officer
Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment to its Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
SIGNATURE
|
TITLE
|
DATE
|
|
|
|
/s/Stephen R. Byers*
|
|
|
Stephen R. Byers
|
Trustee and Chairman
|
September 20, 2019
|
|
|
|
/s/George O. Elston*
|
|
|
George O. Elston
|
Trustee
|
September 20, 2019
|
|
|
|
/s/Michael Gilligan
|
|
|
Michael Gilligan
|
Trustee, Treasurer, Chief Financial
Officer and Controller
|
September 20, 2019
|
|
|
|
/s/Freddi Klassen
|
|
|
Freddi Klassen
|
President and Chief Executive Officer
|
September 20, 2019
|
|
|
|
/s/J. David Officer*
|
|
|
J. David Officer
|
Trustee
|
September 20, 2019
|
|
|
|
|
|
|
*By: /s/Freddi Klassen
|
|
September 20, 2019
|
Freddi
Klassen (attorney-in-fact)**
|
|
|
|
|
|
|
**
|
Attorney-in-fact pursuant to the powers of attorney that are incorporated herein by reference to Post-Effective Amendment No. 376, as filed on December 21, 2016 to the Registration Statement.
|
DBX ETF TRUST
EXHIBIT INDEX
Ex. Number Description
|
D1
|
Investment Advisory Agreement, dated January 31, 2011, as amended May 24, 2017, between the Trust and DBX Advisors LLC.
|
|
D3
|
Amended Investment Sub-Advisory Agreement dated August 15, 2013, as amended May 20, 2014, July 23, 2015, and February 14, 2017,
between DBX Advisors, LLC and Harvest Global Investments Limited.
|
|
E2
|
Amendment No. 5, dated June 25, 2019, to the Distribution Agreement, dated April 16, 2018, between the Registrant and ALPS
Distributors, Inc.
|
|
G2
|
Amendment, dated as of May 16, 2018, to the Custody Agreement, dated January 31, 2011, between the Registrant and The Bank
of New York Mellon.
|
|
G3
|
Amended and Restated Supplement, Hong Kong – China – Stock Connect Service, dated October 18, 2018, to the Global
Custody Agreement, dated as of January 31, 2011, between the Registrant and The Bank of New York Mellon.
|
|
G4
|
Supplement to the Global Custody Agreement, Hong Kong – China – Bond Connect Service, dated May 16, 2019, between
the Registrant and The Bank of New York Mellon.
|
|
G6
|
Amendment, dated as of May 16, 2018, to the Foreign Custody Manager Agreement, dated January 31, 2011, between the Registrant
and The Bank of New York Mellon.
|
|
H3
|
First Amendment, dated as of August 30, 2016, to the Fund Administration and Accounting Agreement, dated as of January 31,
2011, between the Registrant and The Bank of New York Mellon.
|
|
H4
|
Amendment, dated as of May 16, 2018, to the Fund Administration and Accounting Agreement, dated as of January 31, 2011, between
the Registrant and The Bank of New York Mellon.
|
|
H5
|
Amendment, dated as of May 22, 2018, to the Fund Administration and Accounting Agreement, dated
as of January 31, 2011, between the Registrant and The Bank of New York Mellon.
|
|
H6
|
Capital Gains Tax Reporting Service Agreement, dated August 13, 2019, between the Registrant and The Bank of New York Mellon.
|
|
H8
|
Amendment, dated as of May 16, 2018, to the Transfer Agency and Services Agreement, dated January 31, 2011, between the Registrant
and The Bank of New York Mellon.
|
|
H13
|
Expense Limitation Agreement (with respect to Xtrackers International Real Estate ETF), effective as of October 1, 2019.
|
|
H14
|
Expense Limitation Agreement (with respect to Xtrackers MSCI All China Equity ETF), effective as of October 1, 2019.
|
J
|
|
Consent of Independent Registered Public Accounting Firm.
|
P1
|
|
Code of Ethics of the Registrant, dated May 5, 2019.
|
P2
|
|
Code of Ethics – DWS U.S., dated April 12, 2018.
|
P3
|
|
Code of Ethics of Harvest Global Investments Limited, dated February 2019.
|
11
Exhibit (d)(1)
INVESTMENT ADVISORY AGREEMENT
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.
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:
l. 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-lA (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.
(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 1940
Act) 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.
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 Indemnities
(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 1940 Act) and all controlling persons (as described in Section
15 of the 1933 Act) (collectively, “Adviser
Indemnities”) against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnities 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 Indemnities 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 l 7j-l 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-l 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-l(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-l under the 1940 Act) 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.
(t)
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.
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.
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 3la-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.
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 1940 Act) 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 1940 Act) 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 1940 Act) 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
1940 Act) 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.
The
Adviser will not assign or transfer its rights and obligations under this Agreement. Any assignment (as that term is defined in
the 1940 Act) 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.
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,
345 Park Avenue, New York,
NY 10154, Attention: Fiona
Bassett; (b)
to the Funds at DBX ETF Trust, 345 Park Avenue,
New York, NY 10154, Attention:
Freddi Klassen; 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.
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.
The
headings in the sections of this Agreement are inserted for convenience of reference only and will not constitute a part hereof.
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.
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.
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/Freddi Klassen
Name: Freddi Klassen
Title: President and Chief Executive Officer
DBX ADVISORS LLC
By: /s/Freddi Klassen
Name: Freddi Klassen
Title: Chief Operating Officer
By: /s/Fiona Bassett
Name: Fiona Bassett
Title: Chief Executive Officer
SCHEDULE
A
(as
of February 12, 2019)
ANNUAL
FEE AS A
PERCENTAGE
OF
AVERAGE
|
REAPPROVAL
|
REAPPROVAL
|
DAILY NET
|
DATE
|
DAY**
|
CURRENCY HEDGED FUNDS ASSETS*
|
|
|
Xtrackers MSCI 0.65%
Emerging Markets Hedged Equity ETF
|
N/A
|
February 28th
|
Xtrackers MSCI 0.35%
EAFE Hedged
Equity ETF
|
N/A
|
February 28th
|
Xtrackers
MSCI 0.60%
Brazil Hedged Equity
ETF
|
N/A
|
February 28th
|
Xtrackers MSCI 0.45%
Germany Hedged
Equity ETF
|
N/A
|
February 28th
|
Xtrackers MSCI 0.45%
Japan Hedged Equity
ETF
|
N/A
|
February 28th
|
Xtrackers International Real Estate ETF1 0.12%
|
N/A
|
February 28th
|
Xtrackers MSCI Europe Hedged Equity 0.45% ETF
|
N/A
|
February 28th
|
Xtrackers MSCI United Kingdom Hedged 0.45% Equity ETF
|
N/A
|
February 28th
|
Xtrackers MSCI South Korea Hedged 0.58% Equity ETF
|
N/A
|
February 28th
|
Xtrackers MSCI 0.50%
Mexico Hedged Equity
ETF
|
N/A
|
February 28th
|
Xtrackers MSCI All World ex-US Hedged 0.40% Equity ETF
|
N/A
|
February 28th
|
1
On December
20, 2018, the
Board approved the
following changes to
the Fund: the Fund's
name will change to
the “Xtrackers
International Real Estate
ETF”, and the
Fund will track the
STOXX Developed and Emerging
Markets ex
USA Total Market Real Estate
lndex. In addition, as of February 18,
2019, the effective
date of those changes, the
Fund's unitary management
fee will be reduced to 0.12%.
Xtrackers MSCI Eurozone Hedged Equity ETF
|
0.45%
|
N/A
|
February 28th
|
Xtrackers MSCI EAFE Small Cap Hedged Equity ETF
|
0.45%
|
N/A
|
February 28th
|
EQUITY FUNDS
|
|
|
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF2
|
0.09%
|
N/A
|
February 28th
|
Xtrackers
MSCI Latin America
Pacific Alliance ETF3
|
0.45%
|
N/A
|
February 28th
|
Xtrackers FTSE Developed ex US Comprehensive Factor ETF
|
0.35%
|
N/A
|
February 28th
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
0.50%
|
N/A
|
February 28th
|
Xtrackers Russell 1000 Comprehensive Factor ETF4
|
0.17%
|
N/A
|
February 28th
|
Xtrackers
Russell 2000 Comprehensive Factor ETF
|
0.30%
|
N/A
|
February 28th
|
Xtrackers Germany Equity
ETF5
|
0.09%
|
N/A
|
February 28th
|
Xtrackers Eurozone Equity
ETF6
|
0.09%
|
N/A
|
February 28th
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
0.20%
|
N/A
|
February 28th
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
0.20%
|
N/A
|
February 28th
|
Xtrackers FTSE All World ex US Comprehensive Factor ETF
|
0.35%
|
May 24, 2019
|
May 31st
|
2
On July 17,
2018, the Board
reduced the Fund's
unitary management
fee from 0.15%
to 0.09% of
the Fund's average
daily net assets.
3
On July 17,
2018, the
Board reduced the
Fund's unitary management fee
from 0.55% to 0.45% of
the Fund's average daily net assets.
4
On July 17, 2018,
the Board reduced the Fund's
unitary management fee
from 0.19% to
0.17% of the
Fund's average daily net assets.
5
On July 17,
2018, the Board reduced
the Fund's unitary
management
fee from 0.15%
to 0.09% of
the Fund's average daily
net assets.
6
On July 17,
2018, the Board reduced
the Fund's unitary
management fee from 0.15%
to 0.09% of the
Fund's average daily
net
assets.
Xtrackers FTSE Developed Europe Comprehensive Factor ETF
|
0.30%
|
May 24, 2019
|
May 31st
|
Xtrackers FTSE Japan Comprehensive
|
0.30%
|
May 24, 2019
|
May 31st
|
Factor ETF
|
|
|
|
Xtrackers Managed Downside Volatility
|
0.20%
|
May 24, 2019
|
May 31st
|
All World ETF
|
|
|
|
Xtrackers Managed Downside Volatility
|
0.20%
|
May 24, 2019
|
May 31st
|
Developed International ETF
|
|
|
|
Xtrackers Managed Downside Volatility
|
0.15%
|
May 24, 2019
|
May 31st
|
US Large Cap ETF
|
|
|
|
Xtrackers MSCI Emerging Markets ESG
|
0.20%
|
May 16, 2020
|
May 31st
|
Leaders Equity ETF
|
|
|
|
Xtrackers
MSCI EAFE ESG Leaders Equity
ETF7
|
0.14%
|
November
14, 2019
|
November
30th
|
Xtrackers MSCI ACWI ex USA ESG
|
0.16%
|
May 16, 2020
|
May 31st
|
Leaders Equity ETF
|
|
|
|
Xtrackers Russell 1000 US QARP ETF
|
0.19%
|
November 14, 2019
|
November 30th
|
Xtrackers FTSE All World ex US Quality
|
0.35%
|
November 14, 2019
|
November 30th
|
at a Reasonable Price ETF
|
|
|
|
Xtrackers United Kingdom Equity ETF
|
0.15%
|
November 14, 2019
|
November 30th
|
Xtrackers Indxx Advanced Life Science &
|
0.50%
|
July 17, 2020
|
July 31st
|
Smart Healthcare ETF
|
|
|
|
Xtrackers Indxx New Energy &
|
0.50%
|
July 17, 2020
|
July 31st
|
Environment ETF
|
|
|
|
Xtrackers lndxx Space & Exploration ETF
|
0.50%
|
July 17, 2020
|
July 31st
|
Xtrackers MSCI USA ESG Leaders Equity
|
0.10%
|
February 12, 2021
|
February 28th
|
ETF
|
|
|
|
Xtrackers S&P 500 ESG ETF
|
0.11%
|
February 12, 2021
|
February 28th
|
7
On May 16,
2018, the Board
reduced the Fund's
unitary management fee from
0.20%
to 0.14%
of the Fund's
average daily net
assets.
CHINA FUNDS
|
|
Xtrackers Harvest CSI 300 China A- Shares ETF
|
0.65%
|
N/A
|
February 28th
|
Xtrackers MSCI
All China Equity ETF8
|
0.50%
|
N/A
|
February 28th
|
Xtrackers Harvest CSI 500 China A- Shares Small Cap ETF
|
0.65%
|
N/A
|
February 28th
|
Xtrackers MSCI China A Inclusion Equity ETF9
|
0.60%
|
N/A
|
February 28th
|
FIXED INCOME FUNDS
|
|
|
|
Xtrackers Municipal Infrastructure Revenue Bond ETF10
|
0.15%
|
N/A
|
February
28th
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
0.25%
|
N/A
|
February 28th
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
0.45%
|
N/A
|
February 28th
|
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
0.35%
|
N/A
|
February 28th
|
Xtrackers Barclays International Treasury Bond Hedged ETF
|
0.25%
|
N/A
|
February 28th
|
Xtrackers Barclays International Corporate Bond Hedged ETF
|
0.30%
|
N/A
|
February 28th
|
Xtrackers Barclays International High Yield Bond Hedged ETF
|
0.40%
|
N/A
|
February 28th
|
Xtrackers USD High Yield Corporate BondETF
|
0.20%
|
N/A
|
February 28th
|
Xtrackers iBoxx Emerging Markets Quality Weighted Bond ETF
|
0.35%
|
N/A
|
February 28th
|
8
On July 17,
2018, the Board
reduced the Fund's
unitary management fee
from 0.60% to 0.50%
of the Fund's
average daily net
assets.
9
On May 16,
2018, the Board reduced
the Fund's unitary management
fee to 0.60%
of the Fund's
average daily
net assets, effective
as of June 1,
2018.
10 On
February 12, 2019, the Board reduced
the Fund's unitary
management fee from 0.30% to 0.15%
of the Fund's
average daily net assets.
Xtrackers 0-1 Year Treasury ETF
|
0.12%
|
May 24, 2019
|
May 31st
|
Xtrackers Bloomberg Barclays Global Aggregate Bond ETF
|
0.12%
|
May 24, 2019
|
May 31st
|
Xtrackers iBoxx USD Corporate Yield Plus ETF
|
0.20%
|
May 24, 2019
|
May 31st
|
Xtrackers High Beta High Yield Bond
|
0.35%
|
May 24, 2019
|
May 31st
|
ETF
|
|
|
|
Xtrackers Short Duration High Yield Bond
|
0.20%
|
May 24, 2019
|
May 31st
|
ETF
|
|
|
|
Xtrackers Low Beta High Yield Bond ETF
|
0.25%
|
July 25, 2019
|
July 31st
|
Xtrackers CRT Total Mortgage Bond ETF
|
0.15%
|
February 12, 2021
|
February 28th
|
Xtrackers CRT High Yield Mortgage Bond
|
0.25%
|
February 12, 2021
|
February 28th
|
ETF
|
|
|
|
*
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.
**
References to February 28 refer to February 29 in the
case of a leap year.
Exhibit (d)(3)
INVESTMENT SUB-ADVISORY AGREEMENT
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”). ·
WHEREAS,
DBX ETF Trust, a Delaware statutory trust (the “Trust”), is
registered as an open-end management investment company under the Investment Company Act of
1940, as amended (the “1940
Act”); and
WHEREAS,
the Adviser has entered into an Investment Advisory Agreement dated May 11, 2011, as amended from time to time (the “Advisory
Agreement’’) with the Trust,
pursuant to which the Adviser acts as investment adviser to certain series of the Trust, and provides
certain management services with respect to such series of the Trust; and
WHEREAS,
the Adviser, with the approval of the Trust’s Board
of Trustees, including a majority of the Trustees who are not “interested persons,” as defined in the 1940 Act, desires
to retain the Sub-Adviser to provide investment advisory services in connection with the management of the series of the Trust
listed on Appendix A, as it may be amended from time to
time to add or remove series (each, a “Fund”),
and the Sub-Adviser is willing to render such investment advisory services.
NOW, THEREFORE,
with respect to each Fund, the parties hereto agree as follows:
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1.
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Duties of the Sub-Adviser.
Subject to supervision and oversight by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser shall manage all of
the securities and
other assets of the Fund entrusted to it hereunder
(the “Assets”), including
the purchase, retention and disposition of the Assets, in
accordance with the Fund’s investment objectives,
policies and restrictions as stated in the Fund’s prospectus and statement of additional information, as currently in effect
and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
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(a)
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In the performance of its
duties and obligations under this Agreement, the Sub- Adviser shall act in conformity with the Trust’s constituent documents
and the Prospectus as it relates to the Fund and with the instructions and directions of the Adviser and of the Board of Trustees
of the Trust and will conform to and comply with the requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
“Advisers Act”),
the Securities Act of 1933, the Exchange
Act of 1934, the Commodity Exchange Act, and the respective rules and regulations
thereunder, as
applicable, the Internal Revenue Code of 1986, as amended (the “Code”),
and all other applicable federal,
state, and Chinese laws and regulations, and case law that relate to the services
and relationships described or otherwise contemplated by this Agreement and to the conduct of its business as a registered investment
adviser. With respect to any such instructions
and directions, the Sub-Adviser may request that such instructions
and directions be made in writing.
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(b)
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The Sub-Adviser shall determine the Assets
to be purchased, retained or sold by the Fund and what portion of the Assets will be invested or held uninvested in cash. The Sub-Adviser
will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth
in the Trust’s registration statement and the Fund’s Prospectus or as the Board of Trustees or the Adviser may direct
in writing from time to time,
in conformity with federal securities laws and applicable Chinese laws and regulations. The
Sub-Adviser is authorized to enter into and execute futures clearing and execution "give-up" agreements and master repurchase
agreements in order to carry out its duties under this Agreement. In executing portfolio transactions and selecting brokers or
dealers, the Sub-Adviser will use its best efforts to seek on behalf of the Fund best execution. In
evaluating best execution for any transaction, the Sub-Adviser shall consider all factors that it deems relevant, including
the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker
or dealer, and the reasonableness of the commission, if
any, both for the specific transaction and on a continuing basis. In evaluating
best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any written instructions and
directions of the Adviser or the Board of Trustees, the Sub-Adviser may also consider the brokerage and research services provided
(as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Sub-Adviser is acting in accordance
with any such instructions and directions of the Adviser or the Board of Trustees, the Sub- Adviser is authorized to pay to a broker
or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only
if, the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and
research services provided by such broker
or dealer -- viewed in terms of that particular transaction or in terms of the overall responsibilities
of the Sub-Adviser to the Fund.
In no instance, however, will
the Fund’s Assets knowingly be purchased from or sold by the Sub-Adviser to the Adviser, the Sub-Adviser, any other sub-adviser
of the Trust or other registered investment companies (or
series or portions thereof) that may be deemed to be under common control with the Trust,
the Trust’s principal underwriter, or any affiliated person of either the Trust, the
Adviser, the
Sub-Adviser
or any other sub-adviser of the Trust or other registered investment companies (or series or
portions thereof) that may be deemed to be under common control with the Trust, or
the Trust’s principal underwriter,
acting as principal in the transaction, except to the extent permitted by the U.S.
Securities and Exchange Commission (“SEC”) and the 1940 Act or exemptive rules under
the 1940 Act and approved by the Adviser and the Board of Trustees. The Adviser or its affiliates may,
from time to time, engage other sub-advisers to advise series of the Trust (or portions thereof)
or other registered investment companies (or series or portions thereof) that may be deemed to be under common control with the
Trust (each a “Sub-Advised Fund”). The Sub-Adviser
agrees that it will not consult with any other sub-
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adviser
engaged by the Adviser or its affiliates with respect to transactions in securities or other assets concerning the Fund or another
Sub-Advised Fund.
On
occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other
clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under
no obligation to, aggregate
the securities to be sold
or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In
such event, allocation of securities so sold or purchased,
as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be the most equitable
and consistent with its fiduciary obligations to the Fund and to such other clients.
The
Sub-Adviser may buy securities for the Fund at the same time it is selling such securities for another client account and may sell
securities for the Fund at the time it is buying such securities for another client account. In
such cases, subject to applicable legal and regulatory
requirements,·and
in compliance with such procedures of the Trust as may be in effect from time to time of which the Sub-Adviser is advised in writing,
the Sub-Adviser may effectuate cross transactions between the Fund and such other account if it deems this to be advantageous to
both of the accounts involved.
Notwithstanding
the foregoing, the Sub-Adviser agrees that the Adviser shall have the right by written notice to identify securities that may not
be purchased on behalf of the Fund and/or broker-dealers through or with which portfolio transactions on behalf of the Fund may
not be effected. The Sub-Adviser shall refrain from purchasing such securities for the Fund or directing any portfolio transaction
to any such broker-dealer on behalf of the Fund, unless and until the written approval of the Adviser or the Board of Trustees,
as the case may be, is so obtained.
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(c)
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The Sub-Adviser shall
maintain and keep all books and records with respect to transactions involving the Assets required by subparagraphs
(b)(5), (6), (7), (9),
(10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Adviser shall keep the Adviser informed of
developments materially affecting the Fund or the Trust. The Sub-Adviser shall provide to the Adviser or the Board of
Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard
to its affairs as the Adviser or Board of Trustees may reasonably request.
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The
Sub-Adviser shall maintain and keep the books and records relating to the Assets required to be maintained and kept by the Sub-Adviser
under this Agreement and shall timely furnish to the Adviser all information relating to the Sub-Adviser’s
services under this Agreement needed by the Adviser to keep the other books and records of the Fund required by Rule 31a-1 under
the 1940 Act. The Sub-Adviser shall also furnish to the Adviser any other information relating to the Assets that is required to
be filed by the Adviser or the Trust with the SEC
or
sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the
Adviser or the Trust obtains from the SEC. The Sub-Adviser agrees that all records that it maintains on behalf of the Fund
are the property of the Fund and the Sub-Adviser will surrender promptly to the Fund any of such records upon the
Fund’s request; provided, however, that the Sub-Adviser may retain a copy of such records as are necessary for it to
comply with applicable law. The Sub-Adviser agrees to
permit the Adviser, the Trust’s officers and the Fund’s
independent registered public accounting firm to inspect and
audit such records pertaining to the Fund at reasonable times during regular business hours upon due notice. In
addition, for the duration of this Agreement, the Sub-Adviser shall preserve
for the periods prescribed by Rule 3la-2 under the 1940
Act and Rule 204-2 under the Advisers Act, any such records as are required to be maintained by it pursuant to this
Agreement, and (while it may retain copies thereof as described above) shall transfer said records to any successor
sub-adviser upon the termination of this
Agreement (or, if there is no successor sub-adviser, to
the Adviser). The
Sub- Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents
and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.
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(d)
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The Sub-Adviser will
also make its officers and employees available
to meet with the officers of the Adviser and the Trust’s officers and Trustees on reasonable due notice to review the
investments and investment program of the Fund in the light of current and prospective economic and market
conditions, and
may attend Board meetings via video conference
or other similar means upon reasonable notice. In addition,
the Sub-Adviser shall, on the Sub-Adviser’s own initiative,
and as reasonably requested by the Adviser, for itself and on behalf of
the Trust, furnish to·
the
Adviser from time to
time whatever information
the Adviser reasonably believes appropriate
for this purpose. From time to time as the Board of Trustees of the Trust or the Adviser may reasonably request, the Sub-Adviser
will furnish to the Adviser and Trust’s officers and to each of its Trustees, at the Sub-Adviser’s expense, reports
on portfolio transactions, all in such detail as the Trust or the Adviser may reasonably request. In
addition, the Sub-Adviser shall provide advice and assistance to the Adviser
as to the determination
of the value of securities
held or to be acquired by the Fund for
valuation purposes in accordance with the process described in the Fund’s Prospectus
and valuation procedures of which the Sub-Adviser is advised in writing. The Sub-Adviser will make its officers and employees available
to meet with the officers of the Adviser and the Trust’s officers and Trustees
and provide such information as the Board of Trustees and the Adviser reasonably
believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including
information about the profitability to the Sub-Adviser
of providing advisory services
hereunder.
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(e)
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The
Sub-Adviser
shall provide the Fund’s custodian on each business day with information
relating to all transactions concerning the Fund’s
Assets, including
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the
name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission
and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information
as may be reasonably required.
To the extent necessary, the Sub-Adviser shall also facilitate the sharing of information between
the PRC sub-custodian and the Fund’s custodian. The Sub-Adviser shall also provide the Adviser with such information upon
the written request of the Adviser. The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Trust
may reasonably request in writing in connection with the filings of Form
N-CSR or Form N-Q (or any similar form) by the Fund.
The
parties to this Agreement acknowledge that the arrangements have been made for the safekeeping of any of the Fund’s assets
(and the Fund’s documents of title) with such custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser
of the same. The Sub-Adviser shall not hold, or have custody
of, any asset of the Fund (or the Fund’s documents of title, if
any) on behalf of the Fund or·the
Adviser. The
Adviser has obtained the agreement of the Fund’s custodian and PRC sub-custodian to act in accordance with the Sub-Adviser’s
instructions in connection with the Sub-Adviser’s performance of the Sub-Adviser’
s duties under this Agreement. ·
(f)
In the performance of its duties hereunder, the Sub-Adviser is and shall
be an independent contractor and, except as expressly provided for herein or otherwise expressly
provided or authorized in writing by the Adviser, shall have no authority to act for or represent the Fund or the Trust in any
way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If
any occasion should arise in which the Sub-Adviser gives any advice to its clients
or others concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients or others and
not in any way on behalf of the Fund.
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(g)
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The Sub-Adviser shall promptly notify the Adviser
of any financial condition that is likely to impair the Sub-Adviser’s
ability to fulfill its commitment under
this Agreement.
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(h)
Unless the Adviser or the Board gives written instructions to the contrary,
the Sub-Adviser shall vote proxies solicited by or with respect to issuers of securities held in the
Fund in accordance with the Sub-Adviser’s
proxy voting policies and shall
be responsible for corporate action elections.
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2.
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Duties
of the Adviser. The Adviser shall continue to have responsibility for all services to be
provided to the Fund pursuant to the Advisory Agreement and shall supervise and oversee the Sub-Adviser’s performance of
its duties under this Agreement; provided, however,
that in connection with its management
of the Assets, nothing herein shall be construed to relieve
the Sub-Adviser of responsibility for compliance with the Trust’s constituent documents, the Prospectus, the instructions
and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable laws
and regulations as referenced in Section 1(a) above.
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3.
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Delivery of Documents.
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(a)
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The Adviser has furnished the Sub-Adviser with copies of each of the following
documents:
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(i)
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The Trust’s Declaration of Trust, as
in effect on the date of this Agreement and as amended from time to time (herein called the
“Declaration of Trust”);
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(ii)
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By-Laws of the Trust; and
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(iii)
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Prospectus of the Fund.
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The
Adviser agrees to promptly provide the Sub-Adviser with copies of any changes, amendments, modifications or supplements to the
above documents or any other document relating to the Sub-Adviser’s
services hereunder.
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(b)
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The Sub-Adviser has furnished the Adviser with
copies of each of the following documents, as applicable:
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(i)
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The current annual financial report of the Sub-Adviser’s ultimate
parent;
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(ii)
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An organizational chart showing public companies
and U.S. registered broker-dealers affiliated with the
Sub-Adviser;
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(iii)
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A list of entities that are affiliated persons,
or affiliated persons of affiliated persons of the Sub-Adviser;
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(iv)
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The Sub-Adviser’s Form ADV (prior to or
concurrent with this Agreement becoming effective); and
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(v)
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The Sub-Adviser’s
Code of Ethics adopted
pursuant to Rule 17j-1 under the 1940 Act.
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The
Sub-Adviser agrees to provide the Adviser with copies of any changes, amendments, modifications
or supplements to the above documents.
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4.
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Certain Representations and Warranties of the Sub-Adviser.
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(a)
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The Sub-Adviser represents and warrants that
it is a duly registered investment adviser under the Advisers Act, is a
duly registered investment adviser in any and all states of the United
States in which the Sub-Adviser is required to be so registered
and has obtained all necessary
licenses and approvals in order to perform the services provided in this Agreement. The Sub-Adviser further represents and warrants
that it is duly licensed as a Renminbi Qualified Foreign Institutional Investor ("RQFII"),
has all necessary permits to engage in securities investment-related activities
in Hong Kong and the People’s Republic of China ("PRC"), and
is in good standing with the China Securities Regulatory
Commission ("CSRC"), China’s State Administration of Foreign Exchange ("SAFE"), and the People’s
Bank of China ("PBOC"). The Sub-Adviser covenants to maintain all necessary registrations, licenses and approvals in
effect during the term of this Agreement.
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(b)
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The Sub-Adviser represents that it has read
and understands the Prospectus and warrants that in investing the Fund’s assets it will use
all reasonable efforts to adhere to the Fund’s·
investment objectives, policies and restrictions contained therein.
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(c)
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The Sub-Adviser represents that it will provide
the Fund with any amendments to its Code of Ethics and any certifications required by Rule 17j-1 under the 1940 Act. The Sub-Adviser
represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information
by the Sub-Adviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988.
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(d)
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The Sub-Adviser represents and warrants that
it will maintain written policies and procedures that are reasonably designed to prevent violation of Federal Securities Laws as
defined in Rule 38a-1 under the 1940 Act and that are otherwise in compliance with Rule 206(4)-7 under the Advisers Act. The Sub-Adviser
agrees to provide the Fund and the Adviser, from time to time, with copies of such policies and procedures, summaries thereof and
certifications with respect thereto. The Sub-Adviser agrees to cooperate with the Fund’s Chief Compliance Officer in providing
information to fulfill the requirements of Rule 38a-1 under the 1940 Act as interpreted
by the SEC or the Board of Trustees.
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(a)
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The Sub-Adviser agrees that it shall promptly
notify the Adviser and the Trust: (i) in the event that
the SEC or any Chinese or other regulatory authority has
censured its activities,
functions or operations; suspended or revoked its registration as
an investment adviser; placed any restrictions on, suspended
or revoked its RQFII license or other comparable license;
or has commenced proceedings or an investigation that may result in any of these actions;
(ii) of the occurrence of any event that could disqualify
the Sub-Adviser from serving as an
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investment
adviser pursuant to Section 9 of the 1940 Act; (iii) in the event that there is a change in the Sub-Adviser,
financial or otherwise, that adversely affects its ability to perform services under this Agreement;
or (iv) upon having a reasonable basis for believing that, as
a result of the Sub-Adviser’s investing the Fund’s assets,
the Fund’s investment portfolio has ceased to adhere to the Fund’s investment objectives,
policies or restrictions as stated in the Prospectus or is otherwise in violation of applicable law.
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(b)
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The Adviser agrees that it (to the extent
not prohibited by applicable law or regulation) shall promptly notify the Sub-Adviser in the event that the SEC has censured the
Adviser or the Trust; placed
limitations upon any of their activities, functions or
operations; suspended or revoked the Adviser’s registration as an investment
adviser; or
has commenced proceedings or an investigation that may result in any of these actions.
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(c)
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The Sub-Adviser shall (to the extent not prohibited
by applicable law or regulation) immediately forward, upon receipt, to the Adviser any correspondence from the SEC or any Chinese
or other regulatory authority, including, but not limited to, the
CSRC, SAFE, and
PBOC, that relates to the Fund or the Adviser generally, including
SEC inspection reports, or the Sub-Adviser’s ability to provide investment advisory services to the Fund as contemplated
herein and in the Fund’s
Prospectus.
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(d)
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The Trust and the Adviser shall be given access
to any and all records or other documents of the Sub-Adviser
at reasonable times solely for the purpose of monitoring compliance with the terms of this Agreement and the rules and regulations
applicable to the Sub-Adviser relating to its providing
investment advisory services to the Fund, including without limitation records relating to trading by employees of the Sub-Adviser
for their own accounts and on behalf of other clients. The Sub-Adviser agrees to promptly cooperate with the Trust and the Adviser
and their representatives in connection with requests for such records or other documents.
In connection
with such cooperation as it relates to records relating to trading by employees,
the Sub-Adviser shall disclose (i) any and all violations of
the Sub-Adviser’s
code of ethics by associated persons of the Sub- Adviser,
(ii) the function of such person(s), and (iii) such person(s) involvement (if any) in the provision
of services by the Sub-Adviser to the Fund pursuant to this Agreement. The parties acknowledge
that the Sub-Adviser has obligations of confidentiality with respect to its clients and employees
and nothing in this Agreement shall require the Sub-Adviser
to act in violation or contravention thereof.
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6.
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Compensation to the Sub-Adviser.
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(a)
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In consideration
of services rendered pursuant to this agreement, the Adviser will pay to the Sub-Adviser a fee at the annual rate set forth on
Appendix A hereto.
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(b)
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For purposes of this Section 6 and Appendix A, the value of net assets
of the Fund shall be computed as required by the 1940 Act and in accordance with any procedures approved by the Board of Trustees
for the computation of the value of the net assets of the Fund in connection with the determination of net asset value of its shares.
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7.
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Expenses.
The Sub-Adviser shall bear all expenses (excluding brokerage costs, custodian fees, auditors
fees or other expenses of the Fund to be borne by the Fund or the Trust) in connection with the performance of its services under
this Agreement. The
Fund will bear certain other expenses to be incurred in its operation, including, but
not limited to, investment advisory fees, sub-advisory fees (other than sub-advisory
fees paid pursuant to this Agreement) and administration fees; fees for necessary professional and brokerage services to the Fund;
costs relating to local administration of securities; fees
for any pricing service; the costs of the Fund’s regulatory compliance (other than costs primarily relating to the Adviser’s
or Sub-Adviser’s regulatory compliance); and the
Fund’s pro rata costs associated with maintaining
the Trust’s
legal existence and shareholder relations. All other Fund operating expenses not specifically
assumed by the Sub-Adviser hereunder or by the Adviser are borne by the Fund or the Trust.
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8.
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Standard
of Care and Liability of Sub-Adviser. The Sub-Adviser will not be liable for any loss sustained
by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment policy or the purchase,
sale, or retention of any security;
but nothing herein contained will be construed to protect the Sub-Adviser against any liability
to the Adviser, the
Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal,
state or Chinese law, rule or regulation or any investment policy or restriction set forth
in the Fund’s
Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the
Adviser or (b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in
the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement (such
conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”).
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9.
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Disclosure Regarding the Sub-Adviser.
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(a)
|
The Sub-Adviser
has reviewed the disclosure about the Sub-Adviser contained in the Trust’s
registration statement, prospectus and supplements thereto
and represents and warrants that,
with respect to such disclosure about the Sub- Adviser or information related,
directly or indirectly, to the Sub-Adviser, such documents contain, as of the date hereof,
no untrue statement of any material fact and do not omit any statement of a material fact which is required to be stated therein
or necessary to make the statements contained therein not misleading.
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(b)
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The Sub-Adviser agrees to notify the Adviser
and the Trust promptly of: (i) any statement about the Sub-Adviser contained in
the Trust’s registration statement, prospectus or supplements thereto that becomes untrue in any material respect,
(ii) any omission of a material fact about the Sub-Adviser in such documents which is required
to be stated therein or necessary to make the statements contained therein
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not
misleading, or (iii) any reorganization or change in the
Sub-Adviser, including any change in its ownership or key
employees, including portfolio managers.
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10.
|
Insurance. The Sub-Adviser shall maintain
for the duration hereof, with an insurer acceptable to the Adviser, a fidelity bond and professional liability or errors
and omissions insurance in an amount or amounts sufficient to
meet its obligations to its clients, including the Fund.
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11.
|
Duration and Termination.
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(a)
|
This Agreement shall become effective on the
date first above written, provided that this Agreement will not take effect unless it has first been approved: (i)
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 of
two years from the
date listed on Appendix A, subject thereafter to be continued in force
and effect from year to year 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 1940 Act) 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.
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(b)
|
This
Agreement shall automatically terminate
in the event of its assignment (as defined in the 1940 Act) or
in the event of the termination or assignment of the Advisory Agreement. In addition, the Adviser
has the right to terminate this Agreement immediately upon
written notice if the Sub-Adviser becomes statutorily disqualified from performing its duties
under this Agreement or otherwise is legally prohibited from operating as an investment adviser.
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(c)
|
If a party breaches this Agreement in
any material respect (with respect to any Fund)
which is not cured within thirty (30) days of the other party giving it written notice of such breach, the other party may effect
termination of this Agreement (with respect to such
Fund) on written notice to
the defaulting party.
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(d)
|
This Agreement (with respect to such Fund)
may be terminated at any time, without the payment by the Fund of any
penalty, by
the Board of Trustees of the Trust,
or by vote of a majority of
the outstanding voting securities of
the Fund, or by the Adviser as follows: any Fund
may effect termination
of this Agreement by action of the Board of Trustees of
the Trust or by 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.
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|
(e)
|
The Sub-Adviser may terminate this Agreement
upon one year’s written notice to the Adviser.
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(f)
|
The termination of this Agreement shall
be without prejudice to accrued rights and liabilities and
any provisions expressed to
survive the termination hereof. In
|
particular,
termination of this Agreement shall not affect the right of the Sub- Adviser to receive payments on any unpaid balance of the compensation
described in Section 6 earned prior to such termination.
|
(g)
|
The termination of this Agreement shall be
without prejudice to the completion of transactions already initiated by the Sub-Adviser. Prior to the termination date,
the Sub-Adviser will use its reasonable efforts to oversee the settlement and delivery of all outstanding
transactions at the time of such termination by either party and cooperate fully with the Adviser to ensure the orderly liquidation
or other transition of the Fund’s assets.
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(h)
|
Upon termination of this Agreement,
the Sub-Adviser shall be obliged
to deliver forthwith to the Adviser, or to the successor investment manager as may
be appointed, all documents and certified copies or other properties of the Fund held by it
hereunder.
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(i)
|
In: the
event of any inconsistency between the termination provisions of this Agreement and the applicable Chinese laws and regulations,
the applicable Chinese laws and regulations shall prevail;
provided, however, that nothing herein shall be construed as being inconsistent with the 1940
Act. In any case, the Sub- Adviser shall not be obliged to transfer its quota (even to the extent possible by applicable Chinese
laws and regulations) to the Fund or any other parties subsequent to termination of this Agreement
|
|
(j)
|
The termination of this Agreement will not impact the effectiveness
of any other sub-advisory agreement between the parties.
|
|
12.
|
Confidentiality.
Each party agrees that it shall hold in strict confidence all data and information obtained
from the other party hereto or the Fund (unless such information is or becomes readily ascertainable from public or published information
or trade sources other than through a breach of this confidentiality clause) other than in relation to its affiliates and any other
party performing functions for the Fund and such party shall ensure that its officers,
employees and authorized representatives do not disclose such information to others without
the prior written consent of the party from whom it was obtained,
unless such disclosure is required by a court with competent jurisdiction, the SEC,
other regulatory or official body with applicable
jurisdiction,
or the Fund’s
independent registered public accounting firm, or in the opinion of such party’s
counsel, applicable law, and then only with as much prior written notice to the other party as is reasonably practicable under
the circumstances.
|
|
(a)
|
The Sub-Adviser acknowledges and agrees that
the name DBX ETF Trust and Deutsche X-trackers (whether used by itself or in combination with other words), and abbreviations or
logos associated with that name,
are the valuable property of the Adviser and its affiliates; that the Trust,
the Adviser and their affiliates have the right to use such name,
abbreviations and logos;
and that the Sub-Adviser
|
shall
use the names DBX ETF Trust and Deutsche X-trackers, and associated abbreviations and logos,
only in connection with the Sub-Adviser’s performance of its duties hereunder. Further,
in any communication with the public and in any marketing communications of any sort, the Sub-Adviser
agrees to obtain prior written approval from the Adviser
before using or referring to DBX ETF Trust and Deutsche X-trackers, the Fund name, or any abbreviations or logos associated with
those names; provided
that nothing herein shall be deemed to prohibit the Sub-Adviser
from referring to the performance of the Fund in the Sub-Adviser’s marketing material as long as such marketing material
does not constitute “sales literature” or “advertising” for
the Fund, as those terms are used in the rules, regulations and guidelines of the SEC and FINRA.
|
(b)
|
The Adviser acknowledges and agrees that the
name Harvest (whether used by itself or in combination with other words), and abbreviations or logos associated with that name,
are the valuable property of the Sub-Adviser and its affiliates; that the Trust, the Adviser and their affiliates have the right
to use such name, abbreviations and logos;
and that the Adviser shall use the name Harvest, and associated abbreviations and logos, only
in connection with the Sub-Adviser’s performance of its duties hereunder.
|
|
(c)
|
The Fund will be co-branded
with the respective names of Adviser and Sub- Adviser as specified and agreed by the parties from time to time.
|
|
(a)
|
The Sub-Adviser agrees to indemnify and hold
harmless the Adviser and the Trust against any losses,
expenses, claims,
damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser
or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or
any wrongful action by the Sub-Adviser;
provided, however, that the Sub-Adviser shall not be liable under this Section 14(a) in respect of
any loss, expense, claim,
damage or liability to the extent that a court having jurisdiction shall have determined by
a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be,
shall have concluded in a written opinion, that such loss, expense,
claim, damage or liability resulted primarily from the Adviser’s or the Trust’s
willful misfeasance, bad
faith or gross negligence
or by reason of the reckless disregard by the Adviser or
the Trust of its duties.
The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may
have at common law or otherwise. The Sub-Adviser’s agreements in this
Section 14(a) shall, upon
the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser
or the Trust, be controlled by the Adviser or the Trust,
or be under common control with
the Adviser or the Trust and their affiliates,
trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 14(a)
shall also extend to any
of the Trust’s, Fund’s,
and Adviser’s
|
successors
or the successors of the aforementioned affiliates, trustees, officers, employees or agents.
|
(b)
|
The Adviser agrees to indemnify
and hold harmless the Sub-Adviser against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect
thereof) to which the Sub-Adviser may become subject arising out of or based on the breach by the Adviser of any provisions of
this Agreement or the Advisory Agreement, or any wrongful action by the Adviser or its affiliates in the distribution of the Trust’s
shares, or any wrongful action by the Trust other than wrongful action that was caused by the breach by the Sub-Adviser of the
provisions of this Agreement; provided;
however,
that the Adviser shall not be liable under this Section 14(b) in respect
of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final
judgment, or independent counsel agreed upon by the Adviser and the Sub- Adviser shall have concluded in a written opinion,
that such loss, expense, claim, damage or liability resulted primarily from the
Sub-Adviser’s
Disqualifying Conduct. The foregoing indemnification shall be in addition
to any rights that the Sub-Adviser may have at common law or otherwise. The Adviser’s agreements i·n
this Section 14(b) shall, upon the same terms and conditions, extend to
and inure to the benefit of each person who may be deemed to control the Sub- Adviser,
be controlled by the Sub-Adviser or be under common control with the Sub-Adviser
and to each of the Sub-Adviser’s and each such person’s respective affiliates, trustees, officers,
employees and agents. The Adviser’s agreements in this Section 14(b)
shall also extend to any of the Sub-Adviser’s successors or the successors of the aforementioned affiliates, trustees,
officers, employees or agents.
|
|
(c)
|
Promptly after receipt
by a party indemnified under Section 14(a) or 14(b) of notice of the commencement of
any action, proceeding,
or investigation for which indemnification will be
sought (a “Proceeding”),such indemnified party shall promptly notify the indemnifying
party in writing;
but the omission so to notify the indemnifying party shall not relieve it
from any liability which it may otherwise have to any indemnified party unless such omission results in actual material prejudice
to the indemnifying party. In case any Proceeding shall be brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate in and, individually or jointly with
any other indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of its
election to assume the defense of any Proceeding, the indemnifying party shall not be liable to the indemnified party for any legal
or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than
reasonable costs of investigation. Notwithstanding
the indemnifying party’s election to appoint counsel to represent the indemnified
party in any Proceeding,
the indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of
|
counsel
chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such Proceeding include both the indemnified party and the indemnifying
party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified
party within a reasonable time after notice of the institution of such Proceeding or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the indemnifying party. If
the indemnifying party does not elect to assume the defense of any action or proceeding, the indemnifying
party on a monthly basis shall reimburse the indemnified party for the reasonable legal fees and other costs of defense thereof.
Regardless of whether or not the indemnifying party shall have assumed the defense of any Proceeding, the indemnified party shall
not settle or compromise the Proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably
withheld, and the indemnifying party shall not settle or compromise any Proceeding without the prior written consent of the indemnified
party, which shall not be unreasonably withheld.
|
15.
|
Trust 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 assumed by the Trust pursuant to this Agreement will be limited in all cases to the Trust and its assets, and
if the liability relates to one series, the obligations hereunder will be limited to the respective assets of that series. 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, nor from the Trustees or any individual Trust of the Trust·.
|
|
16.
|
Governing Law. This Agreement shall
be governed by the internal laws of the State of New York, without regard to conflict of law principles; provided, however, that
nothing herein shall be construed as being inconsistent with the 1940 Act. Any litigation arising out of or connected in any way
to this Agreement will take place in the Supreme Court of the State of New York, sitting in New York County, the courts of the
United States of America for the Southern District of New York, and appellate courts from any thereof
|
|
17.
|
Severability. Should
any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall
not be affected
thereby. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors.
|
|
18.
|
Notice. Any
notice, advice or report to be given pursuant to this Agreement shall be deemed sufficient if delivered, e-mailed or mailed by
registered, certified or overnight mail,
postage prepaid addressed by the party giving notice to
the other party at the last address mushed by the other party:
|
To the Adviser:
DBX
Advisors LLC
345 Park Avenue New York,
NY 10154
Attn:
Chief Executive Officer dbx.advisors@list.db.com
To the Sub-Adviser at:
Chief Executive Officer
Harvest Global Investments Limited
31/F, One Exchange
Square, 8 Connaught Place, Central, Hong Kong
JamesSun@hk.jsfund.cn
with a copy to the
Legal Department: HGILegalandCompliance@hk.jsfund.cn
19.
Questions of 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 shall 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, orders
or interpretations of the SEC issued pursuant to the 1940 Act or by any written guidance or no-action relief issued or granted
by the staff of the SEC. Specifically,
the terms "vote of a majority of the outstanding voting securities,"
"interested person,"
"control,"
"assignment"
and "affiliated
person," as
used in this Agreement, shall have the ‘ meanings
assigned to them by Section 2(a) of the 1940 Act and such interpretations thereof. In addition,
where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement
is modified or interpreted by
any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative
releases of, the SEC thereunder or by any written guidance
or no-action relief issued or granted by the staff of the SEC, such provision shall be deemed to incorporate
the effect of such order,
rule, regulation
or interpretative release. ·
20.
Entire Agreement; Amendment. This
Agreement states the entire agreement of the parties hereto
with respect
to the subject matter hereof, and
is intended to be the complete and exclusive statement of the terms hereof.
It may not be added to or
changed orally, and may not be modified or rescinded or supplemented,
except by a writing
signed by the parties hereto and in accordance with the 1940 Act
or pursuant to applicable orders or interpretations of the SEC or the staff of the SEC.
21.
Miscellaneous. This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute
only one instrument.
22.
Anti-Money Laundering. The
Adviser agrees to provide the Sub-Adviser with any documentation that it may reasonably require in
order to comply with all applicable anti-money laundering regulation, including but not
limited to that of the United States. Pursuant to Section 12 of the Agreement, the Adviser
agrees that the Sub-Adviser may provide copies of such documentation to counterparties which they may reasonably require in order
to fulfill their anti- money laundering procedures.
23.
Reporting. The
Adviser, as a professional investor within the meaning
of the provisions of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong), acknowledges and expressly consents
that the Sub-Adviser shall not be obligated to provide to the Adviser any contract notes, statements of account or
receipts (as the case may be) in accordance
the Securities and Futures (Contract Notes, Statements
of Account and Receipts) Rules. This provision does not, and
shall not be interpreted to, limit the Sub-Adviser’s
obligation to provide the Adviser with any such information concerning the Sub-Adviser’s provision of services hereunder
as the Adviser may deem necessary, or any of the Adviser’s
rights described hereunder.”
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers designated below as of the day and year
first written above.
DBX ADVISORS LLC
|
DBX ADVISORS LLC
|
|
|
By: /s/
Fiona Basset
|
By: /s/
Freddi Klassen
|
Name: Fiona Bassett
|
Name: Freddi Klassen
|
Title: Chief Executive Officer
|
Title: Chief Operating Officer
|
|
|
HARVEST GLOBAL INVESTMENTS LIMITED
|
|
|
By: /s/
James Sun
|
/s/ Kerry Chow
|
Name: James Sun
|
Kerry Chow
|
Title: Chief Executive Officer
|
Chief Operating Officer
|
Appendix
A
Sub-Advisory
Fee Schedule as of August 3, 2015
18
Exhibit (e)(2)
AMENDMENT 5
This amendment (the
“Amendment”) between the parties signing below (“Parties”') amends the Existing Agreement
as of June 25 2019:
Term
|
Means
|
“Existing Agreement”
|
The Distribution Agreement between ALPS and the Fund dated April 16, 2018, as amended
|
“ALPS”
|
ALPS Distributors, Inc.
|
“Fund”
|
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.
IN WITNESS WHEREOF,
the Parties have caused this Amendment to be executed by their duly authorized representatives.
DBX ETF TRUST
|
ALPS Distributors, Inc.
|
|
|
By: /s/Freddi Klassen
|
By:
/s/Steven B. Price
|
Name: Freddi Klassen
Title: President
|
Name: Steven
B. Price
Title: SVP &
Director of Distribution Services
|
Schedule A to this Amendment
Effective as of June 25, 2019, the Existing Agreement
is amended as follows:
1.
. Appendix A entitled ·' List of Portfolios"
is deleted and replaced with the following Appendix A entitled
·'List of Portfolios'':
APPENDIX
A
LIST OF PORTFOLIOS
Name
|
Ticker
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
DBEM
|
Xtrackers MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers MSCI All China Equity ETF
|
CN
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers Eurozone Equity ETF
|
EURZ
|
Xtrackers MSCI China A Inclusion Equity ETF
|
ASHX
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
PACA
|
Xtrackers Russell 1000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers FTSE Developed Ex US Comprehensive Factor ETF
|
DEEF
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
DEMG
|
Xtrackers Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackers Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers Short Duration High Yield Corporate Bond ETF
|
SYHL
|
Xtrackers High Beta High Yield Bond ETF
|
HYUP
|
Xtrackers Low Beta High Yield Bond ETF
|
HYDW
|
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF
|
QARP
|
Xtrackers MSCI EAFE ESG Leaders Equity ETF
|
EASG
|
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF
|
EMSG
|
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF
|
ACSG
|
Xtrackers lndxx Advanced Life Sciences & Smart Healthcare ETF
|
ELXR
|
Xtrackers lndxx New Energy & Environment ETF
|
JOLT
|
Xtrackers lndxx Space & Exploration ETF
|
GLXY
|
Xtrackers S&P 500 ESG ETF
|
SNPE
|
Xtrackers MSCI USA ESG Leaders Equity ETF
|
USSG
|
Xtrackers CRT Total Mortgage Bond ETF
|
|
Xtrackers CRT High Yield Mortgage Bond ETF
|
|
Xtrackers International Real Estate ETF
|
HAUZ
|
Xtrackers FTSE All World ex US Quality at a Reasonable Price ETF
|
|
Schedule B to this
Amendment General Terms
1. Capitalized
terms not defined herein shall have the meanings given to them in the Existing Agreement.
|
2.
|
The Amendment shall not be modified, supplemented,
amended or interpreted in accordance with, any industry custom or practice, or any internal policies or procedures of any Party.
This Amendment (including any attachments, schedules and addenda hereto), along with
the Existing Agreement, as amended. contains the entire agreement of the Parties and
thus governs the Parties' duties and obligations with respect to the subject matter hereof and supersedes all previous communications,
representations, understandings and agreements, either oral or written, between the Parties with respect thereto.
|
|
3.
|
This Amendment may be executed in counterparts,
each of which when so executed will be deemed to be an original. Such counterparts together will constitute one agreement. Signatures
may be exchanged via facsimile or electronic mail and signatures so exchanged shall
be binding to the same extent as if original signatures
were exchanged.
|
|
4.
|
This Amendment and any dispute or claim arising
out of or in connection with it, its subject matter or its
formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws
of the same jurisdiction as the Existing Agreement.
|
3 of 3
Exhibit (g)(2)
AMENDMENT
TO CUSTODY AGREEMENT
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”).
WHEREAS, the parties wish to amend the Agreement
as set forth below:
NOW THEREFORE,
in consideration of the mutual agreements herein contained, the parties agree as follows:
1. Exhibit
A is replaced in its entirety with the attached Exhibit A dated as of the date of this amendment.
2. Except
as specifically amended hereby, all other terms and conditions of the Agreement shall
remain in full force and effect.
3. This
Amendment may be executed in multiple counterparts, which together shall constitute one instrument.
IN
WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized
officers and their seals to be hereunto affixed, all as of the day and year first above written.
By: /s/Freddi Klassen
on behalf of the Trust and each portfolio/series
identified
on Exhibit A
attached hereto
Name: Freddi Klassen
Title: CEO & President
THE BANK OF NEW YORK MELLON
By: /s/Thomas Porrazzo
Name: Thomas Porrazzo
Managing Director
EXHIBIT
A
List of Funds/Portfolios
Xtrackers MSCI Emerging Markets
Hedged Equity ETF
|
DBEM
|
Xtrackers
MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers
MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers
MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers
MSCI United Kingdom Hedged Equity ETF
|
DBUK
|
Xtrackers
MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers
MSCI Asia Pacific ex Japan Hedged Equity ETF
|
DBAP
|
Xtrackers
Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers
MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers
MSCI All China Equity ETF
|
CN
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers
Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers
Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers
High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtrackers
MSC! Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers
MSCI AH World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers
Eurozone Equity ETF
|
EURZ
|
Xtrackers
Germany Equity ETF
|
GRMY
|
Xtrackers
CSI 300 China A-Shares Hedged Equity ETF
|
ASHX
|
Xtrackers
FTSE Developed ex US Comprehensive Factor ETF
|
DEEF
|
Xtrackers
Russell 1000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers
FTSE Emerging Comprehensive Factor ETF
|
DEMG
|
Xtrackers
Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers
Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers
Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackers
Barclays International High Yield Bond Hedged ETF
|
IHIY
|
Xtrackers
USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers
iBOXX Emerging Markets Quality Weighted Bond ETF
|
EMBQ
|
Xtrackers
Low Beta High Yield Bond
|
HYDW
|
Xtrackers High Beta High Yield Bond
|
HYUP
|
Xtrackers Managed Downside Volatility US Large Cap ETF
|
AMDV
|
Xtrackers
Managed Downside Volatility Developed International ETF
|
EFDV
|
Xtrackers
Managed Downside Volatility All World ETF
|
AWDV
|
Xtrackers
FTSE Developed Europe Comprehensive Factor ETF
|
DEEU
|
Xtrackers
FTSE Japan Comprehensive Factor ETF
|
DEJP
|
Xtrackers
FTSE All World ex US Comprehensive Factor ETF
|
DEAW
|
Xtrackers
Bloomberg Barclays Global Aggregate Bond ETF
|
ALLB
|
Xtrackers
iBOXX USD Corporate Yield Plus ETF
|
YLDP
|
Xtrackers
Short Duration High Yield Bond ETF
|
SHYL
|
Xtrackers
0-1 Year Treasury ETF
|
TBLL
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
|
PACA
|
Xtrackers
MSCI EAFE ESG Leaders Equity ETF
|
EASG
|
Xtrackers
Russell 1000 US QARP ETF
|
QARP
|
Xtrackers
FTSE All World ex US Quality at a Reasonable Price ETF
|
TBD
|
Xtrackers
United Kingdom Equity ETF
|
BRIT
|
Xtrackers
MSCI ACWI ex USA ESG Leaders Equity ETF
|
ACSG
|
Xtrackers
MSCI Emerging Markets ESG Leaders Equity ETF
|
EMSG
|
Exhibit (g)(3)
AMENDED
AND RESTATED SUPPLEMENT TO THE GLOBAL CUSTODY AGREEMENT
HONG KONG - CHINA - STOCK CONNECT SERVICE
|
Date: October 18, 2018
To: The Bank of New York Mellon
Re: Hong Kong - China - Stock Connect Service
|
Reference is made to the global custody agreement entered into between DBX ETF Trust (Client) and The Bank of New York
Mellon as custodian (BNYM) dated January 31, 2011, as amended or supplemented from time to time (CA). This letter
(Letter) serves as a supplement to the CA and applies to all portfolios of Client listed on Appendix A to this Letter
(each a Portfolio). This Letter terminates and supersedes the former Supplement to the Global Custody Agreement Hong
Kong-China-Stock Connect Service between the parties dated March 26, 2018.
|
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.
|
Where used in this Letter, the term China Connect Market System has the meaning given to it
in the Rules of the SEHK and the terms China Connect Market, China Connect Market Operator and China Connect
Clearing Participant have the meanings given to them in the General Rules of the Central Clearing and Settlement Service
established and operated by HKSCC (CCASS), as may be amended from time to time.
|
Client has indicated that it wishes to utilise the China Connect Service with respect to each Portfolio and this Letter sets out the terms and conditions upon which BNYM supports and provides access to Connect.
|
(a) In respect of the China Connect Securities, BNYM will (and is authorised to):
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(i)
|
as required by BNYM or as agreed and instructed, either establish, maintain and operate a segregated
account/sub-account for a particular Portfolio or maintain the China Connect Securities applicable to the Portfolio as part
of such Portfolio' s existing and non-segregated account set up, in each case in accordance with the CA and on BNYM' s books
and records (each a BNYM China Connect Account/Record); and (ii) at BNYM's appointed subcustodian, the Hong Kong and
Shanghai Banking Corporation Limited (Subcustodian), direct the establishment and maintenance in the books and records
of the Subcustodian of an account for each separate Portfolio for the deposit, custody and safekeeping of such securities
(each a China Connect Account).
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Client
acknowledges and agrees that in respect of the China
Connect Securities and
Connect, the Subcustodian and its clearing affiliate is a participant with HKSCC and each
Portfolio is opting to
utilise the Special Segregated Account (SPSA)
offering available at
HKSCC through the Subcustodian for multiple broker appointment and dealing in China
Connect Securities. An
SPSA account will be established and maintained with
HKSCC with respect to
each separate
Portfolio using the applicable
identity and i.d. code
and Client shall
provide all information
as is
reasonably required to open and
maintain the same.
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Client is referred to the matters in paragraphs (i) and G) below regarding HKSCC and its account with China Connect Clearing House.
|
(b)
|
In accordance with the requirements of the China Connect Service for trades of
China Connect Securities to be on market, Client agrees and undertakes to ensure that all transfers of China Connect Securities
into or out of a relevant SPSA account/China Connect Account that it instructs BNYM to effect: (i) will not, unless permitted
by the China Securities Regulatory Commission (CSRC), be in relation to the trading of China Connect Securities other
than through the relevant China Connect Market System; and/or (ii) will only be made on a "no change of beneficial ownership"
basis (excepting as noted in paragraph (e) below).
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(c)
|
Client instructions issued to BNYM for trades of China Connect Securities through Connect (Instructions)
must be in the China Connect Service format required by BNYM (as specified in the BNYM service level description (Service
Level Description) from time to time) that enables the special process detailed in the Service Level Description and such
Instructions must be received by BNYM by the BNYM deadline (as specified in the Service Level Description from time to time).
Client shall be responsible for all trade instructions issued to its broker engaged for trades in China Connect Securities
and for the service as provided by BNYM under this Letter, Client is engaging its own broker or brokers (Broker which
term will include HSBC Broker and any Designated Connect Broker unless otherwise specified) for Connect. BNYM is not party
to any brokerage arrangement or agreement entered into between Client and any Broker and takes no responsibility for such
brokerage services. Where Client engages any of Hong Kong and Shanghai Banking Corporation Limited and its broker affiliate
company, HSBC Securities Brokers (Asia) Limited (HSBC Broker) or such other brokers as it may from time to time include
in its SPSA "Plus" service (any such other broker being a Designated Connect Broker), the special terms outlined
in paragraph (e) (ii) below will apply. Client must ensure that Instructions it provides to BNYM are correct and at all times
consistent with the trading instructions it issues to a Broker. Client acknowledges and agrees that, prior to issuing trading
instructions, it must ensure each applicable Portfolio has: (i) sufficient Yuan Renminbi - CNH or, as the case may be, US
Dollars-USD or Hong Kong Dollars-HKD, for a purchase of China Connect Securities in its Cash Account (as defined below); and/or
(ii) sufficient China Connect Securities for a sale of China Connect Securities in its BNYM China Connect Account/Record and
corresponding SPSA account/China Connect Account.
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(d)
|
Client shall provide such information as may be required for Connect, including the particulars of its appointed Brokers from
time to time and Client authorises BNYM to
|
|
disclose
such details to the Subcustodian. Client acknowledges and agrees that the pre trade checking procedure
ofSEHK will be carried out against the relevant SPSA account(s) and balances of securities must be
satisfactory for this procedure and for Client'
s
executing Brokers (and Client is responsible for ensuring sufficient China Connect Securities for a
sale as noted in paragraph (c) above).
Client
further authorises the performance of all acts and taking of all actions (such acts and actions described
in this paragraph (d),
the
Settlement Tasks) which either of BNYM or the Subcustodian
considers in its discretion necessary for completing the settlement of trades of China Connect Securities.
Settlement Tasks shall include but are not limited to generating settlement instructions in respect
of the trades and effecting the transfer of the relevant China Connect Securities of a trade into or
out of the relevant SPSA account/China Connect Account.
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(e)
|
(i) Client acknowledges and agrees that settlement of sale or purchase trades may not occur on the trade date. Client's and any Portfolio' s title, property or interests in China Connect Securities shall be subject to the "Securities on-hold" provisions of the General Rules of CCASS pursuant to which title, property or interest in any China Connect Securities shall not pass to a purchaser unless and until HKSCC has received payment in full for such securities and such payment is good and irrevocable or otherwise agreed by HKSCC. Accordingly, settlement can occur on trade date if executing brokers and the' ir cash clearing bank agents are able to utilise the same day cash settlement run to achieve settlement on trade date but this is not mandatory and settlement may still occur later than the trade date (T+1) where the same day cash settlement run is not utilised and a buying broker/counterparty' s payment is only received fully and irrevocably in the morning of T+1 (local time). For a sale the Subcustodian will debit the relevant China Connect Securities from the relevant Portfolio's SPSA account/China Connect Account and provide provisional credit of settlement and proceeds which BNYM will then credit to such Portfolio' s cash account(s) with BNYM which is designated for use in respect of such Portfolio's China Connect Account (Cash Account) on the trade date. However, the Subcustodian may reverse/recall any provisional credit (and BNYM reserves the right to reverse/recall such credit as made in a Cash Account) in the event of buying broker/counterparty default or any other failure to receive funds. Where there is a requirement for a reversal/recall of credit, Client shall be responsible for having available funds for such reversal/recall and BNYM reserves the right to charge the relevant Cash Account for the expenses of providing funds (including in circumstances where the Subcustodian requires the payment of such expenses). Such remedies as may be available for recovery will be for Client to pursue through HKSCC under the General Rules of CCASS and its Default Participant policy and the defaulting buying broker/counterparty. (ii) Where, however, HSBC Broker is the executing Broker for Client on a sale trade, the settlement mentioned above is always on the basis that the trade will be on a delivery versus payment basis on trade date subject to Client meeting its requirements under paragraph (c) above and BNYM thereby issuing settlement instructions (i.e., this is offered synthetic delivery versus payment). Likewise, where a Designated Connect Broker is the executing broker the Subcustodian will debit the relevant China Connect Securities from the relevant SPSA account/China Connect Account and provide credit of settlement and fund proceeds which BNYM will then credit to the relevant Cash Account on trade date and this will not be dependent on the settlement run.
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|
(iii)
Purchase trades and their settlement will be dependent on the executing Broker for Client meeting the requirements of full,
good and irrevocable payment
to HKSCC as noted above (settlement can occur on trade date or may be deferred to T+1
as explained above) and
will be on a receive versus payment basis.
Paragraph
(g) below details the exceptional circumstances in which trades may fail.
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(f)
|
Client acknowledges and agrees that BNYM shall not be liable for paying and/or reporting any tax, levy, impost, duty, assessment, deduction, charge or withholding of a similar nature, and any addition, penalty or interest payable in connection with any failure to pay or any delay in paying any of the same that may be charged or chargeable on or in respect of the holding, trading and/or income, interests and other entitlements that may be derived from the China Connect Securities in the relevant BNYM China Connect Account/Record or SPSA account/China Connect Account (Taxes), nor responsible for the obligation to withhold Taxes or comply with any filing or registration obligations regarding Taxes except as otherwise required by any applicable law, rule, operating procedure, order, directive, notice, guidance, market practice or request (in all cases whether or not having the force of law) of any government agency, court of competent jurisdiction, central depository, exchange, clearing or settlement facility and/or any regulatory or supervisory
authority (the foregoing, Applicable Requirements). Where BNYM or any of its affiliates, or the Subcustodian or any of its affiliates, are required to do any of the above by such Applicable Requirements, Client on behalf of the relevant Portfolio undertakes to reimburse and indemnify BNYM or its affiliates on demand for the amount of Taxes that BNYM has paid and Client undertakes to provide such information as BNYM may require to fulfil its duties within the timeframe which BNYM advises. For the avoidance of doubt, Client acknowledges and agrees that neither the Subcustodian nor BNYM is providing Client with any advice in relation to Taxes nor is the Subcustodian or BNYM acting as agent or representative with respect to such Taxes.
|
(g)
|
Trades can fail in certain circumstances (including if Client fails to adhere to the terms of this Letter and including if instructions
to BNYM are not forthcoming or are late). Where there is a failure of delivery of China Connect Securities from the relevant SPSA
account/China Connect Account to the executing Broker, a buy-in procedure may be commenced under provisions of the General Rules
of CCASS against that executing Broker. The executing Broker will be permitted to submit an explanation to HKSCC within a short
duration at the end of that trading day to explain the shortfall due from a failed delivery from an SPSA account. If HKSCC accepts
the explanation, the "Securities on hold" provisions for delivery (and withholding from selling arrangement) will not
apply to all China Connect Securities of that same security/share or ISIN in the relevant SPSA account/China Connect Account and
pending deliveries will be processed for settlement with the failed trade being subject to buy-in procedure. HKSCC may grant a
buy-in exemption in respect of a failed delivery from an SPSA account but this will be subject to evidencing that there are sufficient
securities available to cover the shortfall. If the conditions are met, the buy-in will be waived, however, in the absence of
waiver a buy-in will be enforced the next trading day. Client may be made responsible for the costs/penalty resulting from any
default by the executing Broker where buy-in is utilised. Where there is a failure on a purchase, the Broker may settle in the
market and hold
|
|
shares
on its participant account,
but
cash will
not
be debited from the applicable Cash
Account,
however,
the
Broker may claim its cost
of funding and expenses from Client. Client
acknowledges and
agrees
it understands and accepts the matters set
out
in
this
paragraph (g)
(together with paragraph
(e) above).
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(h)
|
Client acknowledges and agrees that the relevant Portfolio is the investor in the China Connect Securities and that Client shall
be responsible for the consequences of trading of China Connect Securities through the China Connect Service. Client further acknowledges
and agrees that it understands and shall comply with all applicable laws, rules, regulations, orders, directives, guidelines,
market practice, notices, operating procedures, policies or requests of any government agency, central depository , exchange,
clearing or settlement facility and/or any regulatory or supervisory authority with competent jurisdiction (whether or not having
the force of law and as the same may be amended) which shall include, but is not limited to, China Connect Clearing House, HKSCC,
SEHK, a China Connect Market Operator and CCASS generally and as each of the same concern the China Connect Service, activities
arising from the China Connect Service and/or regarding investments in China Connect Securities. Such applicable laws, rules and
regulations shall include, but shall not be limited to: (i) any restrictions on investments in China Connect Securities (Investment
Restrictions); (ii) percentage limits that may be imposed on the maximum holdings of a non-PRC (People's Republic of China)
investor (either on its own or in aggregate with other non-PRC investors) in China Connect Securities (Foreign Ownership Limits);
and (iii) disclosure of interest reporting obligations in respect of China Connect Securities (Disclosures of Interest).
For the avoidance of doubt, Client acknowledges and agrees that: (i) BNYM's duties and service provision does not comprise any
investment advice and BNYM takes no responsibility for advising or verifying whether Client or any Portfolio is eligible to invest
in China Connect Securities and Client should undertake its own due diligence and take advice under its own laws, regulations
and applicable investment criteria/limitations as to the suitability of such investment; and (ii) neither BNYM nor the Subcustodian
shall be responsible for monitoring any Investment Restrictions or Foreign Ownership Limits applicable to any Portfolio with respect
to any China Connect Securities or for making any Disclosures of Interest in any China Connect Securities.
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(i)
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Client acknowledges and agrees that China Connect Securities are held centrally by HKSCC for the account of the CCASS Participant (in this case the Subcustodian and its affiliate) in an omnibus account with China Connect Clearing House and that HKSCC and China Connect Clearing House are intermediaries and depositories in Hong Kong and the People' s Republic of China and, accordingly will be subject to the requirements and laws of these jurisdictions and as the same apply to Client's or any Portfolio' s title, property or interests in such China Connect Securities.
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(j)
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Client understands that China Connect Securities are uncertificated and are held by HKSCC in computerised form in the account maintained by HKSCC with China Connect Clearing House, and, as such, that the China Connect Securities credited to a China Connect Account are not registered or recorded with China Connect Clearing House in Client's name, a Portfolio's name, Subcustodian's name or BNYM's name. All China
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|
Connect
Securities will be recorded
in the
name of HKSCC
with China
Connect
Clearing House.
BNYM cannot guarantee nor does it take any liability or responsibility
for investment
in
China Connect
Securities and
Client's or
any Portfolio's title,
property
and
interest in China Connect Securities and any ability to enforce the same
by
virtue
of this
registration (and
the
position ofHKSCC stated
under
paragraph (i)
above)
and
the
relevant
property
rights,
insolvency
rules and
procedures
and remedies under the laws
and
regulations of Hong Kong or the
People's
Republic of
China (and
any
conflict between the same).
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(k)
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Client acknowledges and agrees that under the General Rules of CCASS, if HKSCC receives insufficient funds or securities from
the China Connect Clearing House to meet HKSCC' s aggregate liabilities to China Connect Clearing Participants, it may make a
partial or pro rata payment or delivery to China Connect Clearing Participants to whom such liabilities are due, and that should
HKSCC elect to make such a partial or pro rata payment or delivery with respect to Client's China Connect Service transactions
Client on behalf of the relevant Portfolio hereby indemnifies and shall hold BNYM harmless, and, further, Client shall have no
recourse against BNYM for the balance of any money or securities.
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(l)
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Client acknowledges and agrees that there are certain responsibilities, risks and limitations presented to, and imposed upon, it and each Portfolio in respect of use of the China Connect Service. These include the following (such list is not exhaustive): Investment Restrictions, Foreign Ownership Limits and Disclosures oflnterest (all as detailed above), unavailability of an investor compensation fund, lack of support for certain trading strategies (such as day trading and short selling), limitations on exercise of shareholder rights and benefits, suspension of trading without cause or notice, trade failure or trade rejection at SEHK, tax liability, strict settlement practices, loss recovery limitations, market rules, counterparty insolvency risk and responsibility for the matters under paragraph G) above.
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(m)
|
Client acknowledges and agrees that BNYM shall not be liable, or in any way responsible, for acts, omissions, errors, timeliness,
default and/or solvency of any Broker, stock exchange, depository or clearing entity in connection with the China Connect Service.
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(n)
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Client on behalf of the relevant Portfolio shall indemnify and hold BNYM harmless from any liabilities, costs and expenses (including,
without limitation, overdraft charges and market fines): (i) arising from the provision of BNYM's services for the China Connect
Service; and (ii) arising from any provision of Instructions to BNYM that- (x) are late or received after specified deadlines,
(y) do not match an instruction to a Broker or which require a trade of a type not supported under BNYM's services in respect
of Connect or (z) in general, are not in accordance with BNYM' s requirements as referred to in this Letter. Further, Client shall
have no recourse against BNYM for any loss, cost, expense, claim or action arising from broker error or infringement in connection
with transactions for China Connect Securities.
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(o)
|
Client acknowledges and agrees that it will pay the fees and expenses to BNYM for BNYM's services under this Letter as agreed between Client and BNYM (and as such fees and expenses are amended from time to time).
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(p)
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If Client wishes to terminate its use of the China Connect Service under this Letter with BNYM with
respect to a particular Portfolio it will provide 30 days written notice of termination to BNYM. BNYM may terminate its services
under this Letter with respect to a particular Portfolio by 60 days written notice of termination to Client. Client agrees
that the Subcustodian may terminate or cease to provide its services or support the China Connect Service either generally
or in respect of Client or a particular Portfolio and Client is at particular risk of such termination if paragraphs (c) and
(d) above or any other terms of this Letter with respect to the relevant Portfolio are breached (HSBC Termination).
BNYM shall by written notice to Client terminate its services under this Letter with respect to the relevant Portfolio at
such time that the HSBC Termination takes place and notwithstanding the 60 day notice provision set forth above BNYM' s services
under this Letter shall terminate at the time that the HSBC Termination takes place.
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Without limitation to the foregoing, Client authorises BNYM and the Subcustodian to perform any such acts (or refrain from taking any such acts) as BNYM or the Subcustodian considers in their respective discretion necessary or advisable for complying with CCASS and all relevant market rules for the China Connect Service, and with all instructions issued to BNYM or a Broker and all_ Settlement Tasks and other requirements (whether in relation to Taxes or otherwise). Client further agrees to provide all assistance that BNYM may reasonably require in performing such acts required by applicable law or regulation.
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This Letter and the agreements, undertakings and indemnities given herein are supplemental and additional to the provisions of the CA. This Letter shall be governed by and construed in accordance with the same governing law as in the CA. For the avoidance of doubt, this Letter does not affect the duties or obligations of BNYM under the Foreign Custody Manager Agreement between Client and BNYM dated January 31, 2011, as amended or supplemented from time to time.
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Agreed and
accepted by
/s/ Freddi
Klassen
Freddi Klassen
For and on behalf of DBX ETF Trust
Acknowledged by
/s/ Thomas Porrazzo
The Bank of New York Mellon
Xtrackers Harvest CSI 300 China A-Shares ETF (ASHR)
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF (ASHS)
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF (HDAW)
Xtrackers MSCI Asia Pacific ex Japan Currency-Hedged Equity ETF (DBAP)
Xtrackers MSCI All World ex US Hedged Equity ETF (DBAW)
Xtrackers MSCI Emerging Markets Currency-Hedged Equity ETF (DBEM)
Xtrackers Harvest MSCI All China ETF (CN)
Xtrackers MSCI China A Inclusion Equity ETF (ASHX)
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF (EMSG)
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF (ACSG)
Xtrackers FTSE Emerging Comprehensive Factor ETF (DEMO)
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Exhibit (g)(4)
DBX ETF TRUST
345 Park Avenue
New York, New York 10154
SUPPLEMENT TO THE GLOBAL CUSTODY AGREEMENT
HONG KONG - CHINA – BOND CONNECT
SERVICE
Account Model for
Bond Connect
Date: May 16, 2019
To: The Bank of New
York Mellon
Re: Hong Kong - China
– Bond Connect
Dear Sir or Madam:
Reference is made
to the global custody agreement entered into between DBX ETF Trust (Client) and The Bank of New York Mellon as custodian
(BNYM) dated January 31, 2011, as amended or supplemented from time to time (CA). This letter (Letter) serves
as a supplement to the CA and applies to all portfolios of Client listed on Appendix A to this Letter (each a Portfolio),
which appendix may be modified from time to time by a writing signed by each of BNYM and Client.
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).
Client has indicated
that it wishes to utilise Bond Connect and will register with the People’s Bank of China Shanghai Head Office (PBC)
to open a trading account with CFETS, for trading via Bond Connect in relation to each Portfolio. This Letter sets out with respect
to each Portfolio the terms and conditions upon which BNYM supports and provides access to Bond Connect.
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(a)
|
In respect of Bond Connect, BNYM will (and is authorised to):
|
|
(i)
|
as required by BNYM following consent of the Client or as agreed
and instructed by Client, establish, maintain and operate a segregated account or a sub-account/ledger of a securities account
for a particular Portfolio in accordance with the CA and on BNYM’s books and records (each a BNYM China Connect Account/Record);
and
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(ii) at BNYM’s
appointed subcustodian, the Hong Kong and Shanghai Banking Corporation Limited (Subcustodian), direct the establishment
and maintenance in the books and records of the Subcustodian of an account for each separate Portfolio for the deposit, custody
and safekeeping of such China Connect Bonds (each a China Connect Account).
With respect to each Portfolio utilizing
Bond Connect, BNYM acknowledges and agrees that it requires the Subcustodian, on Client’s behalf, to establish and maintain
a segregated account(s). Client shall provide all information as is reasonably required to open and maintain the same. Client acknowledges
and agrees that in respect of the China Connect
Bonds
and transactions in this product, a Bond Connect account at Central Moneymarkets Unit of the Monetary Authority of Hong Kong (CMU)
established through the Subcustodian, as CMU participant, is required for Client on behalf of each of its relevant Portfolio(s).
Client must apply to BCCL and directly register with the PBC and be admitted with one of the approved agents, including CFETS,
domestic bond custodians recognized by the PBC (i.e., China Central Depository & Clearing Co., Ltd (CCDC) and
Shanghai Clearing House (SCH)).
Client is responsible for obtaining
its registration, admission and such account opening and all necessary procedures to obtain access to transact in China Connect
Bonds.
Client is
referred to the matters in paragraphs (i) and (j) below regarding accounts in the People’s Republic of China (PRC).
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(b)
|
In accordance with the requirements of Bond Connect for trades of
China Connect Bonds to be on market, Client agrees and undertakes to ensure that all transfers of China Connect Bonds into or out
of a relevant BNYM China Connect Account/Record/China Connect Account that it instructs will not, unless permitted by the relevant
regulator, be in relation to the trading of China Connect Bonds other than through the relevant Bond Connect market system.
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(c)
|
Client instructions issued to BNYM for trades (Instructions)
must be in the format required by BNYM (as specified in the relevant BNYM service level description for Bond Connect (Service
Level Description)), and such Instructions must be received by BNYM by the BNYM deadline (as specified in the Service Level
Description from time to time). Client shall be responsible for all trade instructions issued to its market maker or counterparty
engaged for trades in China Connect Bonds for the purposes of the service as provided by BNYM under this Letter. Client is engaging
its own broker or brokers and market makers (hereafter Broker) for Bond Connect. BNYM is not party to any brokerage or market
making arrangement or agreement entered into between Client and any Broker and takes no responsibility for such engagement or services.
Client must ensure that Instructions it provides to BNYM are correct and at all times consistent with the trading instructions
it issues to a Broker. Client acknowledges and agrees that, prior to issuing trading instructions, it must ensure each applicable
Portfolio has: (i) sufficient monies (in CNY) for a purchase of China Connect Bonds in its cash account; and/or (ii) sufficient
China Connect Bonds for a sale of China Connect Bonds in its BNYM China Connect Account/Record/China Connect Account.
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|
(d)
|
Client shall provide such information as may be required for Bond
Connect, including the particulars of its appointed Brokers from time to time, and Client authorises BNYM to disclose such details
to the Subcustodian. Client further authorises the performance of all acts and taking of all actions (such acts and actions described
in this paragraph (d), the Settlement Tasks) which either of BNYM or the Subcustodian considers in its discretion necessary
for completing the settlement of trades of China Connect Bonds. Settlement Tasks shall include, but are not limited to, generating
settlement instructions in respect of the trades and effecting the transfer of the relevant China Connect Bonds of a trade into
or out of the relevant China Connect Account.
|
|
(e)
|
Client acknowledges and agrees that settlement of sale or purchase
trades for China Connect Bonds will be in CNY and will be settled on a T+2 basis for Client as a foreign investor and on a delivery
(receive) versus payment basis where either CCDC or SCH is the depository and settlement venue on a fully matched and affirmed
transaction by CCDC or SCH, respectively.
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Settlement
instructions will be matched and affirmed at CCDC or SCH by 12pm Hong Kong time (or other time as may be stipulated by the market)
on settlement date, at such point, and if affirmed by both the relevant Broker as market maker/ counterparty and CMU, either CCDC
or SCH will block the China Connect Bonds earmarked for the trade. Cash for a purchase of China Connect Bonds must be received
by 5pm Hong Kong (or other time as may be stipulated by the market) at CCDC or SCH. Settlement is effected by 5pm Hong Kong (or
other time as may be stipulated by the market). For a Portfolio’s sale, China Connect Bonds will be credited to relevant
Broker as market maker/ counterparty, and the corresponding cash proceeds will be transferred to the CMU account of the relevant
Broker as market maker/ counterparty. Upon receipt of cash proceeds, CMU will transfer the funds to Subcustodian for credit to
BNYM’s account on behalf of the relevant Portfolio. For a Portfolio’s purchase, CCDC or SCH will credit China Connect
Bonds to the Subcustodian’s CMU account on behalf of the applicable Portfolio, and the corresponding cash proceeds will
be transferred to the relevant Broker as market maker/ counterparty. CMU will settle the transaction in its system and send an
advice to the Subcustodian for credit of China Connect Bonds to the applicable BNYM China Connect Account/Record.
Paragraph (g) below details the exceptional
circumstances in which trades may fail.
(f) Client acknowledges and agrees that BNYM shall not be liable
for paying and/or reporting to any local regulatory authority any tax, levy, impost, duty, assessment, deduction, charge or withholding
of a similar nature, and any addition, penalty or interest payable in connection with any failure to pay or any delay in paying
any of the same that may be charged or chargeable on or in respect of the holding, trading and/or income, interests and other entitlements
that may be derived from the China Connect Bonds in the relevant BNYM China Connect Account/Record /China Connect Account (Taxes),
nor responsible for the obligation to withhold Taxes or comply with any filing or registration obligations regarding Taxes, except
as otherwise required by the CA; the Foreign Custody Manager Agreement; and any applicable law, rule, operating procedure, order,
directive, notice, guidance, market practice or request (in all cases whether or not having the force of law) of any government
agency, court of competent jurisdiction, central depository, exchange, clearing or settlement facility and/or any regulatory or
supervisory authority (the foregoing, Applicable Requirements). Where BNYM or any of its affiliates, or the Subcustodian
or any of its affiliates, are required to do any of the above by such Applicable Requirements, Client on behalf of the relevant
Portfolio (and with recourse only to the assets of the relevant Portfolio) undertakes to reimburse and indemnify BNYM or its affiliates
on demand for the amount of Taxes that BNYM has paid and to provide such information as BNYM may require to fulfil its duties within
the timeframe which BNYM advises, provided that Client shall not be required to reimburse and indemnify BNYM where any Taxes are
the direct result of the negligence, fraud or misconduct of BNYM and/or the Subcustodian or their affiliates. For the avoidance
of doubt, Client acknowledges and agrees that neither the Subcustodian nor BNYM is providing Client with any advice in relation
to Taxes nor is the Subcustodian or BNYM acting as agent or representative with respect to such Taxes.
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(g)
|
Trades in China Connect Bonds can fail in certain circumstances (including
if Client fails to adhere to the terms of this Letter and including if instructions to BNYM are not forthcoming or are late). Short
positions, day trading and partial settlement are not permitted. Trades in China Connect Bonds may fail, through a party default
or due to trades not matching exactly. Any failed trade in respect of China Connect Bonds will require a report and explanation
via the Subcustodian to CMU and CFETS as to the reasons for failure by the defaulting party to the trade. Client acknowledges and
agrees it understands and accepts the matters set out in this paragraph (g) (together with paragraph (e) above).
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|
(h)
|
Client acknowledges and agrees that each Portfolio is the investor in the China Connect Bonds through
Bond Connect and shall be responsible for the consequences of trading China Connect Bonds. Client therefore further acknowledges
and agrees that it understands and shall comply with all applicable laws, rules, regulations, orders, directives, guidelines, market
practice, notices, operating procedures, policies or requests of any government agency, central depository, exchange, clearing
or settlement facility and/or any regulatory or supervisory authority with competent jurisdiction (whether or not having the force
of law and as the same may be amended), which shall include, but is not limited to, the Hong Kong and PRC regulators, the trading
platforms of Hong Kong and PRC and the depositories in PRC; CMU rules generally and as each of the same concern Bond Connect, activities
arising from Bond Connect and/or regarding investments in China Connect Bonds. Such applicable laws, rules and regulations shall
include, but shall not be limited to the disclosure of interest reporting obligations in respect of China Connect Bonds (Disclosures
of Interest). For the avoidance of doubt, Client acknowledges and agrees that: (i) BNYM’s duties and service provision
does not comprise any investment advice and BNYM takes no responsibility for advising or verifying whether Client or any Portfolio
is eligible to invest in China Connect Bonds and Client should undertake its own due diligence and take advice under its own laws,
regulations and applicable investment criteria/limitations as to the suitability of such investment; and (ii) neither BNYM nor
the Subcustodian shall be responsible for monitoring any ownership or for making any Disclosures of Interest in any China Connect
Bonds.
|
|
(i)
|
Client acknowledges and agrees that: China Connect Bonds are held centrally by CMU in an omnibus
account with SCH and/or CCDC designated for the Hong Kong Monetary Authority and that CMU and CCDC and SCH are intermediaries and
depositories in Hong Kong and the PRC. Accordingly such holdings will be subject to the requirements and laws of these jurisdictions
and as the same apply to Client’s title, property or interests in such China Connect Bonds.
|
|
(j)
|
Client understands that China Connect Bonds are uncertificated and are in computerised form at
an account maintained by Hong Kong Monetary Authority/CMU at CCDC and/or SCH, therefore China Connect Bonds credited to a China
Connect Account are not registered or recorded with any of CCDC or SCH in Client’s name, a Portfolio’s name, Subcustodian’s
name or BNYM’s name. All China Connect Bonds will be recorded in the name of the relevant nominee/omnibus account holder.
BNYM does not take any responsibility for Client’s investment in China Connect Bonds and Client’s title, property and
interest in China Connect Bonds (except as may be required pursuant to the CA) and any ability to enforce the same by virtue of
this registration and the relevant property rights, insolvency rules and procedures and remedies under the laws and regulations
of Hong Kong or the PRC (and any conflict between the same).
|
|
(k)
|
Client acknowledges and agrees that there are certain responsibilities, risks and limitations presented
to, and imposed upon, it in respect of use of Bond Connect. These include the following (such list is not exhaustive): Disclosures
of Interest, unavailability of an investor compensation fund, lack of support for certain trading strategies (such as day trading
and short selling), suspension of trading without cause or notice, trade failure or trade rejection, tax liability, strict settlement
practices, loss recovery limitations, market rules, counterparty insolvency risk and responsibility for the matters under paragraph
(j) above.
|
|
(l)
|
Client acknowledges and agrees that BNYM shall not be liable, or in any way responsible, for acts,
omissions, errors, timeliness, default and/or solvency of any Broker, stock exchange, depository or trading or clearing entity
in connection with services relating to Bond Connect.
|
|
(m)
|
Client on behalf of each Portfolio severally and not jointly shall indemnify and hold BNYM harmless
from any liabilities, costs and expenses (including, without limitation, overdraft charges and market fines) (Losses): (i) arising
from the provision of BNYM’s services for Bond Connect under this Letter; and (ii) arising from any provision of Instructions
to BNYM that- (x) are late or received after specified deadlines, (y) do not match an instruction to a Broker or which require
a trade of a type not supported under BNYM’s services in respect of Bond Connect or (z) in general, are not in accordance
with BNYM’s requirements as referred to in this Letter; provided, however, that Client shall not indemnify BNYM for those
Losses arising out of BNYM’s own negligence, fraud or willful misconduct. Further, Client shall have no recourse against
BNYM for any loss, cost, expense, claim or action arising from broker error or infringement in connection with transactions for
China Connect Bonds.
|
|
(n)
|
Client acknowledges and agrees that it will pay the fees and expenses to BNYM for BNYM’s
services under this Letter, Client will pay BNYM the fees and expenses as set forth in the mutually agreed upon fee schedule between
Client and BNYM, as amended from time to time.
|
|
(o)
|
As referred to under paragraph (e) above, the settlement currency is CNY, BNYM (utilising its affiliate
banks’ head office and certain branches, as appropriate, the BNYM FX Provider) offers onshore CNY foreign exchange.
The BNYM FX Provider may enter such FX transaction as principal; however, where such FX transactions are entered into, these will
be on the terms and conditions of the relevant foreign exchange contracts or instructions as applicable to such transaction and
not pursuant to this Letter. Client agrees that if it requires on shore CNY FX from BNYM FX Provider, it shall provide a fully
signed and dated original of the FX representation letter to the required addresses using the form of letter as appearing in Appendix
B. Client acknowledges and agrees that if utilising onshore CNY foreign exchange: (i) that all funding and settlement for transactions
in China Connect Bonds will be onshore CNY; funding in CNH will not be supported; and (ii) it is restricted to use of one settlement
bank only for onshore CNY. Client will need to ensure repatriation of sale proceeds of China Connect Bonds through an FX transaction
if not re-investing and Client cannot instruct cash transfers in or out of the onshore CNY cash account.
|
|
(p)
|
If Client wishes to terminate its use of Bond Connect under this Letter with BNYM with respect
to a particular Portfolio and/or its trading of China Connect Bonds, it will provide 30 days’ written notice of termination
to BNYM. BNYM may terminate its services under this Letter with respect to a particular Portfolio (or service for China Connect
Bonds) by 90 days’ written notice of termination to Client. Client agrees that the Subcustodian may terminate or cease to
provide its services or support Bond Connect either generally or in respect of Client or a particular Portfolio and Client is at
particular risk of such termination if paragraphs (c) and (d) above or any other terms of this Letter with respect to the relevant
Portfolio are breached (Subcustodian Termination). BNYM shall by written notice to Client terminate its services under this
Letter with respect to the relevant Portfolio at such time that the Subcustodian Termination takes place and notwithstanding the
90 day notice provision set forth above, BNYM’s services under this Letter shall terminate at the time that the Subcustodian
Termination takes place. Where Subcustodian is ceasing to provide its services/support for Bond Connect generally, BNYM will provide
written notice promptly upon its receipt of such notice, and in any instance where BNYM continues to support the Bond Connect market,
it
|
shall
provide commercially reasonable assistance to the Client for the continuation of the service utilising a substitute Subcustodian
(satisfactory to BNYM’s due diligence requirements).
Without limiting the foregoing, Client authorises
BNYM and the Subcustodian to perform any such acts (or refrain from taking any such acts) as BNYM or the Subcustodian considers
in its respective discretion necessary or advisable for complying with all relevant market rules for Bond Connect, and with all
instructions issued to BNYM or a Broker and all Settlement Tasks and other requirements (whether in relation to Taxes or otherwise).
Client further agrees to provide all assistance that BNYM may reasonably require in performing such acts required by applicable
law or regulation.
This Letter and the agreements, undertakings
and indemnities given herein are supplemental and additional to the provisions of the CA. This Letter shall be governed by and
construed in accordance with the same governing law as in the CA.
Nothing contained in this Letter Agreement
shall alter or modify BNYM’s obligations under the Foreign Custody Manager Agreement between BNYM and Client, dated January
31, 2011, as amended or supplemented from time to time.
Agreed and accepted by:
/s/Freddi Klassen
For and on behalf of
DBX ETF Trust
Freddi Klassen
Acknowledged by:
/s/Thomas Parrazzo
The Bank of New York Mellon
Thomas Parrazzo
Managing Director
Appendix A
Xtrackers Barclays International Treasury Bond
Hedged ETF (IGVT)
Xtrackers Barclays International Corporate Bond
Hedged ETF (IFIX)
Appendix
B
May 16, 2019
To: The Bank of New York Mellon (including reference to its
branches, hereafter the “Bank”)
Re: Terms
for FX Transactions relating to Bond Connect and Northbound Trading
We, the Client, have requested that the
Bank (or Bank Affiliate)( open accounts and provide services in respect of Bond Connect (being the arrangement for mutual bond
market access between PRC and Hong Kong which offshore investors to invest in the China Interbank Bond Market, jointly announced
by the People’s Bank of China (“PBOC”) and the Hong Kong Monetary Authority (“HKMA”)
on or about 16 May 2017 and pursuant to relevant rules and regulations in the PRC and Hong Kong, as amended and supplemented from
time to time) as set out in the Supplement to the Global Custody Agreement – Hong Kong - China Bond Connect Service dated
May 16, 2019 (the “Connect Supplement”). This letter and the terms set out below apply to any FX Transaction
(defined below) instructed either by us, or on our behalf for our account, with the Bank in respect of Bond Connect and CNY/FX
Transactions related to other Northbound investment programs permitted under PRC and Hong Kong laws and regulations (“Other
Northbound Investment Programs”).
For the purposes of this letter:
Affiliate means, in relation to
the Bank, (a) any entity controlled, directly or indirectly, by the Bank, (b) any entity that controls, directly or indirectly,
the Bank, or (c) any entity directly or indirectly under common control with the Bank. For this purpose, “control”
means ownership of a majority of the voting power of the entity.
FX Transactions refers to:
|
(i)
|
the sale and purchase of, or currency exchange of, foreign currency
and Renminbi for the purpose of Client investment accessed through Bond Connect and/or Other Northbound Investment Programs; and
|
|
(ii)
|
(IF APPLICABLE1)
forward, swap or option transactions to hedge the FX risk relating to our investment in bonds accessed through Bond Connect and/or
Other Northbound Investment Programs,
|
each of which is permitted to be conducted
by the Bank pursuant to the relevant rules and regulations in the PRC and Hong Kong.
PRC means the People’s Republic
of China, excluding Hong Kong, Macau and Taiwan.
PRC Taxes means taxes, duties or
similar charges (including, but not limited, to value added taxes) that are imposed by a PRC taxing authority from time to time.
The terms under this letter are in respect
of CNY–FX Transactions only.
The consents, authorities and undertakings
shall be given (and representations in this letter shall be deemed to be repeated) by ourselves as Client on each date on which
an FX Transaction is entered into and the consents, authorities, undertakings and representations given in this letter shall apply
to, and in respect of, all, FX Transactions instructed by ourselves or on our behalf by our duly authorized investment managers/delegates.
In consideration of the Bank’s entering
into any FX Transaction with the Client:
|
1.
|
We, the Client, undertake and represent to the Bank and its Affiliates
that each FX Transaction instructed by us or on our behalf is based on genuine and reasonable demands for or relating to our investment
in bonds accessed through Bond Connect and/or Other Northbound Investment Programs (if applicable). We further represent that no
FX Transaction instructed by us or on our behalf is for, or relating to, any inappropriate or unlawful purposes including, without
limitation, interest rate arbitrage or FX arbitrage (and we will notify the Bank of any change to our genuine and reasonable demands
for or relating to our investment in bonds accessed through Bond Connect
|
1
Applicable immediately after Client has utilized any of the Bank’s service / facility in this regard and/or entered into
any transaction for such purpose. Not applicable if Client has not utilized such service / facility.
and/or Other
Northbound Investment Programs (if applicable), for example, where we no longer hold the bonds
or the relevant bonds have matured or otherwise been redeemed); and, in respect of FX Transactions, we shall promptly (a) make
or cause to be made corresponding adjustment to our instructions to the Bank for the relevant FX Transactions which may include,
without limitation, the termination of the relevant FX Transaction, or (b) request the Bank to make the corresponding adjustment
to the relevant FX Transactions, which may include, without limitation, adjusting the notional amount for such FX Transactions.
|
2.
|
We, the Client acknowledge that the Bank and its Affiliates are required
by relevant laws, rules and regulations in the PRC and Hong Kong to conduct certain activities including, without limitation, anti-money
laundering checks, counter-terrorism financing checks, authenticity verification, compiling information statistics and information
transaction reporting. In order to facilitate or enable the Bank and its relevant Affiliate(s) to comply with such obligations,
we undertake to promptly provide (or procure the provision of): (a) to the Bank and/or its Affiliate any additional information
relating to ourselves our investment in bonds accessed through Bond Connect and the FX Transactions, and (b) any assistance or
further information reasonably requested by the Bank and/or its Affiliate .
|
|
3.
|
We consent and authorise the Bank (and its Affiliates and service
providers, as referred to below) to disclose any information relating to ourselves; our delegates, our investment in bonds accessed
through Bond Connect and the FX Transactions entered into by us to the China Foreign Exchange Trade System & National Interbank
Funding Center (CFETS), Hong Kong – Bond Connect Company Limited (BCCL), PBOC, State Administration of Foreign
Exchange (SAFE), HKMA, Central Moneymarkets Unit of the HKMA (CMU), CCDC, Shanghai Clearing House (SCH), or
any other authority or body or any trade repository, management information system, electronic platform, exchange, clearing or
payment system (“Relevant Body”), to the extent required by any applicable law, rule or regulation, or as requested
by such Relevant Body. Where it is necessary for the Bank to disclose to its Affiliates or service providers (including without
limitation, financial institutions with whom the Bank works together for performance of the FX transactions) in order to take reasonable
steps to comply with such law, rule, regulation or request, and for performance of services and/or any other contractual obligations
to or for us and in connection with the Bank’s internal review and internal purposes, we also consent to and authorise such
information being disclosed to such entities.
|
|
4.
|
By providing the above consent and authorization for Client information in accordance with paragraph
3, we represent and undertake to the Bank and its Affiliates that we have all consents required under any data protection and confidentiality
laws and regulations applicable to us, as amended from time to time, and/or necessary information that is required in order to
satisfy our obligations under these Terms.
|
|
5.
|
We shall indemnify the Bank and its Affiliates and hold them harmless
from and against any and all costs, expenses, damages, liabilities or claims (including, without limitation, attorney’s fees
and break costs) (“Losses”) incurred by or asserted against (i) the Bank or any Affiliate for any breach or
misrepresentation of the above and (ii) the Bank (and for any PRC Taxes imposed on the Bank) in connection with any FX Transaction,
provided that we shall not be required to reimburse the Bank and its Affiliates for any Losses or PRC Taxes that are the direct
result of the negligence, fraud or misconduct of BNYM or its Affiliates. The provision in this paragraph shall survive the termination
of the FX Transaction and shall apply and remain in full force and effect.
|
We agree
that the Bank may require amendments of the terms under this letter and may do so by giving
us reasonable
written notice.
This letter and the terms hereunder are
governed by the laws of Hong Kong SAR. We irrevocably agree to submit to the exclusive jurisdiction of the courts of Hong Kong
SAR, provided that this shall not prevent the Bank from bringing an action in any court of any other jurisdiction.
These terms agreed and accepted by:
/s/Freddi Klassen
For and on behalf of
DBX ETF Trust
10
BNY Mellon
Global Custody – Bond Connect via HSBC Hong Kong
Service Level Description
Exhibit (g)(6)
AMENDMENT
TO
FOREIGN CUSTODY MANAGER AGREEMENT
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”).
WHEREAS, the parties wish to amend the Agreement
as set forth below:
NOW
THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:
l. Exhibit A
is replaced in its entirety with the attached Exhibit A dated as of the date of this amendment.
|
2.
|
Except as specifically amended hereby,
all other terms and conditions of the Agreement shall remain in full force and
effect.
|
|
3.
|
This
Amendment may be executed in multiple counterparts,
which together shall constitute one instrument.
|
IN
WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and
their seals to be hereunto affixed, all as of the day and year first above written.
By: /s/Freddi Klassen
on behalf of the Trust and each portfolio/series identified
on Exhibit A
attached hereto
Name:
Freddi Klassen
Title:
CEO & President
THE
BANK OF NEW YORK MELLON
By:
/s/Thomas Porrazzo
Name: Thomas Porrazzo
Managing Director
EXHIBlT
A
List of Funds/Portfolios
Xtrackers MSCI Emerging Markets Hedged
Equity ETF
|
DBEM
|
Xtrackers
MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers
MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers
MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers
Municipal Infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers
MSCI United Kingdom Hedged Equity ETF
|
DBUK
|
Xtrackers
MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers
MSCI Asia Pacific ex Japan Hedged Equity ETF
|
DBAP
|
Xtrackers
Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers
MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers
MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers
MSCI All China Equity ETF
|
CN
|
Xtrackers
Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers
Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers
Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers
High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtrackers
MSCI Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers
Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers
MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers
MSCI All World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers
Eurozone Equity ETF
|
EURZ
|
Xtrackers
German Equity ETF
|
GRMY
|
Xtrackers
CSI 300 China A-Shares Hedged Equity ETF
|
ASHX
|
Xtrackers
FTSE Developed ex US Comprehensive Factor ETF
|
DEEF
|
Xtrackers
Russell 1000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers
FTSE Emerging Comprehensive Factor ETF
|
DEMG
|
Xtrackers
Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers
Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers
Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackers
Barclays International High Yield Bond Hedged ETF
|
IHIY
|
Xtrackers
USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers
iBOXX Emerging Markets Quality Weighted Bond ETF
|
EMBQ
|
Xtrackers
Low Beta High Yield Bond
|
HYDW
|
Xtrackcrs
High Beta High Yield Bond
|
HYUP
|
Xtrackers
Managed Downside Volatility US Large Cap ETF
|
AMDV
|
Xtrackers Managed Downside Volatility
Developed International ETF
|
EFDV
|
Xtrackers
Managed Downside Volatility All World ETF
|
AWDV
|
Xtrackers
ITSE Developed Europe Comprehensive Factor ETF
|
DEEU
|
Xtrackers
FTSE Japan Comprehensive Factor ETF
|
DEJP
|
Xtrackers
FTSE All World el{ US Comprehensive Factor ETF
|
DEAW
|
Xtrackers
Bloomberg Barclays Global Aggregate Bond ETF
|
ALLB
|
Xtrackers
iBOXX USD Corporate Yield Plus ETF
|
YLDP
|
Xtrackers
Short Duration High Yield Bond ETF
|
SHYL
|
Xtrackers
0-l Year Treasury ETF
|
TBLL
|
Xtrackers
MSCI Latin America Pacific Alliance ETF
|
PACA
|
,
Xtrackers MSCI EAFE ESG Leaders Equity ETF
|
EASG
|
Xtrackers
Russell 1000 US QARP ETF
|
QARP
|
Xtrackers
FTSE All World ex US Quality at a Reasonable Price ETF
|
TBD
|
Xtrackers
United Kingdom Equity ETF
|
BRIT
|
Xtrackers
MSCI ACWI ex USA ESG Leaders Equity ETF
|
ACSG
|
Xtrackers
MSCI Emerging Markets ESG Leaders Equity ETF
|
EMSG
|
Exhibit
(h)(3)
EXECUTION
FIRST
AMENDMENT
TO THE FUND ADMINISTRATION
AND ACCOUNTING AGREEMENT
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”).
WHEREAS, the Fund and BNYM
are parties to that certain
Custody Agreement, dated January 31, 2011 (the “Agreement”);
and
WHEREAS,
the Fund and BNYM desire to amend
the Agreement, with effect
from the First Amendment Effective Date.
NOW,
THEREFORE, in consideration of
the promises made here in, and
the exchange of good
and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,
the Fund and BNYM agree to amend the Agreement as follows:
|
1.
|
Amendments. The
Agreement is hereby amended as
follows:
|
|
1.1
|
The following language is hereby inserted as new
Section 22 of the Agreement:
|
“22.
BNYM shall perform its obligations under this Agreement in compliance
with the policies listed in Exhibit C
to the Agreement as
such policies may, subject
to this Section 22,
change from time to lime (“BNY Mellon
Policies”).
BNYM and the Fund will
participate in a conference
call or meeting held at
least
on a quarterly basis (or
on a more frequent basis if reasonably
required by either party)
to discuss, among other
matters, any changes to the BNY
Mellon Policies or
substance testing or background standards,
and will permit the
Fund to conduct,
at BNYM’s offices
and subject to BNYM’s
reasonable security
requirements, a
review of such changed policies
and/or
standards. In the event
that the Fund reasonably determines
that such change in the
BNY Mellon Policies
(i) represents a significant
negative deviation from market standard
and the Fund provides reasonable evidence thereof,
or (ii) is
reasonably likely to cause the
Fund to be in violation
of law or the requirements
of governmental authorities,
then the Fund and BNYM
will work together in
good faith to remediate.
If the Fund is not reasonably satisfied that such remediation
has occurred ninety (90) days
after the applicable
remediation meeting, then
the Fund shall have
the ability to terminate the Agreement without cause by
giving BNYM at
least thirty (30) days
prior written notice.
In the event of a change
in the substance testing or background
standards that re
moves or lessens
any substance testing
or background screening
requirements , the
parties shall promptly
meet and agree on a solution.”
EXECUTION
|
1.2
|
The following language is hereby inserted as new Section 23 of
the Agreement:
|
“23.
The Fund and BNYM shall comply with their respective obligations under Exhibit D to the Agreement.”
|
1.3
|
The following language is hereby inserted
as a new Section 24 of the Agreement:
|
“24. Subcontracting
|
(a)
|
Subject to the remainder
of this Section 24, BNYM may subcontract the provision of the services. BNYM shall obtain the written agreement of its subcontractors
to protect the confidentiality of any of the Fund’s confidential information
in a manner substantially equivalent to that required of BNYM under this
Agreement. No subcontractor may be permitted
to further subcontract the provision of the services without prior written
consent of BNYM.
|
|
(b)
|
Notwithstanding anything to
the contrary in this Agreement, the
following activities shall
not constitute subcontracting nor shall any
third party performing such activities
be deemed to be a subcontractor: (i) BNYM’s or its affiliates’
or subsidiaries’
use of third party vendors that provide data, information, and its
other underlying technological infrastructure only required to facilitate
the support of its provision of the services; or (ii) BNYM’s or its affiliates’
or subsidiaries’ use of individual independent contractors (for staff augmentation purposes) to perform functions under the
supervision of employees
of BNYM or its affiliates or
subsidiaries so long as BNYM remains fully responsible for the work performed
by such individuals as if
performed by BNYM.
|
|
(c)
|
BNYM shall remain responsible
for all activities of subcontractors, including
for all acts and omissions of such subcontractors, to
the same extent as if
such activities were
performed by BNYM, and for purposes of this Agreement such
activities shall be deemed work performed by BNYM. BNYM shall be the Fund’s sole
point of contact regarding the subcontractors. For avoidance
of doubt,
where the Fund has a relationship with
the party acting
as a subcontractor
under this Agreement independent of the services,
BNYM is not responsible for such party’s
acts or omissions under such independent relationship.
|
EXECUTION
|
(d)
|
Where BNYM or any of its
subcontractors wishes to subcontract (or further subcontract, as the case may be) the provision of the services under this Agreement,
BNYM shall provide the Fund with at least ninety (90) days prior written notice of that proposal together with the following details:
(i) the name and address of the proposed subcontractor; (ii) the subject
matter of the proposed subcontract ; (iii)
with respect to any subcontractor that is not an affiliate or subsidiary of BNYM,
the results of BNYM’s due diligence on such proposed subcontractor
and whether such subcontractor personnel will be screened in the same manner as BNYM’s personnel; and (iv) any additional
information reasonably required by the Fund.
|
|
(e)
|
If the Fund objects to BNYM’s
or its subcontractors’
use of a subcontractor (that
is not a BNYM affiliate or subsidiary), the Fund shall provide written notice thereof to BNYM,
together with sufficient details as to the reasons for such objection. Upon
receipt of such notice,
BNYM shall work with the
Fund in good faith to
resolve the issue. In the event that the parties are unable to resolve
the issue and the Fund reasonably believes that BNYM’s
(or its subcontractors’)
use of such subcontractor
poses an unreasonable risk to BNYM’s performance of the services,
then the Fund may terminate the Agreement without cause by giving BNYM at
least thirty (30) days prior written notice.
|
|
(f)
|
With respect to any subcontractor that is not
a BNYM affiliate or subsidiary, prior to using such a subcontractor:
(i) BNYM and the Fund shall agree in good faith as to which of the terms and conditions of this Agreement or other terms
BNYM must impose on such subcontractor (based on
the facts and circumstances of the services that such subcontractor
will be performing); and (ii) following such discussion
BNYM shall impose such agreed-upon relevant terms on such subcontractor. BNYM will take appropriate measures to monitor its subcontractors’
duties and, in its sole
discretion reasonably exercised, enforce such duties against its
subcontractors.
|
|
(g)
|
Notwithstanding the other
provisions herein, the Fund
shall have the right to notify BNYM where,
because of documented bona fide performance issues in respect of
a subcontractor, the Fund reasonably believes that the continued use of such subcontractor
poses an
unreasonable risk to BNYM’s
performance of the services. Upon receipt of such
notice, BNYM shall
work with the Fund in good faith to resolve the issue.
|
EXECUTION
|
1.4
|
Exhibits A, B and C to this Amendment shall be added as “Exhibit
C,” “Exhibit
D,” and “Attachment D-1
to Exhibit D” to the Agreement, respectively.
|
|
2.
|
Each party hereto represents
and warrants to the other party as follows: (i) it has
full power and authority to execute and deliver this First Amendment and to perform and observe the provisions hereof; (ii) the
execution, delivery and performance of this First Amendment have been duly authorized by all necessary corporate action
and do not and will not contravene any requirement of law or any restriction
or agreement binding on or affecting such party or its assets; and (iii) this First
Amendment has been duly executed and delivered by such party and constitutes
the legal, valid and binding obligation of such party enforceable in accordance with its terms.
|
|
3.
|
As of
and following the First Amendment Effective Date, all
references to the Agreement shall mean
the Agreement as hereby amended. Except as expressly set forth
in this First Amendment, the Agreement shall remain unchanged
and in full force and
effect. Terms
not defined herein shall have
the meanings set forth
in the
Agreement. In the event of a conflict between the terms
of this
First Amendment and the terms of
the Agreement, the terms of this
First Amendment shall control. This First
Amendment may be executed in any number of counterparts,
each of which,
when delivered, shall
be an
original and enforceable against any party whose
signature appears on such counterpart,
and all of which together shall constitute one and the
same instrument, and signatures may
be exchanged via facsimile or electronic mail. This First Amendment constitutes the entire understanding and agreement of the parties
with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements
or understandings.
|
|
4.
|
This First
Amendment shall
be construed in accordance with and governed by the substantive laws of the state of New York
without regard to conflicts
of laws provisions. The parties hereby expressly
waive, to the full extent permitted by applicable
law, any
right to trial by jury with respect
to any judicial
proceeding arising from
or related to this
First Amendment.
|
*
* *
EXECUTION
IN
WITNESS WHEREOF, the parties
here to
have executed this
First Amendment as of the First Amendment Effective Date.
DBX ETF Trust
|
THE BANK OF NEW YORK MELLON
|
|
|
|
|
By: /s/ Fiona
Bassett
|
By: /s/ Thomas
Porrazzo
|
Name: Fiona Bassett
|
Name: Thomas Porrazzo
|
Title: Managing
Director
|
Title: Managing
Director
|
Date: 08/30/16
|
Date: 8/30/2016
|
|
|
DBX ETF Trust
|
|
|
|
|
|
By: /s/ Alex Depetris
|
|
Name: Alex Depetris
|
|
Title: Director
|
|
Date: 8/30/16
|
|
M
\Bcllcvuc\Group\GIS
DEL_
LGL_FFLEGALIAGREEMENTS\DBX
ITF Trust\Amcndmcnts\DBX
Fund
Admm and
Accounung Agmt
. Amendment
FIN AL
docx
5
EXHIBIT A TO FIRST AMENDMENT
Exhibit
C to
Fund Administration and Accounting Agreement
BNY MELLON POLICIES
I-A-010:
Code of Conduct (June 20I3)
I-A-035:
Business Conflicts of Interest (Oct I, 2014)
I-A-045:
Personal Securities Trading Policy (March 2014) I-A-046:
Securities Firewall Policy (Sept 29, 2014)
I-A-065:
Gifts, Entertainment and Other Expenses to Commercial Clients,
Suppliers or Vendor (March 2014)
I-A-075: Gifts, Entertainment
and Payments to Governments (August
28, 2014)
1-A-085:
Outside Affiliations, Outside Employment, and Certain Outside
Compensation (Sept 29, 2014)
I-A-095: Political Contributions
(Jan 2014)
I-A-125:
Information Privacy Policy (Aug 19, 2014) I-A-145: Anti-Corruption Policy (Oct 17, 2014)
I-A- 150:
Economic Sanctions Policy (August 2013)
I-A-170: Federal
Reserve Board Regulation W-23A and 23B (August
26, 2014)
I-A-185:
Customer Complaints Corporate Policy (April 15,
2014) I-A-200: Compliance Training Policy (April 17, 2014)
I-A-250:
Global AML and Know Your Customer Policy
Global AML/KYC Manual (Oct I,
2014)
I-A-260:
Policy on Identifying, Investigating and
Reporting Suspicious Activity of US
Based Employees (August 15, 2014)
I-A-270: AML Training
Policy (April 23, 2014)
II-A-20:
Suspicious Activity Reporting for Non-US Based Employees (May 13,
2014) I-D-200: Global Records Management
Policy (Sept 30 2014)
I-L-010: Business Continuity
Policy (Jan 2014)
I-N-310:
Information Protection Policy (Dec
31, 2013)
I-N-320: Information
Classification Policy (Feb 28, 2014)
I-N-320.001:
Information Classification Standards (Feb 28,
2014)
EXHIBIT B TO FIRST
AMENDMENT
Exhibit
D to
Fund Administration and Accounting Agreement
PHYSICAL AND LOGICAL SECURITY
l. TECHNOLOGY
SECURITY MEASURES
|
1.1.
|
BNYM will establish and maintain safeguards
against the improper access
to, destruction, loss
or alteration of its and
any Fund Data. For
clarity, improper access
does not include access in accordance
with the Agreement by only
those members of the BNYM
personnel and BNYM authorized third parties/agents
who need access to
perform the services.
|
|
1.2.
|
Services provided by BNYM are governed
by the BNYM Policies. BNYM
acknowledges receipt of the Fund’s
Information Security
Requirements for Vendors
of Deutsche Bank,
Version 1.1 (the “ISRV”),
and subject to the
exceptions listed in
Attachment D-1 attached hereto,
represents, warrants and
covenants to
the Fund that its information
security program (including the BNYM Policies),
requires a level of
security and controls that are
not materially different from those required in the ISRV. The
information security program will contain
administrative technical
and physical safeguards,
appropriate to the type of information
concerned, designed
to: (i) protect the
security and confidentiality of
such information; (ii)
protect against any anticipated threats
or hazards to the security
or integrity of such
information;
(iii) protect against
unauthorized access to or
use of such information
that could result in
harm or inconvenience
to the Fund or the Account
Parties, and (iv) appropriately
dispose of such information.
On a quarterly basis,
at the Fund’
s request , BNYM
shall notify the Fund whether any material
changes to BNYM’
s information security
program (including the applicable
BNYM Policies) applicable
to the services have
occurred since the
Fund’s
prior request that would effectively
lower the level of
protection of any Fund Data.
Such notice shall also
identify any exceptions
to the ISRV in addition
to those listed in Attachment
D-1 attached hereto. Within
a reasonable period of
time following the Fund’s receipt of
such notice , the
parties shall meet to
discuss the contents of such notice and take
reasonable and appropriate
action to address the
Fund’
s concerns on a mutually
agreeable basis.
|
|
1.3.
|
BNYM will implement and
apply adequate technology security measures
(“Security
Measures”) in providing
the services. Such
Security Measures will at the
minimum address:
|
|
1.3.1.
|
BNYM will
ensure that all BNYM
IT systems are protected
by firewalls at the network
perimeter and have
up-to-date anti-malware
software installed;
if no adequate anti-malware
software is
available
for a system,
BNYM must agree to IT
security requirements for usage
in accordance with BNYM’s current
|
processes
for granting exceptions to BNYM policy. BNYM will ensure
that all servers containing Fund Data are updated to the approved patch level as offered by the vendor of the hardware, operating
system, middleware
(such as databases, run-time environments) and application software in accordance
with BNYM patch management and policy exception management processes. Before an update is deployed
to a production server, it needs to be tested
and approved by the owner of the system.
|
1.3.2.
|
BNYM will have a dedicated
24 x 7 IT team to
respond when reasonably
needed to deal with breaches (or suspected breaches) of security. BNYM
will ensure that this team cooperates with the Fund’s
IT security team,
especially in the case of an emergency.
|
|
1.3.3.
|
If BNYM or any BNYM personnel
becomes aware of an Information Security Incident, then
BNYM will without undue delay notify the Fund.
For purposes of this provision,
an “Information
Security Incident”
means any incident
that results in a loss, unauthorized
change or unauthorized
disclosure of Fund
Data.
|
|
1.3.4.
|
BNYM will separate
all Fund Data from other data as agreed by the parties, including physical
separation or, where
appropriate, logical separation,
by assigning access rights in accordance with the specific responsibilities of
individuals. Exceptions will be considered via BNYM’s
risk acceptance processes.
|
|
1.3.5.
|
BNYM must run a daily backup,
which allows a restore
of all Fund Data
according to the backup procedures contained in the BNY Policies, or as
otherwise requested and
agreed. BNYM must store
backups according
to the relevant BNYM policies and
procedures.
|
|
1.3.6.
|
BNYM will affect daily local
backup of all Fund Data. Storage
media will be securely
stored in a separate building
and will be identifiable to ensure that
the Fund’s
contents can be identified
without an actual reading of the
storage media.
BNYM will handle all storage
media in compliance with
BNYM policy and procedures.
|
|
1.3.7.
|
BNYM will ensure adequate
service continuity,
including disaster recovery planning and regular testing.
|
|
1.3.8.
|
IT operations procedures
(e.g., ITIL) must
incorporate IT security management
processes.
|
|
1.4.
|
BNYM will ensure that the Security
Measures will comply with:
|
|
1.4.1.
|
the BNYM Policies; and
|
|
1.4.2.
|
any other specific security
requirements that BNYM
is notified of by the Fund and upon which the
parties mutually agree.
|
|
1.5.
|
BNYM will ensure that the
BNYM personnel associated with the provision of the services: (i) are familiar with the Security Measures and BNYM Policies and
(ii) comply with
the Security Measures and BNYM Policies. BNYM will ensure that any third parties working on their behalf with access to systems
associated with the provision of the services are familiar with and comply with the Security Measures
and the BNYM Policies.
|
|
2.1.
|
BNYM
is responsible for all access to BNYM systems containing
Fund Data, pertaining to information and data by BNYM personnel and any third parties that are working
on their behalf. BNYM will
manage and administer access to BNYM-operated systems, networks, software and
Fund Data, and BNYM will implement access authorizations
in compliance with the BNYM Policies and BNYM entitlement access provisioning and removal processes.
|
|
2.2.
|
“System
Access” means direct access to BNYM systems containing
Fund Data.
|
|
2.3.
|
BNYM shall maintain records
(including descriptions of roles and responsibilities)
concerning all BNYM personnel who have
been given System Access (including historical records of all BNYM personnel who have been given System Access in the past but
who no longer have System Access) (the “Access Data”)
to any Fund Data. If an Information Security Incident occurs, BNYM
will provide the
Fund,
upon request and mutual agreement with the Fund,
with such Access
Data as well as audit trails
for any System Access by BNYM personnel, and
shall store and handle all Access Data
as securely as reasonably possible (the degree of security required for storage
will reflect the sensitivity and confidential nature of the information
recorded). Such
records shall be
maintained in accordance with BNYM
Policies.
|
|
3.1.
|
The BNYM Client Service Officer
will coordinate and manage
technology security issues
with respect to the services.
|
|
3.2.
|
The parties shall discuss security
as a recurring topic during
regular meetings between the parties.
|
|
3.3.
|
BNYM will perform regular
security testing of Internet
facing applications relevant to
the services provided
and in compliance with the BNYM Policies. BNYM will engage in
discussions with the Fund as part of the governance meetings and provide
a written
summary which the
Fund shall treat such summaries as
confidential information per the terms of the Agreement. A written summary
shall comprise of
the following:
|
|
•
|
Who performed the test (name of
the vendor or BNYM)
|
|
•
|
A description of which
object was
tested
|
|
•
|
A description of the scope
of the test (e.g., infrastructure , authentication,
authorization, session handling, use of cryptography, information leakage,
input validation and output encoding, application logic, error handling and logging and/or availability)
|
|
•
|
When the test was conducted
|
|
•
|
Summary number of findings
per BNYM ratings (critical, high,
medium, low) detected by the penetration test (or, in
case of a re-test whether or not the previously raised finding could be closed) and summary
status (number closed, open}
|
|
4.
|
IDENTIFIED SECURITY RISK
|
|
4.1.
|
BNYM shall monitor and investigate
(which may include
intrusion detection,
IT operations and security monitoring systems) risks
which could adversely affect
the integrity, confidentiality
or availability of the systems or
networks used in connection with the provision of the services (a “Security
Risk”).
This also includes cases
of lost or stolen
IT equipment (including servers, desktop/note
book PC clients or portable storage media,
including hard drives, memory cards and CDs/DVDS/BlueRay Disks) which
contains, or might contain,
any Fund Data.
|
|
4.2.
|
If BNYM
identifies a Security
Risk it will, to
the reasonable extent possible, immediately take appropriate steps to prevent or mitigate damage to
the services, the systems
or networks associated with the
provision of the services, and it will
communicate the existence of significant Security Risk to
the Fund’s agreed point of contact within
a suitable timeframe which will
endeavor to be within
twenty-four (24)
hours of the confirmation of a significant risk.
|
|
4.3.
|
If the Fund becomes aware
of a Security Risk
then the Fund may take any action necessary to mitigate the Security
Risk including informing the
BNYM Client Service
Officer of the Security
Risk and obtain assistance
to mitigate the Security Risk.
|
|
4.4.
|
If, after investigation
of a Security Risk, the Fund reasonably determines that the Security Measures need to be amended, BNYM will
mutually agree on
any actions reasonably required
by the Fund directed at mitigating the Security Risk to an acceptable level.
If they cannot agree on
a plan, the matter shall
be escalated to senior
management for further discussion and review.
|
5. PHYSICAL
SECURITY ADMINISTRATION
|
5.1.
|
Where
BNYM uses or visits
locations and facilities at
the Fund’s
premises, BNYM
will comply,
and will procure
BNYM personnel’s
compliance, with the requirements of this
Schedule III in relation to physical security and the relevant policies in place in relation to such premises.
|
|
5.2.
|
Where BNYM uses other locations
and facilities to
support the provision of services to
the Fund, BNYM’ s
responsibilities include:
|
|
5.2.1.
|
providing security processes,
facilities, equipment and software that will meet or exceed the requirements or standards set out in the BNYM Policies ;
and
|
|
5.2.2.
|
upon request, providing
any relevant assurance to the Fund, its representative(s) and/or
regulatory agencies, in the form and
substance requested, that all facilities operate to the standard expected
in accordance with the BNYM Policies.
|
|
6.
|
SECURITY ADMINISTRATION
|
|
6.1.
|
BNYM will, in connection with
the BNYM systems
used to provide the services :
|
|
6.1.1.
|
review all documented information
security procedures with the Fund pertaining to BNYM-operated systems;
|
|
6.1.2.
|
develop, maintain, update
and implement security procedures in accordance with BNYM’s change management processes;
|
|
6.1.3.
|
monitor users of BNYM‘
s systems and services
for authorized access, and monitor, review
and respond in
a timely and appropriate manner to access violations according to BNYM processes;
|
|
6.1.4.
|
conduct periodic reviews,
as appropriate, to validate individual
employee access to programs and libraries following BNYM processes;
|
|
6.1.5.
|
capture data regarding routine
access and exceptions for audit trail purposes in accordance with the BNYM Policies,
at a minimum;
|
|
6.1.6.
|
perform security audits,
provide incident investigation support and initiate corrective actions to
minimize and prevent
security breaches;
|
|
6.1.7.
|
maintain reasonable summary
reports on relevant violation
and access attempts,
and retain documentation of
the investigation;
|
|
6.1.8.
|
install, update and
maintain software
that will provide security
monitoring ,
alarming and access tracking functionality for BNYM-operated systems
and software following BNYM change control and management procedures ;
|
|
6.1.9.
|
provide security access control
tools for data, software
and networks in compliance with the BNYM Policies, at
a minimum, and maintain such security and access
control devices in proper working
order;
|
|
6.1.10.
|
establish and administer
procedures to monitor and
control remote data communication access to Fund Data;
|
|
6.1. 11.
|
establish and administer
procedures and mechanisms to monitor and control secure Internet/Intranet
access to Fund Data, including firewall servers and
|
Internet/Intranet development controls designed to produce secure
architectures;
|
6.1.12.
|
develop, implement
and maintain a set of
automated and manual processes designed to
enforce BNYM data access and
security policies and
the BNYM Policies;
|
|
6.1.13.
|
establish procedures,
forms and approval
levels for assigning,
resetting and
disabling IDs and passwords
used for data or system access by authorized BNYM
personnel, and execute all related
administration for user identification
(IDs) and passwords
in compliance with the BNYM Policies.
BNYM is responsible
for all related administration for user
IDs and passwords;
|
|
6.1.14.
|
via periodic
IT processes, identify accounts
that should be removed
and instances where capacity management needs
to be performed;
|
|
6.1.15.
|
ensure system
password changes occur
in accordance with
the BNYM Policies;
|
|
6.1.16.
|
perform backup and recovery procedures in
response to security violations that result
in lost/damaged information;
|
6.1.17. respond
to all security audit requests from
any relevant regulators;
|
6.1.18.
|
cooperate and assist the Fund and/or
representatives of the Fund with
reasonable and relevant tests
subject to mutual agreement;
|
|
6.1.19.
|
BNYM will
use encryption mechanisms
in accordance with the BNYM Policies;
|
|
6.1.20.
|
BNYM will
ensure that wireless access to their network infrastructure is only
available for authorized devices and that procedures exist
to identify any unauthorized network
access points; and
|
|
6.1.21
|
in case
BNYM will use any
non-anonymized Fund Data for testing, the
test environment will
be treated with the
same security features as the production environment. This
applies especially, but is
not limited to, technical
and organizational access control,
access logging and
monitoring, and data encryption.
|
EXHIBIT
C TO FIRST AMENDMENT
Attachment
D-1
ISRV
Exception List
ISRV
Reference
|
BNYM Exception
|
VG-0601-01
|
BNYM policy and standard controls are based upon industry best practice. Personal computing devices can be utilized (for example; Laptops, iPads, mobile devices, BYOD solutions) providing authorized and with a business justification. Security is provided in accordance with BNYM Policy and Standards including, but not limited to, secure container solutions (e.g. GOOD); Citrix remote access; Internet based secure solutions (e.g. NETx360, WB, Connect).
|
VE-0701-01
|
BNYM confirms
locations
of relevant
system locations and
provides control
verification
within, relevant
SOCI and CMITs SSAEl6 documents.
Accordingly BNYM consider themselves compliant to the spirit
of this control.
However, BNYM has slated ‘Partial’ compliance
to draw attention
to the Fund
that the locations
of BNYM
application infrastructure is defined
by BNYM and not by
agreement with
BNYM clients.
|
VG-I001-01
|
BNYM has logical access control separation in place and segregation is inherent to our system design. BNYM has implemented an access methodology which is based on “need to know” and least privilege which is approved by management. BNYM clients using the same application are logically separated. BNYM program is enterprise wide and not client specific and therefore, not open to individual client agreement.
|
VG-1008-03
|
‘Partial’ compliance has been stated as in formation will not be transferred by fax unless otherwise contemplated in any contractual arrangements between BNYM and the Fund.
|
VE-1105-02
|
BNYM does display last log in date and time, however BNYM does not display ‘Contact your administrator if incorrect’. As a mitigating control BNYM has regular security and risk management education training and awareness which minds all employees to act upon their, suspicions and report anomalies. This is further supported within formal business Incident Reporting procedures.
|
ISRV
Reference
|
BNYM Exception
|
VG-1105-09
|
BNYM
policies are based on
industry best practices. Password complexity has been implemented per policy.
Our
current password policy for application used by DB (AccessEdge)
includes the following criteria:
1.
Password may not contain significant
portion of UID or UID in reverse
2.
Password may not contain significant
portion of First Name:
or First name in reverse
3.
Password may not contain significant
portion of Last Name·
or Last name in reverse
4.
Password may
not contain significant
portion of Common Name or Common name in
reverse
5.
Password may not contain a sequence of 3 identical
character
6.
Password must be at least
8 characters in length
7.
Password must not be reused
8.
Password must contain at least 1 alpha
character
9.
Password must contain at least
1 numeric character
Partial
compliance is stated
as BNYM
does not require ‘Special Characters’ by policy
mandate.
|
VE-1204-02
|
BNYM has
policy and standard controls
stated in regard to production
data
in
non-production environments.
As per production,
BNYM implements
logical access controls in test
systems based on need
to know and least
privilege. Please note that
Pershing
UK and US do comply with
this control as they obfuscate
data in non-production environments. In regard
to providing
copies of data to third
parties, BNYM will comply
with the relevant non-disclosure and other related
contractual requirements
agreed by BNYM and
the Fund. BNYM program is enterprise
wide and not client specific and therefore,
not open to individual
client agreement.
|
VE-1206-01
|
BNYM has policy and standard controls stated in regard to vulnerability scanning. The CMITS SSAEl6 provides annua1 control testing and BNYM ISO27001:2013 ISMS certification covers vulnerability and patch management. Partial compliance is stated as BNYM program is enterprise wide and not client specific and therefore we do not permit clients to request on-demand vulnerability scans
|
VE-1502-01
|
BNYM has policy and standard controls stated in
regard to
penetration testing of internet facing applications and infrastructure. The
CMITS SSAE16 provides
annual control testing. Partial compliance
is stated
as BNYM program is enterprise w, ide
and not client specific and therefore not open to individual client
agreement. Details of BNYM Ethical Hack
testing results
including potential remediation dates are not shared outside of BNYM.
|
Exhibit (h)(4)
AMENDMENT TO
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
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”).
WHEREAS, the
parties wish to amend the Agreement as set forth below:
NOW THEREFORE,
in consideration of the mutual agreements herein contained, the parties agree as
follows:
l.
|
Exhibit A is replaced in its entirety with the attached Exhibit A dated as
of the date of this amendment.
|
|
2.
|
|
Except as specifically amended hereby, all other terms and conditions of the Agreement shall remain in
full force
and effect.
|
3.
|
|
|
|
This Amendment may be executed in multiple counterparts, which together shall
constitute one instrument.
|
IN
WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers and
their seals to be hereunto affixed, all as of the day and year first above written.
By: /s/ Freddi Klassen
on behalf of the Trust and each portfolio/series identified on Exhibit A
attached hereto
Name: Freddi Klassen
Title: CEO & President
THE BANK OF NEW YORK MELLON
By: /s/ Thomas Porrazzo
Name: Thomas Porrazzo
Managing Director
EXHIBIT A
List of Funds/Portfolios
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
DBEM
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers MSCI United Kingdom Hedged Equity ETF
|
DBUK
|
Xtrackers MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers MSCI Asia Pacific ex Japan Hedged Equity ETF
|
DBAP
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers MSCI All China Equity ETF
|
CN
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtraekers MSCI Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers Eurozone Equity ETF
|
EURZ
|
Xtrackers German Equity ETF
|
GRMY
|
Xtrackers CSI 300 China A-Shares Hedged Equity ETF
|
ASHX
|
Xtrackers FTSE Developed ex. US Comprehensive Factor ETF
|
DEEF
|
Xtrackers Russell 1000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
DEMO
|
Xtrackers Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackcrs Barclays International High Yield Bond Hedged ETF
|
IHIY
|
Xtrackers USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers iBOXX Emerging Markets Quality Weighted Bond ETF
|
EMBQ
|
Xtrackers Low Beta High Yield Bond
|
HYDW
|
Xtrackers High Beta High Yield Bond
|
HYUP
|
Xtrackers Managed Downside Volatility US Large Cap ETF
|
AMDV
|
Xtrackers Managed Downside Volatility Developed International ETF
|
EFDV
|
Xtrackers Managed Downside Volatility All World ETF
|
AWDV
|
Xtrackers FTSE Developed Europe Comprehensive Factor ETF
|
DEEU
|
Xtrackers FTSE Japan Comprehensive Factor ETF
|
DEJP
|
Xtrackers FTSE All World ex US Comprehensive Factor ETF
|
DEAW
|
Xtrackers Bloomberg Barclays Global Aggregate Bond ETF
|
ALLB
|
Xtrackers iBOXX USD Corporate Yield Plus ETF
|
YLDP
|
Xtrackers Short Duration High Yield Bond ETF
|
SHYL
|
Xtrackers 0-1 Year Treasury ETF
|
TBLL
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
PACA
|
Xtrackers MSCI EAFE ESG Leaders Equity ETF
|
EASG
|
Xtrackers Russell 1000 US QARP ETF
|
QARP
|
Xtrackers FTSE All World ex US Quality at a Reasonable Price ETF
|
TBD
|
Xtrackers United Kingdom Equity ETF
|
BRIT
|
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF
|
ACSG
|
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF
|
EMSG
|
Exhibit (h)(5)
SECOND AMENDMENT TO THE
FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
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" ).
BACKGROUND:
|
A.
|
WHEREAS, the Trust and BNY
Mellon are parties to the Fund Administration and Accounting Agreement
dated as of January 31, 2011 and amended as of August 30, 2016 (the "Agreement" ), as amended from time to time ;
|
|
B.
|
WHEREAS, the Trust desires that BNY
Mellon provide the investment company reporting modernization services
described in this Amendment;
|
|
C.
|
WHEREAS, capitalized terms used in this Amendment shall have
the meanings set forth in the Agreement unless otherwise defined herein, and all forms and rules referenced herein are in reference
to forms and rules promulgated under the Investment Company Act of 1940, as
amended; and
|
|
D.
|
WHEREAS, the Trust and BNY Mellon desire to amend the Agreement
with respect to the foregoing;
|
TERMS:
NOW, THEREFORE, in consideration
of the premises and mutual covenants herein contained, the Parties hereto agree as follows:
A.
|
|
Section 2. of
the Agreement "Representations and Warranties" is hereby amended as follows:
|
(i) Reference to "Schedule
III" is hereby added to paragraphs 2.(a)(iv) and 2.(b)(iv).
B.
Section 4. of the Agreement "Duties and Obligations of BNYM." is hereby amended
as follows:
(i)
(iii) is added to paragraph 4.(a) to read "the reporting modernization services set
forth on Schedule Ill hereto ."
|
(ii)
|
Reference to "Schedule III" is hereby
added to paragraphs 4.(c), 4.(k) and 4.(1).
|
|
C.
|
Schedule I to the Agreement is hereby amended and supplemented as follows:
|
|
(i)
|
References to "Form N-SAR" and Form N-Q in Section 3 are hereby deleted.
|
|
(ii)
|
Reference to "Form N-PORT ' and "Form N-CEN" in Section 3 arc hereby added.
|
|
D.
|
New Schedule Ill to the Agreement is hereby added as follows: "Reporting Modernization
Services:
|
l. BNY
Mellon shall provide the following services to the Trust for the Funds identified on Exhibit A to the Agreement:
l.l
As selected by the Trust, BNY Mellon shall provide services following a full service operating model. This operating model requires
BNY Mellon to include the actual filing of the below reports as part of the services noted below.
l.2
FORM N-PORT. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information
related thereto, will, or will cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission
of Form N-PORT; (ii) prepare, on a monthly basis, Form N-PORT; and (iii) file Form
N-PORT with the United States Securities and Exchange Commission ("SEC").
1.2.1 The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon and the Trust
in advance of the preparation of the initial Form N-PORT pursuant to this Amendment.
1.2.2 Unless
mutually agreed in writing between BNY Mellon
and the Trust,
BNY Mellon will use the same layout and format for every successive reporting period for Form N-PORT.
1.3
FORM N-CEN. BNY Mellon, subject to the limitations described herein and its timely receipt of all necessary information
related thereto, will, or will
cause the Print Vendor to: (i) collect, aggregate and normalize the data required for the submission of Form N-CEN; (ii)
prepare, on an annual basis, Form N-CEN;
and (iii) file Form N-CEN with the SEC.
1.3.1
The timely receipt of necessary information referred to above will be determined by mutual agreement of BNY Mellon
and the Trust in advance of the preparation of the initial Form N-CEN pursuant to this Amendment.
|
1.3.2
|
Unless mutually agreed in writing between BNY Mellon
|
and the Trust, BNY Mellon will use the source for
obtaining the
information and method
for performing the required calculations for every successive reporting period for Form N-CEN.
1.4
Fixed Income Risk Analytics. BNY Mellon shall calculate
the portfolio and security-level risk metrics required within Form N-PORT and Form N-CEN (referenced above).
2.
BNY Mellon has entered into an agreement with a financial
printer (the "Print Vendor") for the Print Vendor to provide to BNY Mellon
the ability to generate the reports described herein for its clients. The Trust acknowledges that BNY Mellon will be unable to
perform the related services described in this Schedule 1lI unless an agreement between BNY Mellon and the Print Vendor for the
provision of such services is then-currently in effect. In the event that BNY Mellon is unable to provide such services as contemplated
herein due to an inability to contract with a Print Vendor to provide the necessary functionality to support such services, BNY
Mellon will provide the Trust with immediate notification of such event. For the avoidance of doubt, the protections afforded to
BNY Mellon in section 4(o) of the Agreement cover such unlikely event, and BNY Mellon will not be held responsible for the inability
to perform the related services described in this Schedule III.
3.
The Trust, in a timely manner, shall review
and comment on, and, as the Trust deems necessary, cause its counsel and/or accountants to review and comment on, each report
described herein. The Trust shall provide timely sign- off of, and authorization and direction to file, each such report. BNY
Mellon is providing the services related to the filing of such reports based on the acknowledgement of the Trust that such
services, together with the activities of the Trust in accordance with its internal policies, procedures and controls, shall together
satisfy the requirements of the applicable rules and regulations for each such report. For the avoidance of doubt, the protections
afforded to BNY Mellon in section 4(o) of the Agreement cover the failure
of the Trust to provide timely sign-off of, and authorization and direction to file, and BNY Mellon will not be held responsible
for the inability to perform the related services described in this Schedule III in a timely manner.
4.
For such time as the Agreement remains in effect, BNY Mellon shall be responsible for the retention of the filed reports described
herein in accordance with any applicable rule or regulation.
6.
The services described herein are not, nor shall they be
construed as constituting, legal advice or the provision of legal services for or on behalf of the Trust or any other
person. The provision of the services does not establish nor is it intended to establish an attorney-client relationship between
BNY Mellon and the Trust or any other person.
7.
As compensation for the services described herein, the Trust will pay
to BNY Mellon
such fees as may be
agreed to in writing by the Trust and BNY Mellon.
In turn, BNY Mellon
will be responsible
for paying the Print Vendor's fees. For the avoidance of doubt, the
fees charged by the Print Vendor will not equal the fees charged by BNY
Mellon, nor shall
such fees be considered an out-of-pocket expense, BNY Mellon
anticipates that the fees it charges hereunder will be
more than the fees charged to it by the
Print Vendor."
|
E.
|
Exhibit A to
the Agreement: is hereby deleted and replaced in its entirety with Exhibit A attached
here to.
|
|
(a)
|
As hereby amended and
supplemented, the Agreement shall remain in full force and
effect. In the event of a conflict between the terms of this Amendment and the terms of the Agreement, the terms of this Amendment
shall control with respect to the services described herein.
|
|
(b)
|
This Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. The facsimile signature of any party to this
Amendment shall constitute the valid and binding
execution hereof by such party.
|
|
(c)
|
If any
provision or provisions of this Amendment shall be held to be
invalid, unlawful or unenforceable, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
|
(Signature page follows.)
IN WITNESS WHEREOF,
the Parties hereto have caused this Amendment to be executed by their duly authorized
officers designated below.
By: /s/Michael Gilligan
on behalf of the
Trust and each portfolio/series identified on Exhibit A attached hereto
on
behalf of the Trust and each portfolio/series identified
on Exhibit A attached hereto
Name: Freddi Klassen
Title: CEO & President
THE BANK OF NEW YORK MELLON
By: /s/Thomas
Porrazzo
Name: Thomas Porrazzo
Title:
Managing Director
Date:
05/22/18
EXHIBIT A
Portfolio Name
|
Ticker
Symbol
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
DBEM
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers MSCI Brazil Hedged Equity ETF
|
DBBR
|
Xtrackers MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers Municipal Infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers MSCI United Kingdom Hedged Equity ETF
|
DBUK
|
Xtrackers MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers MSCI Asia Pacific ex Japan Hedged Equity ETF
|
DBAP
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers MSCI Mexico Hedged Equity ETF
|
DBMX
|
Xtrackers MSCI All China Equity ETF
|
CN
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers MSCI EAFE Small Cap Hedged Equity ETF
|
DBES
|
Xtrackers Eurozone Equity ETF
|
EURZ
|
Xtrackers German Equity
ETF
|
GRMY
|
Xtrackers MSCI China A Inclusion Equity ETF
|
ASHX
|
Xtrackers FTSE Developed ex US Comprehensive Factor ETF
|
DEEF
|
Xtrackers Russell 1000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
DEMG
|
Xtrackers Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers
Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackers
USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers Low Beta High Yield Bond
|
HYDW
|
Xtrackers High Beta High Yield Bond
|
HYUP
|
Xtrackers Short Duration High Yield Bond ETF
|
SHYL
|
Xtrackers Russell 1000 US QARP ETF
|
QARP
|
Exhibit (h)(6)
CAPITAL GAINS TAX REPORTING SERVICE AGREEMENT
This Agreement is made the 13th day of August 2019.
BETWEEN
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”).
WHEREAS:
|
(A)
|
The Trust
and BNYM are parties
to a Fund Administration and
Accounting Agreement dated as
of January 31,
2011, as amended {the “Accounting
Agreement”) in respect of the
Funds listed in Appendix II
hereto under which BNYM has
agreed, at the request of
the Trust, to provide
certain services to the
Funds.
|
|
(B)
|
BNYM has
agreed, at the
request of the Trust, to
arrange for the
provision of a Capital Gains Tax Reporting
Service (the “CGT Reporting
Service”) to the Funds with
respect to the
Indian market securities held
in their portfolios.
|
NOW IT IS HEREBY AGREED
as follows
Provision of Capital Gains Tax Reporting Service
|
1.
|
The Trust
hereby appoints
BNYM in respect
of the
Funds and BNYM agrees
to arrange for
the provision by an
agent or subcontractor of BNYM (“Agent”)
of the CGT Reporting Service as
more particularly described in the
Appendix I hereto on the
terms and subject to the
provisions hereof.
|
|
2.
|
The Trust
acknowledges and agrees that
BNYM does not provide taxation advice.
BNYM gives no warranty, express or
implied, as to
the accuracy, correctness and completeness
of any information supplied
by it to
any third party
vendors (excluding any Agent)
that provide data
or information (“Third Party
Sources”) in connection with the
provision of the CGT Reporting
Service.
|
3.
|
|
BNYM’s computations
hereunder rely in whole and
in part upon information from
Third Party Sources, including
without limitation, values of securities, accruals
of interest or earnings thereon,
and foreign currency exchange rates,
from a pricing or similar service, and
expenses notified to it
in its role as service
provider to each
Fund. With respect
to the information
provided by Third
Party Sources, BNYM shall
not
be
responsible
for, under any duty
to inquire
into, or deemed to make
any assurances
with respect
to
the
accuracy or completeness of
such information and shall be
entitled to rely absolutely
on and
shall have no
liability for the accuracy
or validity
of such
information.
|
|
4.
|
BNYM may
in its
reasonable
discretion and upon reasonable written
notice to the
Trust
setting
out the reasons
therefor, suspend the
provision
of the
CGT Reporting Service with
respect
to a Fund. A
Fund
|
to
which such a suspension relates
shall not be responsible for
any fees during such
a suspension of the CGT Reporting
Service.
|
5.
|
Any deliverables
by BNYM and
the Agent may only
be used for
the purpose for which
they were originally provided,
that is, to support capital gains tax
risk monitoring and accruals
services for the Funds and may be
used by the Funds to
apply capital gains tax accruals in
fund accounting. They may
not be quoted
or referred to
or used for
any other purpose, nor made available
to any third party
without BNYM's prior written consent.
|
|
6.
|
BNYM may
appoint Agents, including affiliates of
BNYM, on such terms and
conditions as it deems appropriate
to perform the
CGT Reporting Service hereunder. Except
as otherwise specifically
provided herein, no such
appointment will discharge BNYM from its
obligations hereunder. The Trust acknowledges and
agrees that BNYM shall have the
right to share data
with any such Agent to the extent
such data is necessary
and applicable to
the CGT Reporting Service.
BNYM shall remain responsible for
all activities of such Agents, to
the same extent as
if such activities were performed
by BNYM, and
for purposes of
this Agreement, such activities shall be
deemed work performed by
BNYM.
|
Charges
|
7.
|
In consideration of
BNYM providing the CGT
Reporting Service, each Fund shall
pay BNYM such fees
and expenses as
are agreed to
from time to
time in writing.
|
Liability
|
8.
|
BNYM shall exercise
the skill and care appropriate to
a prudent professional service provider engaged in
the provision of the
CGT Reporting Service in the
performance of its
duties under this Agreement. Except to
the extent arising out
of BNYM's negligence, bad
faith or willful misconduct,
BNYM and its
directors, officers, affiliates, employees and
agents shall have no liability for the
accuracy, timeliness, completeness or correctness
of information supplied to or
relied upon by any party
pursuant to the provision
by it of the
CGT Reporting Service
or for delays or
interruptions in the
provision by it of
the CGT Reporting Service. In no event shall BNYM
be liable for any
special, indirect or consequential loss
or damages that may be
incurred by the Funds or
their shareholders arising out of the provision
by BNYM of
the CGT Reporting Service
even if BNYM has
been advised of the
possibility of such
loss or damages. A number of
claims arising out of the
same event or a series
of events shall be
deemed to be a single
claim.
|
Indemnity
|
9.
|
The Trust
shall indemnify, defend and
hold harmless BNYM and its
affiliates, including their respective officers,
directors, employees and
agents, from and
against any and
all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and
costs (including legal fees)
resulting from or arising out of
the provision of the
CGT Reporting Service by BNYM or
its Agents to
the Funds; provided, that
the Trust shall not
indemnify BNYM and its
affiliates for their
costs, claims damages or liabilities
for which BNYM is
liable under Section 8 hereof.
It is expressly
acknowledged and agreed that
the obligations of the
Funds hereunder shall not be binding
upon any of the
shareholders, trustees, officers, employees
or agents of
the Trust, personally,
but shall bind
only the trust
property of
the Trust, as
|
provided
in its Charter (as
defined in the Accounting Agreement). The
execution and delivery of this Agreement
shall have been authorized by the
Trustees of the Trust and signed
by an officer of the
Trust, acting as such, and
neither such authorization by such Trustees
nor such execution
and delivery by such
officer shall be
deemed to have
been made by any
of them individually or
to impose any liability
on any of
them personally, but shall bind only the
trust property of
the Trust as provided
in its Charter.
Force Majeure
|
10.
|
BNY Mellon shall not
be responsible for delays or errors
which occur by reason of
circumstances beyond its control
in the performance of
its duties under this Agreement, including, without limitation, labor difficulties
within or without BNYM, flood or
catastrophe, acts of God, failures of
transportation, interruptions, loss or malfunctions of
utilities, communications or computer (hardware or
software) services. BNY Mellon will use
commercially reasonable efforts, as
contemplated by Section
4(p) of the Accounting
Agreement, to minimize and cure
the effect of such
event and shall promptly notify the Funds
upon the occurrence of such event.
|
Confidentiality
|
11.
|
Each party
acknowledges and agrees on behalf of
itself, its affiliates and agents that
it shall ensure that information provided
to it by
the other party to
this Agreement pursuant to the terms
of this Agreement shall be held
in strict confidence save for
the purposes contemplated in
Appendix I hereto and shall not be
disclosed lo third parties other
than as contemplated
by this Agreement or
as required by applicable
law, rule, regulation, requirement of any
law enforcement agency, court order or
other legal process or at
the request of
a regulatory authority.
|
Term and Termination
|
12.
|
This Agreement shall commence
as of the
day and year first above
written with respect
to the Funds and shall continue thereafter
with respect to
the Funds unless terminated by the
Trust or BNYM on 90
calendar days’ prior written notice.
Notwithstanding the above, the Trust
or BNYM shall have the
right to immediately terminate this Agreement
with respect to
the Funds in the
event of any
material breach of
this Agreement by
the other party.
|
General
13.
|
|
(a)
|
This Agreement shall not
be modified in any
way except in
writing signed by
BNYM and the Trust
to be bound and
may not be
assigned by the Trust without the
prior written consent
of BNYM or by BNYM without the
prior written consent
of the Trust.
|
(b)
|
|
If any provision of this Agreement (or any portion thereof) shall be invalid,
illegal or unenforceable, the validity, legality or enforceability of the
remainder of this Agreement
shall not in any way be
affected or impaired thereby.
|
(c)
|
|
All notices shall be in
writing and shall be hand delivered
or forwarded by
registered or certified
mail (with a copy
e-mailed to the Trust)
and sent to
the parties at
the addresses set
forth below (as such address
may subsequently be changed
by a party by
written notice to the
other party):
|
if to
the Trust:
DBX ETF Trust
345 Park Avenue
New
York, New York 10154
Attention: Mr. Freddi Klassen
with a
copy to:
dbx.advisors@list.db.com
if to
BNY Mellon:
BNY Mellon
2 Hanson Place
Brooklyn, NY
11217
Attention: ETF Operations
with
a copy to:
The
Bank of New
York Mellon 240
Greenwich Street
New York, New York 10286
Attention: Legal
Dept. - Asset Servicing
|
(d)
|
The headings
in this Agreement are intended for
convenience of reference and
shall not affect its
interpretation.
|
|
(e)
|
Each party
hereto represents and warrants that:
(i) it is
duly organized, validly existing and in good
standing in its jurisdiction of
organization; (ii) it has the requisite
corporate power and
authority to enter into and to
carry out the transactions contemplated
by this Agreement; and
|
(iii)
the individual executing this
Agreement on its behalf
has the requisite
authority to bind it
to this Agreement.
(f) This
Agreement shall be governed
by and construed in
accordance with the
laws of New
York.
|
(g)
|
Each party's
continuing obligations under this Agreement including, without limitation, those relating
to “Liability/Indemnity” and
“Confidential information” shall survive the termination of
this Agreement.
|
|
(h)
|
This Agreement constitutes the
sole and entire agreement between the
Trust and BNYM with respect
to the matters dealt
with herein, and it
merges, integrates and
supersedes all prior
and contemporaneous discussions, agreements and understandings between
such parties, whether oral or written,
with respect to
such matters. This
Agreement may be signed in
counterparts.
|
IN
WITNESS WHEREOF, and intending
to be bound hereby, the parties
have executed this Agreement as
of the day and year first above written.
DBX ETF TRUST, on behalf of the Funds (series)
set forth on APPENDIX II HERETO
By: /s/Freddi Klassen
Name: Freddi Klassen
Title: President
THE BANK OF NEW YORK MELLON
By: John Silano
Name: /s/John Silano
Title: Director
APPENDIX I
Schedule of Services
General
The
Trust shall advise BNYM of those of
its Funds that are
in scope for the
CGT Reporting Service and shall also advise
BNYM of the name and contact
details of each such
Fund's Indian Tax
Agent. As of the date
of this Agreement,
the Funds listed in
Appendix II hereto have
been identified to BNYM
for the provision of
the CGT Reporting Service. This
Appendix shall be updated from
time to time with
respect to a Fund by
written agreement between the
Trust and BNYM.
The following services will be provided for the Funds:
The CGT Reporting Service:
|
-
|
Daily monitoring of the estimated capital
gains tax exposure
in the jurisdiction(s) as
listed in Appendix
II in the form
of a written report
(each a “Report”
or “Deliverable”).
|
|
-
|
The Report
will provide
a summary of capital
gains arising to the Funds listed
in Appendix I from unsold securities
and the relevant estimated taxes on the
net unrealized gains, applying the local
tax rules for the
particular jurisdictions in scope.
|
|
-
|
The Report
will apply the relevant
tax rates applicable, taking
into account period
of holding, turnover, entity type, residency,
etc.
|
|
-
|
The Report
will apply the
relevant tax lot methodology (e.g. First In First Out
for India) for each
jurisdiction.
|
|
-
|
The Report
will apply
the appropriate
local tax
rules to
each corporate
action (e.g. bonus
issues, demergers etc.).
|
|
-
|
The Report
will apply the relevant loss
relief rules applicable for each
jurisdiction (e.g. in India, set
off of carried
forward short term losses in
priority against short term
gains, then against long term
gains - with appropriate adjustment of
the relevant tax rates).
|
|
-
|
Any changes to
the scope of work requested by
the Trust in
the course of this engagement will
be agreed between
the Trust and BNYM in
writing by way
of updating this Appendix I.
Any such changes
will be subject
to the terms
set out in
this Agreement.
|
Excluded services include, but are not limited to,
the following items:
|
-
|
The Trust is
responsible for registering the Funds
in foreign countries where
applicable e.g. as Foreign Portfolio Investors
(FPls) in India;
|
- The
services provided do
not constitute any legal advice.
|
-
|
Irrespective
of any
other provision
of this
Agreement, there is
no duty
for BNYM to
(i) identify any error or omission
in the information or
documentation provided by any Fund or
any Third Party Source
that does not constitute a manifest
error or omission; or
(ii) verify, or validate the
accuracy of such information or
documentation.
|
|
-
|
The decision as
to whether or not
a capital gains tax accrual is
made, and for what
amount, remains completely the
responsibility of the
applicable Fund.
|
The
provision of the
CGT Reporting Services covered by
this Agreement is subject to the following
assumptions and dependencies:
|
•
|
Given the
rapidly changing environment for investment funds, BNYM confirms that
it shall diligently monitor changes in
law or tax authority guidance and
act consequently on a “reasonable
effort” basis.
|
|
•
|
It is
the responsibility of
the Trust to inform BNYM of
all changes incumbent to structure or
holdings of the Funds that
could affect any of
the CGT Reporting Service
in the chosen
jurisdictions. It is furthermore
the Trust's responsibility to ensure that
the information and documents required
for the accomplishment of
the CGT Reporting Service in
the chosen jurisdictions are provided
to BNYM within a pre-agreed timetable.
|
|
•
|
BNYM shall not
be held responsible for delays in
the production or the
submission of the daily Report
resulting from delays in the execution
of related tasks
by other parties, except
with respect to Agents.
BNYM shall not assume any liability
of whatever kind if through a fault of
a Third Party Source or because of
a failure of the Trust
to communicate the relevant information
or documents in a timely manner, it
has been unable to
perform the relevant submissions
within the applicable time limits. However,
subject to the
aforementioned, BNYM shall remain
responsible for its own
timely and responsive delivery of the
CGT Reporting Service.
|
|
•
|
For the
avoidance of
doubt, it is
expressly agreed that BNYM shall act
at all times under any legally permitted and reasonable directions of
the Trust with
respect to the
subject matter of
this Agreement and shall refer to
the Trust for
any matter requiring a management decision.
|
|
•
|
BNYM undertakes to
provide the CGT Reporting Service as described
herein, within the regulatory timeline,
and at the
latest in compliance with
the legal provisions of the applicable
jurisdictions. If, however, these
deadlines should be
shortened, e.g. as a result of
a change in current legislation, BNYM undertakes to
make all reasonable efforts to
meet these revised deadlines.
|
The parties' further responsibilities
|
•
|
The
Trust will provide the
information at Appendix Ill in order to
allow BNYM to set up the
Funds for the
CGT Reporting
Service.
The Trust shall
respond promptly
to any request
for information both
before and after the commencement of
the work.
|
|
•
|
The Trust
is responsible for
its representations and for
disclosure of information
relating to the Funds
that might affect
the ultimate outcome of the
procedures. This also applies to events and issues which become
known before or after the
commencement of the work
(e.g. the merger of
a Fund and/or the liquidation of a Fund);
whereas this kind of information
should be provided as soon
as reasonably practicable after
the relevant decision of
the Board of
Directors or Trustees or similar governing
body of the
Trust is made.
|
|
•
|
The Trust
agrees to
provide all information in its
possession that may be
of material relevance to BNYM carrying
out the CGT Reporting
Services.
|
|
•
|
Should BNYM not
be able to perform
any of the CGT
Reporting Service due to lack
of suitable information, BNYM will
inform the Trust as
part of the reporting. BNYM takes
no responsibility for information
that has not been
disclosed in the pre-agreed timetable.
|
|
•
|
BNYM shall
provide the CGT
Reporting Service in compliance with
the terms of
the Accounting Agreement.
|
APPENDIX II
List of Funds and Tax Jurisdiction(s)
Fund Name
|
Tax Jurisdiction
|
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
India
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
India
|
APPENDIX III
LIST OF REQUIRED ACCOUNTING
DOCUMENTS AND OTHER RELATED INFORMATION FOR EACH OF THE FUNDS
Administrative information:
1.
|
The latest prospectus in English
|
|
2.
|
The latest
audited financial statements
|
3.
|
The list
of the Funds subject to the capital gains
tax risk monitoring and accruals
services
|
4.
|
Loss forward figures
from previous years (if any)
|
5.
|
A note
detailing any existing
specific approach taken by the
local tax agent; required in
case a Fund wants BNYM to
align the approach
|
6.
|
The local
tax agent notification upon sale
|
7.
|
A list
of shareholders in each Fund having a
20% ownership interest in the
Fund. In addition, upon
request, BNYM may ask for
information relating to shareholders
having less than a 20% interest in a Fund when
it, or its agent, deems it
necessary to comply with its internal
or regulatory obligations.
|
Exhibit (h)(8)
AMENDMENT TO
TRANSFER AGENCY AND SERVICES AGREEMENT
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”).
WHEREAS, the parties wish to amend the Agreement
as set forth below:
NOW
THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:
1.
|
|
Exhibit A is replaced in its entirety with the attached Exhibit A dated as of the date of this
amendment.
|
|
|
2.
|
|
Except as specifically amended hereby, all other terms and conditions of the Agreement
shall remain in full force and effect.
|
|
|
3.
|
|
This Amendment may be executed m multiple counterparts, which together
shall constitute one instrument.
|
IN WITNESS WHEREOF, the parties hereto have caused
the foregoing instrument to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the
day and year first above written.
By: /s/ Freddi Klassen
on behalf of the Trust and each portfolio/series
identified
on Exhibit A attached hereto
Name: Freddi Klassen
Title: CEO & President
THE BANK OF NEW YORK MELLON
By: /s/ Thomas Porrazzo
Name: Thomas Porrazzo
Managing Director
EXHIBIT A
List of Funds /Portfolios
Xtrackers MSCI Emerging Markets Hedged Equity ETF
|
DBEM
|
Xtrackers MSCI EAFE Hedged Equity ETF
|
DBEF
|
Xtrackers MSCI Germany Hedged Equity ETF
|
DBGR
|
Xtrackers MSCI Japan Hedged Equity ETF
|
DBJP
|
Xtrackers Municipal infrastructure Revenue Bond ETF
|
RVNU
|
Xtrackers MSCI United Kingdom Hedged Equity ETF
|
DBUK
|
Xtrackers MSCI Europe Hedged Equity ETF
|
DBEU
|
Xtrackers MSCI Asia Pacific ex Japan Hedged Equity ETF
|
DBAP
|
Xtrackers Harvest CSI 300 China A-Shares ETF
|
ASHR
|
Xtrackers MSCI All World ex US Hedged Equity ETF
|
DBAW
|
Xtrackers MSCI South Korea Hedged Equity ETF
|
DBKO
|
Xtrackers MSCI All China Equity ETF
|
CN
|
Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF
|
ASHS
|
Xtrackers Investment Grade Bond - Interest Rate Hedged ETF
|
IGIH
|
Xtrackers Emerging Markets Bond - Interest Rate Hedged ETF
|
EMIH
|
Xtrackers High Yield Corporate Bond - Interest Rate Hedged ETF
|
HYIH
|
Xtrackers MSCI Eurozone Hedged Equity ETF
|
DBEZ
|
Xtrackers Japan JPX-Nikkei 400 Equity ETF
|
JPN
|
Xtrackers MSCI EAFE High Dividend Yield Equity ETF
|
HDEF
|
Xtrackers MSCI All World ex US High Dividend Yield Equity ETF
|
HDAW
|
Xtrackers Eurozone Equity ETF
|
EURZ
|
Xtrackers German Equity ETF
|
GRMY
|
Xtrackers CSI 300 China A-Shares Hedged Equity ETF
|
ASHX
|
Xtrackers FTSE Developed ex US Comprehensive Factor ETF
|
DEEF
|
Xtrackers Russell I000 Comprehensive Factor ETF
|
DEUS
|
Xtrackers FTSE Emerging Comprehensive Factor ETF
|
DEMG
|
Xtrackers Russell 2000 Comprehensive Factor ETF
|
DESC
|
Xtrackers Barclays International Treasury Bond Hedged ETF
|
IGVT
|
Xtrackers Barclays International Corporate Bond Hedged ETF
|
IFIX
|
Xtrackers Barclays International High Yield Bond Hedged ETF
|
IHIY
|
Xtrackers USD High Yield Corporate Bond ETF
|
HYLB
|
Xtrackers iBOXX Emerging Markets Quality Weighted Bond ETF
|
EMBQ
|
Xtrackcrs Low Beta High Yield Bond
|
HYDW
|
Xtrackers High Beta High Yield Bond
|
HYUP
|
Xtrackers Managed Downside Volatility US Large Cap ETF
|
AMDV
|
Xtrackers Managed Downside Volatility Developed International ETF
|
EFDV
|
Xtrackers Managed Downside Volatility All World ETF
|
AWDV
|
Xtrackers FTSE Developed Europe Comprehensive Factor ETF
|
DEEU
|
Xtrackers FTSE Japan Comprehensive Factor ETF
|
DEJP
|
Xtrackers FTSE All World ex US Comprehensive Factor ETF
|
DEAW
|
Xtrackers Bloomberg Barclays Global Aggregate Bond ETF
|
ALLB
|
Xtrackers iBOXX USO Corporate Yield Plus ETF
|
YLDP
|
Xtrackers Short Duration High Yield Bond ETF
|
SHYL
|
Xtrackers 0-1 Year Treasury ETF
|
TBLL
|
Xtrackers MSCI Latin America Pacific Alliance ETF
|
PACA
|
Xtrackers MSCI EAFE ESG Leaders Equity ETF
|
EASG
|
Xtrackers Russell I000 US QARP ETF
|
QARP
|
Xtrackers FTSE All World ex US Quality at a Reasonable Price ETF
|
TBD
|
Xtrackers United Kingdom Equity ETF
|
BRIT
|
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF
|
ACSG
|
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF
|
EMSG
|
Exhibit (h)(13)
DBX ADVISORS LLC
345 Park Avenue
New York, New York 10154
October 1, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
345 Park Avenue
New York, New York 10154
Re: DBX ETF Trust (the “Trust”) – Xtrackers International
Real Estate ETF (the “Fund”)
Dear Mr. Klassen:
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.
The Trust and the Adviser agree that the foregoing fee waiver and
reimbursement for the Fund are effective from October 1, 2019 through September 30, 2020. The waiver may only be terminated by
the Fund’s Board of Trustees (and not by the Adviser) prior to such date.
Your signature below acknowledges acceptance of this letter agreement.
DBX ETF Trust DBX Advisors LLC
By: /s/Freddi Klassen
|
By: /s/Luke Oliver
|
Name: Freddi Klassen
|
Name: Luke Oliver
|
Title: President and Chief Executive Officer
|
Title: Chief Executive Officer
|
|
Title: Chief Operating Officer
|
Exhibit (h)(14)
DBX ADVISORS LLC
345 Park Avenue
New York, New York 10154
October 1, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
345 Park Avenue
New York, New York 10154
Re: DBX ETF Trust (the “Trust”) – Xtrackers MSCI
All China Equity ETF (the “Fund”)
Dear Mr. Klassen:
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.
The Trust and the Adviser agree that the foregoing fee waiver and
reimbursement for the Fund are effective from October 1, 2019 through September 30, 2020. The waiver may only be terminated by
the Fund’s Board of Trustees (and not by the Adviser) prior to such date.
Your signature below acknowledges acceptance of this letter agreement.
DBX ETF Trust DBX Advisors LLC
By: /s/Freddi Klassen
|
By:
/s/Luke Oliver
|
Name: Freddi Klassen
|
Name:
Luke Oliver
|
Title: President and Chief Executive Officer
|
Title: Chief Executive
Officer
|
|
Title: Chief Operating Officer
|
Exhibit (j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the references to our firm under the captions “Financial
Highlights” within each Prospectus and “Definitions” and “Independent Registered Public Accounting Firm,
Reports to Shareholders and Financial Statements” within each Statement of Additional Information and to the use of our report
dated July 26, 2019 relating to the financial statements of Xtrackers Harvest CSI 300 China A-Shares ETF, Xtrackers MSCI China
A Inclusion Equity ETF, Xtrackers Harvest CSI 500 China A-Shares Small Cap ETF, Xtrackers MSCI All China Equity ETF, Xtrackers
High Yield Corporate Bond – Interest Rate Hedged ETF, Xtrackers Investment Grade Bond - Interest Rate Hedged ETF, Xtrackers
Emerging Markets Bond – Interest Rate Hedged ETF, Xtrackers Municipal Infrastructure Revenue Bond ETF, Xtrackers International
Real Estate ETF, Xtrackers MSCI Emerging Markets Hedged Equity ETF, Xtrackers MSCI EAFE Hedged Equity ETF, Xtrackers MSCI Germany
Hedged Equity ETF, Xtrackers MSCI Japan Hedged Equity ETF, Xtrackers MSCI Europe Hedged Equity ETF, Xtrackers MSCI All World ex
US Hedged Equity ETF, Xtrackers MSCI South Korea Hedged Equity ETF, Xtrackers MSCI All World ex US High Dividend Yield Equity ETF,
Xtrackers MSCI EAFE High Dividend Yield Equity ETF, Xtrackers Eurozone Equity ETF, Xtrackers MSCI Eurozone Hedged Equity ETF, Xtrackers
Japan JPX-Nikkei 400 Equity ETF, Xtrackers MSCI Latin America Pacific Alliance ETF for the fiscal year ended May 31, 2019, which
is incorporated by reference in this Post-Effective Amendment No. 457 to the Registration Statement (Form N-1A No. 333-170122)
within DBX ETF Trust.
/s/ Ernst & Young LLP
New York, New York
September 26, 2019
Exhibit (p)(1)
DBX
ETF TRUST
CODE
OF ETHICS
I. Introduction
The
Board of DBX ETF Trust (the “Trust”) on behalf of each of its series (each a “Fund,” together the “Funds”),
in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), has approved and
adopted this Code of Ethics (the “Code”) and has determined that this Code is reasonably designed to prevent Access
Persons, as defined herein, from engaging in conduct prohibited by Rule 17j-1 under the 1940 Act (“Rule 17j-1”). This
Code also sets forth the general fiduciary principles to which all of the Funds’ Access Persons are subject and establishes
reporting requirements for Access Persons. Capitalized terms used herein and not defined are defined in Appendix A.
|
A.
|
About the Funds and the Advisers
|
The
Funds are series of the Trust, which is registered under the 1940 Act. DBX Advisors LLC (the “Adviser”) serves as investment
adviser for the Funds. The Adviser may delegate day-to-day portfolio management responsibilities to one or more investment sub-advisers
(each, a “Sub-Adviser,” and collectively, the “Sub-Advisers”).
|
B.
|
Who is Covered by the Code
|
This
Code applies to all of the Funds’ Access Persons (as defined in Appendix A to the Code). However, certain of the reporting
and pre-clearance requirements set forth in Sections III and IV do not apply to Service Provider Access Persons to the extent that
such persons are subject to a Rule 17j-1-compliant code of ethics adopted by the Adviser, Sub-Advisers or the Trust’s administrator
(“Administrator”). Instead, Service Provider Access Persons will be subject to the reporting and pre-clearance requirements
established under the Rule 17j-1 compliant code of ethics adopted by the Adviser, Sub-Adviser or the Administrator, as applicable.
II. Statement
of General Fiduciary Principles
The
Trust requires that its board members, officers and Access Persons conduct their personal investment activities in accordance with
the following general fiduciary principles:
|
•
|
the duty at all times to place the interests of each Fund’s shareholders
first;
|
|
•
|
the requirement that all personal securities transactions must be conducted
consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s
position with the Fund and responsibility; and
|
|
•
|
the fundamental standard that Trust personnel should not take inappropriate
advantage of their positions.
|
In
view of the foregoing, the Trust has determined to adopt this Code to specify a code of conduct for certain types of personal securities
transactions which might involve conflicts of interest or an appearance of impropriety and to establish reporting requirements
and enforcement procedures.
III. Restrictions
on Personal Investing Activities
No
Access Person shall, in connection with the direct or indirect purchase or sale of a Security “held or to be acquired”
(as defined in Appendix A) by a Fund:
|
•
|
employ any device, scheme or artifice to defraud the Fund;
|
|
•
|
make any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements, in light of the circumstances under which they are made, not misleading;
|
|
•
|
engage in any act, practice or course of business that operates or would
operate as a fraud or deceit upon the Fund; or
|
|
•
|
engage in any manipulative practice with respect to the Fund.
|
|
B.
|
Prohibition Against Insider Trading
|
Access
Persons, which includes any member of their Family/Household, are prohibited from engaging in, or helping others engage in, insider
trading. Generally, the “insider trading” doctrine under U.S. federal securities laws prohibits any person (including
investment advisers) from knowingly or recklessly breaching a duty owed by that person by:
|
(1)
|
trading while in possession of material, nonpublic information;
|
|
(2)
|
communicating (“tipping”) such information to others;
|
|
(3)
|
recommending the purchase or sale of securities on the basis of such information;
or
|
|
(4)
|
providing substantial assistance to someone who is engaged in any of the
above activities.
|
This
means that Access Persons may not trade with respect to a particular security or issuer at a time when that person knows or should
know that he or she is in possession of material nonpublic information about the issuer or security. Information is considered
“material” if there is a substantial likelihood that a reasonable investor would consider it important in making his
or her investment decisions, or if it could reasonably be expected to affect the price of an issuer’s securities. Material
information can also relate to events or circumstances affecting the market for an issuer’s securities such as information
about an expected government ruling or regulation
that can affect the
business of an issuer in which a Fund invests. Information is considered nonpublic until such time as it has been disseminated
in a manner making it available to investors generally (e.g., through national business and financial news wire services).
|
C.
|
Pre-Clearance of Investments in IPOs or Limited Offerings
|
Access
Persons who also meet the definition of Investment Personnel may not directly or indirectly acquire Beneficial Ownership in any
Securities in an IPO or Limited Offering without obtaining, in advance of the transaction, clearance from the Funds’ Chief
Compliance Officer (“CCO”) or designee (Access Persons who are subject to the Adviser’s/Sub-Adviser’s code
of ethics must obtain clearance from the Adviser’s/Sub-Adviser’s Chief Compliance Officer). In order to obtain pre-clearance,
a person meeting the definition of Investment Personnel must complete and submit to the CCO or designee a Personal Trade Request
Form (a “PTR”), which is included as Appendix B. The CCO or designee must review each request for approval and record
the decision regarding the request. The general standards for granting or denying pre-clearance are discussed below, although the
CCO or designee retains authority to grant pre-clearance in exceptional circumstances for good cause. If pre-clearance is obtained,
the approval is valid for the day on which it is granted and the immediately following business day. The CCO or designee may revoke
a pre-clearance any time after it is granted and before the transaction is executed.
Pre-clearance
will typically not be given to an Access Person to purchase or sell any IPO or Limited Offering of an issuer if such Security:
(i) is “being considered for purchase or sale” (as defined in Appendix A) by a Fund or (ii) is being purchased or sold
by a Fund.
|
D.
|
Restrictions on Personal Securities Transactions
– NOTE for purposes of this Section III.D., the term Access Person refers to all Access Persons other than
Independent Board Members and Service Provider Access Persons
|
Each
Access Person shall direct his or her broker to supply to the CCO, or designee on a timely basis, duplicate copies of confirmations
of all Securities transactions, other than for Exempt Securities, in which the person has, or by reason of such transaction acquires,
any direct or indirect Beneficial Ownership and copies of periodic statements for all securities accounts.
Access
Persons may not buy or sell Securities, other than Exempt Securities for any account in which he or she has any direct or indirect
Beneficial Ownership, unless such person obtains, in advance of the transaction, clearance for that transaction from the Funds’
CCO or his designee. The CCO or designee has designated the Adviser’s CCO or designee as the person responsible for reviewing
and granting pre-clearance requests under this Code.
In
order to obtain pre-clearance, an Access Person must complete and submit to the CCO or designee a PTR. If the transaction is approved
by the CCO or designee, that approval is valid for the day on which it is granted and the immediately following business day. The
CCO or designee may revoke a pre-clearance any time after it is granted and before the transaction is executed.
Pre-clearance
will typically not be given to an Access Person to purchase or sell any Security of an issuer if such Security: (i) is being considered
for purchase or sale by a Fund or (ii) is being purchased or sold by a Fund.
|
(2)
|
Prohibition on Short-Term Trading
|
Access
Persons may not purchase and sell, or sell and purchase, within any period of 30 calendar days, a Security, other than an Exempt
Security, held by a Fund. If any such transactions occur, the Fund will require any profits from the transactions to be disgorged
for donation by the Fund to charity. In applying the 30 calendar day holding period, the Fund will apply the “last-in, first-out”
methodology.
|
(3)
|
Prohibition on Short Sales and Similar Transactions.
|
Access
Persons may not purchase a put option or sell a call option, sell short or otherwise take a short position, either directly or
through any Beneficial Ownership, in any Security held by any Fund.
|
E.
|
Personal Securities Transactions by Access Persons who are Independent Board Members
|
The
Trust recognizes that Independent Board Members do not have on-going, day-to-day involvement with the operations of the Funds and
are not involved in decisions regarding the Funds’ portfolio transactions. In addition, it is the practice of the Trust to
give information about Securities purchased or sold by each Fund, or considered for purchase and sale by each Fund, to Independent
Board Members in materials circulated more than 15 days after such Securities are purchased or sold by a Fund or are considered
for purchase or sale by a Fund.
Accordingly,
the Trust believes that less stringent controls are appropriate for Independent Board Members, as follows:
|
1.
|
The Securities pre-clearance requirement contained in paragraph III.D(1)
and the short-term trading and short sale restrictions in paragraphs III.D(2) and III.D(3), respectively, above shall only apply
to an Independent Board Member if he or she knew or, in the ordinary course of fulfilling his or her official duties as a Board
Member, should have known, that at the time of his or her transaction in a Security (other than an Exempt Security) or during the
15-day period before that transaction, that the Security was also purchased or sold by a Fund or considered for the purchase or
sale by a Fund.
|
|
2.
|
If the pre-clearance provisions of the preceding paragraph apply, no preclearance
will be given to an Independent Board Member to purchase or sell any Security of an issuer if such Security: (i) is being considered
for purchase or sale by a Fund or (ii) is being purchased or sold by a Fund.
|
IV. Reporting
Requirements and Procedures
In
order to provide the Trust with information to enable it to determine with reasonable assurance whether the provisions of this
Code are being observed by its Access Persons, the following reporting requirements regarding personal securities transactions
apply.
|
A.
|
Reporting Requirements for Access Persons Other than Independent
Board
Members and Service Provider Access Persons
|
|
(1)
|
Initial and Annual Holdings Reports: Within ten days after a person
becomes an Access Person, and annually thereafter, such person shall submit to the CCO or designee a completed Initial/Annual Holdings
Report substantially in the form attached hereto as Appendix C. Each holdings report must contain, at a minimum, (a) the title
and type of Security, and, as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of
each Security (other than an Exempt Security) in which the person has any direct or indirect Beneficial Ownership; (b) the name
of any broker, dealer or bank with whom the person maintains an account in which any Securities other than Exempt Securities are
held for the person’s direct or indirect benefit; and (c) the date the person submits the report. The Initial Holdings Report
must be current as of a date no more than 45 days prior to the date the person became an Access Person and the Annual Holdings
Report shall be submitted no later than January 31 and must be current as of a date no more than 45 days prior to the date the
report is submitted.
|
|
(2)
|
Quarterly Report: Each Access Person shall submit reports substantially
in the form attached hereto as Appendix D to the CCO, or designee showing all transactions in Securities (other than Exempt Securities)
in which the person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, as well as all
accounts established with brokers, dealers or banks during the quarter in which any Securities, other than Exempt Securities, were
held for the direct or indirect beneficial interest of the person. Such reports shall be filed no later than 30 days after the
end of each calendar quarter. An Access Person need not make a quarterly transaction report under this paragraph if all of the
information required by this paragraph is contained in the brokerage confirmations or account statements required to be submitted
under III.D above. The Report must include the date on which such report was submitted to the CCO or designee.
|
B. Reporting
Requirements for Independent Board Members
An
Independent Board Member need not make an initial or annual holdings report described in paragraph IV.A.(1) above and shall
only be required to submit the quarterly report required under paragraph IV.A.(2) for a transaction in a Security (other than
an Exempt Security) where he or she knew (or should have known) at the time of the transaction or, in the ordinary
course of fulfilling
his or her official duties as a Board Member, should have known that during the 15-day period immediately preceding or after the
date of the transaction, such Security is or was purchased or sold, or being considered for purchase or sale, by a Fund.
V. Administration
of the Code
A. The
CCO’s Duties and Responsibilities
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(1)
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The CCO or designee shall promptly provide all persons covered by this Code
with a copy of the Code. In addition, all persons covered by this Code must complete the written acknowledgement of receipt of
this Code included as Appendix E (the “Acknowledgement”) within ten days of becoming subject to this Code and must
submit an Acknowledgment to the CCO or designee by January 31 each year thereafter;
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(2)
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The CCO or designee shall identify all Access Persons and inform them of
their reporting obligations promptly;
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(3)
|
In determining whether to approve a PTR, the CCO or designee will determine,
in good faith, whether the Access Person knew, or should have known, that a Fund had engaged in a transaction involving, or was
contemplating a transaction involving, such a Security within 15 days of the PTR. The CCO or designee must maintain a record of
any decision relating to pre-clearance requests, and the reasons supporting the decision, for at least five years after the end
of the fiscal year in which the approval is granted;
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|
(4)
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The CCO or designee will, on a quarterly basis, compare all personal securities
transactions that are reported under this Code with the Funds’ completed portfolio transactions during the quarter to determine
whether a Code violation may have occurred. The CCO or designee may request additional information or take any other appropriate
measure that he or she decides is necessary to aid in this determination;
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(5)
|
If the CCO or designee finds that a Code violation may have occurred, the
CCO or designee must report the possible violation to the Board;
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|
(6)
|
If the CCO or designee is not also a Service Provider Access Person, such
person will submit his or her own reports to an alternate compliance officer who will fulfill the duties of the CCO or designee
with respect to such reports;
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|
(7)
|
At least annually, the CCO or designee must furnish to the Board, and the
Board must consider, a written report that describes any issues arising under the Code since the previous report, including, but
not limited to, information about material violations
of the Code and sanctions imposed in response to the material violations; and certifies that the Code contains policies and
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procedures
reasonably designed to prevent Access Persons from violating the Code; and
B. The Board’s Duties and Responsibilities
|
(8)
|
The CCO or designee will review the Administrator’s code of ethics
for compliance with Rule 17j-1 at least annually provided that at least one officer of the Trust has been exempt from the pre-clearance
and reporting under this Code because he or she also meets the definition of access person under the Administrator’s code
of ethics adopted pursuant to Rule 17j-1 and such officer pre-clears and reports under the Administrator’s code of ethics.
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(1)
|
The Board must approve this Code and the code of ethics of the Adviser and
each Sub-Adviser before initially retaining their services;
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(2)
|
The Board must approve all material changes to this Code and the code of
ethics of the Adviser and each Sub-Adviser no later than six months after adoption of the material change; and
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|
(3)
|
With regard to all Access Persons other than Service Provider Access Persons,
the Board will determine, in its sole discretion, whether such person has violated the Code. If it is determined that such person
violated the Code, the Board shall determine the appropriate disciplinary action to be taken and sanctions to be imposed.
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C. The
Adviser’s, each Sub-Adviser’s and the Administrator’s Duties and
|
(1)
|
The Adviser and each Sub-Adviser shall submit to the Board a copy of its code
of ethics adopted pursuant to Rule 17j-1;
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|
(2)
|
The Adviser and each Sub-Adviser shall report to the Board in writing any material
change to their code of ethics within six months of its adoption;
|
|
(3)
|
At least annually, the Adviser and each Sub-Adviser shall furnish to the Board,
and the Board shall consider, a written report that describes any issues arising under their respective code of ethics since the
previous report, including, but not limited to, information about material violations of the code of ethics or procedures and sanctions
imposed in response to the material violations; and certifies that the Adviser and each SubAdviser have adopted procedures reasonably
necessary to prevent its
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Access
Persons from violating the code of ethics; and
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(4)
|
With respect to any Access Person who is also affiliated with the Administrator,
the Administrator will furnish to the CCO on a quarterly basis, copies of each such Access Person’s Certification Detail
Report required pursuant to the
Administrator’s Personal Securities Trading Policy.
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VI. Recordkeeping
The
Trust will maintain records as set forth below. These records will be maintained in accordance with Rule 17j-1 and the following
requirements. They will be available for examination by representatives of the Securities and Exchange Commission (the “SEC”)
and other regulatory agencies.
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A.
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A copy of this Code and any other code of ethics adopted by the Trust which
is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.
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B.
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A record of any Code violation and of any action taken as a result of the
violation will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year
in which the violation occurred.
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|
C.
|
A copy of each report submitted by an Access Person under this Code will
be preserved for a period of at least five years from the end of the fiscal year in which the report is made or the information
is provided, for the first two years in an easily accessible place.
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|
D.
|
A record of all persons, currently or within the past five years, who are
or were required to submit reports under this Code, and a list of those who are or were responsible for reviewing these reports,
will be maintained in an easily accessible place.
|
|
E.
|
A copy of each annual issues report and accompanying certification, as required
by this Code, must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two
years in any easily accessible place.
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VII. Miscellaneous
|
A.
|
Confidentiality. The Trust will endeavor to maintain the confidentiality
of all PTRs and any other information filed pursuant to this Code. Such reports and related information, however, may be produced
to the SEC and other regulatory agencies.
|
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B.
|
The “should have known” standard. For purposes of this Code,
the “should have known” standard does not:
|
|
•
|
imply a duty of inquiry;
|
|
•
|
presume that the individual should have deduced or extrapolated from discussions
or memoranda dealing with a Fund’s investment strategies; or
|
|
•
|
impute knowledge from the individual’s awareness of a Fund’s
portfolio holdings, market considerations, benchmark index, or investment policies, objectives and restrictions.
|
|
C.
|
Interpretation. To the extent that a deviation from the provisions of this
Code is permitted by an interpretive position of the SEC or its staff concerning Section 17(j) of the 1940 Act and Rule 17j-1 thereunder
(or, after consultation with counsel, Section 204A of the Investment Advisers Act of 1940, as amended, and Rule 204A1 thereunder)
that is not limited to the entity seeking relief, if any (each, an “Interpretation”), such deviation shall be deemed
to be consistent with this Code, provided that such reliance is: (i) pursuant to the terms and conditions of such Interpretation;
and (ii) contemporaneously documented.
|
Last
Reviewed: May 2019
Next
Review: May 2020
APPENDIX
A
As
used in the Code, the following terms shall have the meanings specified:
Access
Person means: (i) the Trust’s board members and officers; (ii) any Service Provider Access Person; (iii) any other employee
of the Trust who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding,
the purchase or sale of a Security by the Trust, or whose functions relate to the making of any recommendations with respect to
such purchases or sales; (iv) any natural person in a Control relationship to the Trust who obtains information concerning recommendations
made to the Trust with regard to the purchase or sale of Securities; and (v) any director, officer or general partner of the Trust’s
distributor who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale
of Securities by the Trust, or whose functions or duties in the ordinary course of business relate to the making of any recommendation
to the Trust regarding the purchase or sale of Securities. Access Persons include:
(a)
a member of an Access Person’s immediate family (spouse, domestic partner, child or parent) who lives in an
Access Person’s household (including children who are temporarily living outside of the household for school, military service
or similar reasons);
(b)
a relative of the person who lives in an Access Person’s household and over whose purchases, sales, or other
trading activities an Access Person directly or indirectly exercises influence;
(c)
a relative whose financial affairs an Access Person “controls,” whether by contract, arrangement, understanding
or by convention (such as a relative he or she traditionally advises with regard to investment choices, invests for or otherwise
assists financially);
(d)
an investment account over which an Access Person has investment control or discretion;
(e)
a trust or other arrangement that names an Access Person as a beneficiary; and
(f)
a non-public entity (partnership, corporation or otherwise) of which an
Access Person
is a director, officer, partner or employee, or in which he owns 10% or more of any class of voting securities or over which he
exercises effective Control.
Automatic
Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment
accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend
reinvestment plan. However, any
transaction that overrides the pre-set schedule or allocations of the automatic investment plan is not under the Automatic Investment
Plan.
A Security
is being considered for purchase or sale when a recommendation to purchase or sell a security has been made and communicated
or, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.
Beneficial
Ownership or Beneficially Owns means the same as it does under Section 16 of the Securities Exchange Act of 1934 and
Rule 16a-1(a)(2) thereunder. A person is the “beneficial owner” of any securities in which he or she has a direct or
indirect pecuniary (monetary) interest.
Control
means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the
result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled
companies, more than 25% of the voting securities of a company shall be presumed to control such company, and any person who does
not so own more than 25% of the voting securities of any company shall be presumed not to control such company; provided, however,
that the SEC may be order determine whether either of the aforementioned persons has control of a company. A natural person is
presumed not to be a “controlled person” of another.
Exempt
Security means: (i) direct obligations of the U.S. Government (or any other “government security” as that term
is defined in the 1940 Act), bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term
debt instruments, including repurchase agreements, and shares of registered open-end investment companies, including exchange-traded
funds (“ETFs”) (other than ETFs advised by the Adviser or an affiliate of the adviser); (ii) securities purchased or
sold in any account over which the Access Person has no direct or indirect influence or Control; (iii) securities purchased or
sold in a transaction that is non-volitional on the part of either the Access Person or a Fund, including mergers, recapitalizations
or similar transactions; and (iv) securities acquired as a part of an Automatic Investment Plan.
Family/Household
means a member of such person’s immediate family (spouse, domestic partner, child or parent) who lives in the person’s
household (including children who are temporarily living outside of the household for school, military service or similar reasons),
and a relative of the person who lives in such person’s household.
Independent
Board Member means a Trustee of the Trust who is not an “interested person” of the Trust within the meaning of
Section 2(a)(19) of the 1940 Act.
IPO
(i.e., initial public offering) means an offering of securities registered under the Securities Act of 1933, as amended,
the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d)
of the Securities Exchange Act of 1934, as amended.
Interested
Board Member means a Trustee of the Trust who is an “interested person” of the Trust within the meaning of Section
2(a)(19) of the 1940 Act.
Investment
Personnel means (i) any employee of the Trust or the Adviser or SubAdviser (or of any company in a Control relationship to
the Trust or the Adviser or SubAdviser) who, in connection with his or her regular functions or duties, makes or participates in
making recommendations regarding the purchase or sale of Securities by a Fund, (ii) any natural person who controls the Trust or
the Adviser or Sub-Adviser and who obtains information concerning recommendations made to the Trust regarding the purchase or sale
of Securities by the Trust.
Limited
Offering means an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Sections
4(2) or 4(6) of that Act or Rule 504, Rule 505 or Rule 506 thereunder (e.g., private placements).
Purchase
or sale of a security includes, among other things, the writing of an option to purchase or sell a security.
Security
or Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate
of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription,
transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided
interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate
of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put,
call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general,
any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary
or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.
-Security
held or to be acquired by a Fund means: (i) any security that within the most recent 15 days is or has been held by
the Fund or is being or has been considered by the Adviser for purchase by the Fund and (ii) any option to purchase or sell, and
any security convertible into or exchangeable for, a security.
Service
Provider Access Person means a person who is either: (i) a person who meets the definition of access person under the Adviser’s
or any Sub-Adviser’s respective code of ethics adopted pursuant to Rule 17j-1; or (ii) any officer of the Trust who also
meets the definition of access person under the Administrator’s code of ethics adopted pursuant to Rule 17j-1.
APPENDIX
B
PERSONAL
TRADE REQUEST FORM (PTR)
The following
form must be completed by you in order to request pre-clearance of a personal securities transaction that requires pre-clearance
under the Code of Ethics of DBX ETF Trust. By signing below, you certify that you are not aware of any trades for any Funds in
this Security over the past 15 days and that you are also not aware that the Adviser is planning on engaging in a trade involving
this Security over the next 15 days. You further certify that you do not have any confidential or inside information relating to
the issuer of this Security. This Form must be submitted to the Funds’ Chief Compliance Officer. You may not complete this
trade until you receive approval from the Chief Compliance Officer. If approved, the approval is good for the day it is given and
the following business day. If your trade is not completed within that time, you must submit a new request.
Name:
_________________
Investment
Information
Issuer
and ticker symbol or CUSIP: __________________
Nature of Equity
Investments (please circle): Common Stock Preferred Stock
Number
of Shares: _______________
Principal
amount: ____________
Nature of Fixed
Income Investments: Describe
instrument: ___________
Interest rate:
___________
Maturity date:
___________
Principal
amount: ____________
Transaction Information
Transaction Type
(please circle): Purchase Sale Short Sale
Estimated
Trade Date: _____________
Estimated
Price: ____________
Broker/Dealer:
_____________
Is the proposed
investment an IPO? Y N
Is the proposed
investment a Limited Offering? Y N
Signature: ____________________ Chief
Compliance Officer Action:
Date:________________ Approved:
____ Not Approved:_____
APPENDIX C
INITIAL
AND ANNUAL HOLDINGS REPORTS
To:
The Chief Compliance Officer
DBX
ETF Trust (“Trust”)
As of ______________,
a date within 45 calendar days of this submission, I had direct or indirect beneficial ownership interest in the Securities listed
below which are required to be reported pursuant to the Code of Ethics of the Trust (“Code”).
Name
of Reporting Person:
If
Initial Report, Date Person Became Subject to the Code:
Information
in Report Dated as of:
Date
Report Submitted:
Securities
Holdings:
Check
here if, in lieu of completing the chart below, you have attached all of your most recent investment account statements:_______,
Number of statements attached: _____________
Title of Security
|
Ticker
Symbol or CUSIP
|
Number of Shares
|
Principal
Amount,
Maturity Date and
Interest Rate (if applicable)
|
|
|
|
|
|
|
|
|
The
name of all brokers, dealers or banks with whom I maintain an account in which my securities are held for my direct or indirect
benefit are as follows
Name of Broker, Dealer or Bank
|
Name(s) on and Type of Account
|
I
certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code and
that the information contained herein is accurate and complete.
Signature:
_________________________ Date: _________________
C-1
APPENDIX
D
QUARTERLY
REPORT
To:
The Chief Compliance Officer
DBX
ETF Trust (“Trust”)
I hereby certify
that I have engaged in the following personal securities transactions which are required to be reported under the Code of Ethics
of Trust (“Code”) during the calendar quarter indicated below. I hereby submit this report within 30 days after the
end of that quarter. (Note: you do not need to complete this report if all of your trading confirmations and account statements
are already being delivered to the Chief Compliance Officer)
Name
of Reporting Person:
Calendar
Quarter Ended:
Date
Report Submitted:
Securities
Transactions
Please
provide the following information for any reportable transactions during the quarter:
Date
of Transaction
|
Title of Security
|
Ticker Symbol
or
CUSIP
|
Number
of
Shares
|
Price
|
Principal
Amount,
Maturity
Date
and
Interest
Rate
(if applicable)
|
Type of Transaction
|
s
Name of
Broker, Dealer or Bank Effecting
Transaction
|
|
|
|
|
|
|
|
|
I
have established the following new accounts with brokers, dealers or banks in which my securities are held for my direct or indirect
benefit.
Name
of Broker, Dealer or
Bank
|
Date Account
Established
|
was
|
Name(s) on and Type of Account
|
|
|
|
|
I certify
that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code.
Signature: ___________________________ Date:
_______________
D-1
APPENDIX
E
ACKNOWLEDGMENT
To:
Chief Compliance Officer
DBX
ETF Trust (“Trust”)
Re:
Acknowledgment of Code of Ethics
Initial
Acknowledgment: Please check here if this is an initial acknowledgment.
I
certify that (1) I have received, read and understand this Code of Ethics of the Trust (“Code”), (2) I am aware that
I am subject to the provisions of this Code, (3) I will comply with this Code, (4) I will report all holdings, transactions and
accounts that I am required to report pursuant to this Code.
Annual
Acknowledgment: Please check here if this is an annual acknowledgment.
I certify
that (1) I have received, read and understand this Code, (2) I am aware that I am subject to the provisions of this Code, (3) I
have complied with this Code at all times during the previous calendar year, and (4) I have, during the previous calendar year,
reported all holdings, transactions and accounts that I am required to report pursuant to this Code.
Name
(print):______________________________
Position: _________________________________
Signature: ________________________________
Date Submitted:____________________________
E-1
Exhibit
(p)(2)
Deutsche Bank
Compliance
Table of Contents
1. Overview
|
4
|
2. General Rule
|
5
|
3. Standards of Business Conduct
|
6
|
4. Definitions
|
7
|
5. Restrictions
|
8
|
A. General
|
9
|
B. Specific Blackout Period Restrictions
|
9
|
C. New Issues (“IPOs”)
|
11
|
D. Short-Term Trading
|
11
|
E. Holding Period Requirement
|
11
|
F. Restricted Lists
|
12
|
G. Private Placements, Private Investment Partnerships and Other Private Interests
|
12
|
H. Other General Restrictions
|
13
|
6. Compliance Procedures
|
14
|
A. Designated Brokerage Accounts
|
14
|
B. Pre-Clearance
|
14
|
C. Deutsche Mutual Fund Holdings
|
15
|
D. Requirements Applicable to External, Temporary or Contract Employees
|
15
|
E. Reporting Requirements
|
15
|
F. Confirmation of Compliance with Policies
|
17
|
7. Other Procedures/Restrictions
|
17
|
A. Service on Boards of Directors
|
17
|
B. Outside Business Affiliations
|
18
|
C. Executorships
|
18
|
D. Trusteeships
|
18
|
E. Custodianships and Powers of Attorney
|
18
|
F. Gifts and Entertainment
|
18
|
G. Rules for Dealing with Governmental Officials and Political Candidates
|
19
|
H. Confidentiality
|
20
|
I. Prohibition of Market Abuse under the European Market Abuse Regulation
|
20
|
8. Supervision
|
22
|
9. Sanctions and Red Flags
|
22
|
10. Interpretations and Exceptions
|
23
|
11. Business-Line and Infrastructure Controls
|
23
|
12. Associated Policies
|
23
|
APPENDIX I
|
24
|
SCHEDULE A
|
24
|
THIS PAGE LEFT INTENTIONALLY
BLANK
1.
Overview
Deutsche Bank’s Values and Beliefs
Deutsche Bank (“DB”) has established
a clear set of values and beliefs which lie at the core of what we do - Integrity, Sustainable Performance, Client Centricity,
Innovation, Discipline and Partnership. These values guide our behavior with clients, with each other, with our shareholders and
with the communities we serve. They define the type of institution Deutsche Bank aspires to be. Each of the values rests on a set
of beliefs which set out how we seek to conduct ourselves as we live our values and reflects our own history, the interests of
our stakeholders and the changing environment in which we operate.
Risk Culture
With these guiding values, Risk Management defined
and embedded a set of risk culture behaviors that align with those values. These behaviors, listed below, operationalize DB’s
values enhancing its corporate governance through a strong risk management culture and establishing DB’s expectations that
all Employees take a holistic approach to managing risk and return and effectively managing DB’s risk, capital and reputation.
These behaviors include:
— Being fully responsible for managing and mitigating DB’s risks where possible.
— Being rigorous, forward looking, and comprehensive in the
assessment of risk.
— Inviting colleagues to challenge behaviors inconsistent with our risk culture.
— Being cautious of any conflicts of interests.
—
Troubleshooting collectively.
— Placing DB’s reputation at the heart of all decisions.
Fiduciary Obligations
In conducting our activities within DB’s
values and beliefs within the context of a strong risk management framework, Deutsche Asset Management (“AM US”) Employees
must also be cognizant of our fiduciary obligations. AM US Employees will, in varying degrees, participate in or be aware of fiduciary
and investment services provided to investment advisory clients, pooled vehicles, institutional investment clients, employee benefit
trusts and other types of investment advisory accounts. As a fiduciary, we have an obligation to act solely in the best interest
of our clients. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity. We will at all
times conduct ourselves with integrity and distinction, putting the interests of our clients first and beyond all others.
The Code
The AM US Code of Ethics (the “Code”)
sets forth the specialized rules for business conduct and guidelines for the personal investing and business activities generally
required of employees within AM US. The provisions of the Code apply to all US AM employees. This includes the following:
|
·
|
All AM US employees in the US in the Active, Passive, Global Client Group (“GCG”),
Alternative
|
|
·
|
All other employees involved in executing or supporting DB’s US Registered Investment Adviser
(“RIA”) businesses, including those who are dual-hatted into a DB RIA; and
|
|
·
|
Any
employees as the Compliance Department (“Compliance”)1 may determine
to be covered by this Code, from time to time.
|
1 “Compliance”
refers to the DB Americas Compliance Department (generally referred to herein as “Compliance” and/or its unit specifically
designated to the AM US business units, “AM Compliance”).
Alternatives employees are subject to additional
personal trading restrictions which are described in their business specific procedures.
This Code applies in addition to the associated
policies in Section 12.
For access to the policies and procedures,
see the DB Policy Portal.
Together, this Code, the Code of Business
Conduct and Ethics – DB Group, Employee and Employee-Related Accounts Trading Policy & Procedures – APAC,
Americas & EMEA (ex Germany) (“ETRA Policy”) and other associated policies in Section 12 underscore DB’s
commitment that in all of our dealings, we will act with fairness, decency and integrity and adhere to the highest standards of
ethics. The success of this commitment depends on the conduct of each DB employee.
Accordingly, each employee must have a reasonable
knowledge of the policies that are
applicable to them and their businesses. Supervisors are responsible for instituting reasonable
measures pursuant to the CCF Risk Categories – Written Supervisory Procedures – Deutsche Asset Management (“WSP”)
and each business lines Key Operating Procedures (“KOP”), as applicable to make sure that employees understand them,
are kept up-to-date of any changes, and comply with them.
Any questions as to the interpretation of the
Code should be referred to a Compliance Officer for further assistance.
2.
General Rule
This policy applies to all AM US Employees.
External, Temporary and Contract Employees, depending on their period of service, may be subject to all or part of the Code. All
Employees must be mindful of their fiduciary duties towards their clients within the framework of legal and regulatory requirements.
Consistent with this standard, the interests of AM USclients take priority over the investment desires of AM USEmployees. All AM
US Employees must conduct themselves in a manner consistent with the requirements and procedures set forth in the Code as follows:
|
·
|
All
conflicts or appearance of conflicts must be identified, mitigated or managed, between
the self-interest of any Employee and the responsibility of that Employee to DB, its
shareholders or its clients.2 AM USbusiness management maintains a register
of actual and potential conflicts of interest identifying global applicability. Employees
should familiarize themselves with the register. As per the WSP, Employees should notify
Compliance promptly if a conflict has not been properly managed, mitigated and/or disclosed.
The register can be accessed at:
|
https://mydb.intranet.db.com/docs/DOC-179696
|
·
|
Pursuant to the Anti-Bribery and Corruption Policy – DB
Group, all Employees must never improperly use their position with DB for personal or private gain to themselves, their family
or any other person.
|
Employees are required to comply with applicable
US federal securities and/or banking laws and may also be required to comply with other policies imposing separate requirements.
Specifically, they may be subject to laws or regulations that impose restrictions with respect to personal securities transactions,
including, but not limited to, Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940. The purpose of this Code
is to ensure that, in connection with his or her personal trading, no Employee shall conduct any of the following acts in connection
with a client account:
2 The
rules herein cannot anticipate all situations which may involve a possible conflict of interest. If an Employee becomes aware
of a personal interest that is, or might be, in conflict with the interest of a client, that person should disclose the potential
conflict to AM Compliance or Legal prior to executing such transaction.
|
·
|
Employ any device, scheme or artifice to defraud;
|
|
·
|
Make any untrue statement of a material fact, or omit to state a
material fact necessary in order to make the statement not misleading;
|
|
·
|
Engage in any act, practice or course of business that operates or
would operate as a fraud or deceit;
|
|
·
|
Engage in any manipulative practice; or
|
|
·
|
Spread any rumors or misinformation that is known to be false or
misleading; this includes rumors that may reasonably be expected to affect market conditions. Discussion of unsubstantiated information
published in a widely circulated public media is allowed so long as any unsubstantiated information is sourced to the news outlet
and is made clear that the information is not based on fact.
|
Any Employee who discovers a violation of the
Code is personally required to report the violation to Compliance, and if he or she does not do so, the Employee shall be deemed
in violation of this Code, subject to the exception noted below, or elsewhere herein. The Chief Compliance Officer(s) (or designee)
or Heads of Department / Function and Compliance senior management will receive periodic reports of all violations of the Code.
Any Employee who violates the Code may be subject
to the issuance of a Red Flag resulting in disciplinary actions, including possible termination of employment and regulatory sanctions
and fines. Please refer to Section 9 for additional information regarding Sanctions and Red Flags.
If it is not practicable to report the violation
to the noted contacts above, Employees should refer to the Whistleblower Policy – Deutsche Bank Group. This policy
sets forth the reporting requirements and procedures for any possible violations of the Code. It also refers to the DB Employee
Hotlines which can be found at the following link:
https://mydb.intranet.db.com/docs/DOC-199157
The hotlines are toll-free numbers available
24 hours/7 days a week/365 days of the year and can be used to relay any issues or concerns about potentially unethical or inappropriate
business practices on an anonymous basis.
3.
Standards of Business Conduct
DB has established minimum personal and professional
conduct standards in the Code of Business Conduct and Ethics – DB Group,
Human Resources policies, and various Compliance policies to facilitate compliance with applicable laws, rules
and regulations when carrying out responsibilities on behalf of DB. DB will provide ongoing training and education on personal
and professional conduct issues.
In sum, these standards require that all Employees:
-
Conduct all business done on behalf of DB in a professional, fair and legal manner.
-
Attend all applicable training and education programs.
-
Respond to external requests for information only following consultation with, and agreement
of the appropriate DB department.
-
Communicate on behalf of DB in a professional manner and ensure such communications
are clear, fair, balanced and accurate to the best of their knowledge.
-
Do not engage in any internal or external business activities or dealings that could
interfere with your employment with DB or may result in a conflict of interest or give the appearance of impropriety.
-
Record, maintain and report accurately all information you create or control.
-
Maintain the confidentiality of all information about DB, its customers and other companies
that you create, control or have access to.
-
Use DB’s approved systems and facilities for business purposes.
-
Do not trade or recommend securities (or encourage others to do so) on the basis of
“inside information”.
-
Know DB’s information barrier controls, in particular, where they and their business
division sit with regard to these controls.
-
When dealing with customers, ensure that your conduct complies with appropriate rules
and regulations including applicable stock exchange and self-regulatory organization rules (for example, NYSE, BATS and/or FINRA).
-
Know and follow DB’s Anti-Money Laundering Program, New Client Adoption requirements
and embargoes.
-
Report promptly any suspected violation of DB policy or illegal conduct.
In particular, DB expects all employees to act
with fairness, decency and integrity and adhere to the highest standards of ethics, avoiding any activity, interest or external
association that could impair or give the appearance of impairing Employees’ abilities to perform their work objectively
and effectively. If a conflict of interest arises, it must be managed promptly and appropriately, and with the interests of customers
paramount to all others.
Employees will, in varying degrees, participate
in or be aware of fiduciary and investment services provided to investment advisory clients, registered investment companies, institutional
investment clients, employee benefit trusts and other types of investment advisory accounts. The fiduciary relationship mandates
adherence to the highest standards of conduct and integrity. Employees will at all times conduct themselves with integrity and
distinction, putting first the interests of clients.
4.
Definitions
|
A.
|
“Accounts/Trading Account” shall mean any banking, investment or other account
through which Employees can purchase, sell or hold securities products, excluding custodial accounts opened at a DB group company
specifically and solely for the purpose of receiving DB stock.
|
|
B.
|
“Business Signatory Officer” (“BSO”) is
an Employee designated
to approve personal transactions (for example, a supervisor or line manager).
|
|
C.
|
“Compliance” shall mean the designated compliance officer contact assigned to
support a specific business line.
|
|
D.
|
“Discretionary Managed Account” shall mean trading accounts that falls into
one of two categories:
|
|
(i)
|
Accounts where (A) the Employee or Family/Household Member has fully delegated the investment decision
to a third-party by means of a written Discretionary Investment Management Agreement, and (B) the investment manager maintains
full discretionary control over the Account and confirms that the Employee or Family/Household Member will not be permitted to
direct or influence trading in the Account; or
|
|
(ii)
|
Accounts where (A) the investment manager maintains full discretionary control over the Account,
and (B) the Account is programmatically managed (i.e., all accounts in the programme are managed identically and the broker does
not adjust the trading strategy to conform to any specific views or preferences).
|
|
E.
|
“Employee”
is a general term which shall include all Investment Personnel and Access Persons3.
|
|
F.
|
“Employee and Employee-Related Account” shall mean trading accounts owned or
controlled by Employees or Family/Household Members.
|
|
G.
|
“External, Temporary or Contract Employees” shall mean individuals working at
or for DB who are not directly employed by DB.
|
|
H.
|
“Investment Personnel” shall mean and include:
|
|
(i)
|
Portfolio Managers, portfolio consultants, traders, analysts (including other Employees who work
directly with these individuals in an assistant capacity) and others as may be determined by AM Compliance. As those responsible
for making investment decisions (or participating in such decisions) in client accounts or providing information or advice to Portfolio
Managers or otherwise helping to execute or implement the Portfolio Managers' recommendations, Investment Personnel occupy a comparatively
sensitive position, and thus, additional rules outlined herein apply to such individuals.
|
|
I.
|
“Mutual Funds” shall include all open end investment companies registered under
the Investment Company Act of 1940, other than money market mutual funds unless otherwise directed by Compliance.
|
|
J.
|
“Securities” shall include equity or debt securities, including closed-end investment
companies, derivatives of securities (such as options, warrants, and ADRs), futures, swaps, commodities, securities indices, exchange-traded
funds, government and municipal bonds and similar instruments, but do not include:
|
|
(i)
|
Bankers’ acceptances;
|
|
(ii)
|
Bank certificates of deposit;
|
|
(iv)
|
High quality short-term debt instruments, including repurchase agreements; and
|
|
(v)
|
Mutual Funds, other than mutual funds required to be reported.
|
5.
Restrictions
3 All
AM employees in the US are generally considered Access Persons for the purposes of this Code. An Access Person is a supervised
person who has access to non-public information regarding clients' purchase or sale of securities, is involved in making securities
recommendations to clients or who has access to such recommendations that are non-public. A supervised person who has access to
non-public information regarding the portfolio holdings of affiliated mutual funds is also an Access Person.
For purposes of the Code, a prohibition or requirement
applicable to any Employee applies also to transactions in certain Securities and Mutual Funds for the Employee’s Employee
Related Account(s), including transactions executed by that Employee's spouse or relatives living in the Employee’s household
(see definition under 4.F. above).
Employees must ensure conflicts or appearance
of conflicts are identified, mitigated or managed, between their duties and responsibilities and their personal investment activities.
To avoid potential conflicts, absent specific written approval from their Managing Officer4 and Compliance, Employees
should not personally invest in Securities issued by companies with which they have significant dealings on behalf of AM, or in
investment vehicles sponsored by such companies. Additional rules that apply to Securities transactions by Employees, including
the requirement for Employees to pre-clear personal Securities transactions and rules regarding how Employee Related Accounts
must be maintained are described in more detail later in this Code.
Note that violations of these Restrictions may
result in an employee receiving a Red Flag. See Sanctions and Red Flags, Section 9 for further information.
|
(i)
|
The Basic Policy: Employees have a personal obligation to conduct their investing activities
and related Securities and Mutual Fund transactions lawfully and in a manner that avoids actual or potential conflicts between
their own interests and the interests of AM and their clients. Employees must carefully consider the nature of their responsibilities
– and the type of information that he or she might be deemed to possess in light of any particular Securities and Mutual
Fund transaction – before engaging in that transaction.
|
|
(ii)
|
Material Non-public Information: An employee who is in possession of or believes they are
in possession of material non-public information about or affecting Securities or their issuer should promptly notify Compliance
(and no one else, including AM personnel). Such Employees are prohibited from buying or selling such Securities or advising any
other person to buy or sell such Securities.
|
See also the Information Security
Principles – DB Group and the Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls
Policy - DB Group.
|
(iii)
|
Firm and Departmental Restricted
Lists: Employees are not permitted to buy or sell any Securities that are included
on the Compliance Restricted List (available at https://cresta.uk.intranet.db.com/cwa/rl/overview.jsp
or can be accessed from the Compliance intranet home page) and/or other applicable
restricted lists. See “Restricted Lists” below.
|
|
(iv)
|
Front-Running: Employees are prohibited from buying or selling Securities, exchange traded
closed-end funds, or other instruments in their Employee Related Accounts so as to benefit from the Employee’s knowledge
of the Firm’s or a client's trading positions, plans or strategies; or forthcoming research recommendations.
|
|
B.
|
Specific Blackout Period Restrictions
|
4
For purposes of this policy, “Managing Officer” is defined as an officer
of at least the Managing Director level to whom the Employee directly or indirectly reports, who is in charge of the Employee’s
unit (e.g., a Department Head, Division Head, Function Head, Group Head, General Manager, etc.).
Employees shall not knowingly or otherwise
effect the purchase or sale of a Security for an Employee Related Account on a day during which any AM client account has a “buy”
or “sell” order for the same Security, until that order is executed or withdrawn.
|
a)
|
Investment Personnel shall not purchase or sell a Security for an Employee Related Account within
five calendar days before or five calendar days after the same Security is traded (or contemplated to be traded) for a client
account with which the individual is associated.
|
|
b)
|
Employees and other personnel of the Fixed Income portfolio management team or the Equity portfolio
management team who have real time access to their respective team’s global research (or has access to both Fixed
Income and Equity global research) , shall not purchase or sell a Security for an Employee Related Account within five calendar
days before or five calendar days after the same Security: (a) has its internal rating upgraded or downgraded; or (b) has research
coverage initiated.
|
|
c)
|
Employees identified as having access to Fixed Income or Equity model portfolio changes shall not
purchase or sell a Security for an Employee Related Account within five calendar days before or five calendar days after
the same Security is added to/deleted from or has its weighting changed in the model portfolio.
|
During certain times of the year, all
DB employees are prohibited from conducting transactions in the equity and debt Securities of DB, which affect their beneficial
interest in the Firm. Compliance generally imposes these “blackout” periods around the fiscal reporting of corporate
earnings. Blackouts typically begin three days prior to the expected quarterly or annual earnings announcement and end after earnings
are released publicly. Additional restricted periods may be required for certain individuals and events, and Compliance will announce
when such additional restricted periods are in effect. Employees are prohibited from trading in options on DB securities.
The only permissible transactions
in DB Securities (excluding DB Proprietary Products) are purchases and long sales of DB stock and debt. DB Proprietary Products
include DB hedge funds, DB issued Exchange-Traded Funds, DB issued structured notes, DB issued private equity or real estate funds,
DWS products etc. In general, the hypothecation of, hedging of long stock positions with stock options or other equity derivatives,
and short selling of DB Securities, are prohibited. This prohibition includes the hedging of un-vested DB Securities granted to
Employees.
|
(iv)
|
Exceptions to Blackout Periods (above items i and ii only):
|
The following are exempt from the specified
blackout periods:
|
·
|
The purchase or sale of
500 shares or less in companies comprising the S&P 500 Index;
|
|
·
|
ETFs (Exchange-Traded Funds
– e.g., SPDRs or “Spiders” (S&P 500 Index), DIAs or “Diamonds” (Dow Jones Industrial Average),
etc.) and similar securities;
|
|
·
|
Purchases or sales which are non-volitional on the part of either the Access Person, an investment
company, or another US client.
|
|
·
|
Government and municipal
bonds;
|
|
·
|
Currency and Interest Rate
Futures;
|
|
·
|
Shares purchased under an issuer sponsored DRIPs, other than optional purchases;
|
|
·
|
To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro
rata to holders of a class of Securities; and
|
|
·
|
Securities purchased under an employer sponsored stock purchase plan or upon the exercise of employee
stock options.
|
Note: Transactions in derivative
instruments, including warrants, convertible Securities, futures, swaps and options, etc. shall be restricted in the same manner
as the underlying Security.
Employees are prohibited from purchasing
or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if DB (or any affiliate) has
no underwriting role and/or is not involved with the distribution. However, approval may be granted by Compliance to participate
in a particular IPO where DB does not act as an underwriter.
Employees must always conduct
their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies
that are consistent with their financial resources and objectives. DB generally discourages short-term trading strategies, and
Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event,
excessive or inappropriate trading that interferes with job performance or compromises the duty that DB owes to its clients and
shareholders will not be tolerated.
|
E.
|
Holding Period Requirement
|
Positions in Securities and DB advised/issued
Funds must be held for a minimum of 30 calendar days following the trade date. Requirements under the holding period may be waived
in exceptional circumstances by Compliance.
Mutual Funds subject to periodic
purchase plans including your Employee-sponsored benefit plans (e.g., DB 401(k) plan) are subject to short term trading limitations
as per the Fund’s prospectus.
The following are exempted
from this restriction:
|
·
|
Shares purchased under an issuer sponsored DRIPs, other than optional purchases;
|
|
·
|
To the extent acquired from the issuer, purchases effected upon the exercise of rights issued pro
rata to holders of a class of Securities;
|
|
·
|
Securities purchased under an employer sponsored stock purchase plan;
|
|
·
|
Exchange-Traded Funds (Note: DB issued ETFs are subject to the 30 Day Rule);
|
|
·
|
Fixed Income Mutual Funds investing in government bonds with “short-term” in their
name; and
|
|
·
|
Mutual Funds other than Deutsche Mutual Funds, for which AM does not serve as sub-advisor.
(Note: Both Deutsche Mutual Funds and closed-end investment companies are subject to the 30-Day Rule.)
|
The DB Restricted List is comprised
of securities in which the normal trading or recommending activity of DB and its employees is prohibited or subject to specified
restrictions. While the DB Restricted List is distributed extensively internally and posted on the intranet, its composition is
generally considered sensitive and should not be shared outside of DB.
All employees are responsible for checking
the Restricted List prior to entering into any transaction, soliciting customer orders or issuing research. Failure to observe
the requirements of the Restricted List is considered a serious disciplinary matter and may result in sanctions, which could include
dismissal.
The Restricted List can be found at
https://cresta.uk.intranet.db.com/cwa/rl/overview.jsp or can be accessed from the DB Compliance intranet home page under
Useful Links.
For additional
information, please also see the Restricted List Policy – DB Group.
The AM Restricted List is comprised
of securities for which Employees have reported material non-public information or for various other reasons which result in the
need to restrict trading for certain Employees. The AM Restricted List is not published outside of Compliance. Personal trade requests
for transactions in securities which are on the AM Restricted List will be automatically denied. During the time that a security
is placed on the Restricted List, effecting any personal purchase or sale transactions involving that security for the period of
time that it is on the Restricted List, is prohibited.
|
G.
|
Private Placements, Private Investment Partnerships and Other
Private Interests
|
Prior to effecting a transaction
in private Securities (i.e., Securities not requiring registration with the Securities and Exchange Commission and sold directly
to the investor), or purchasing or subscribing for interests of any kind in a privately held company, private investment partnership,
or industrial/commercial property, all Employees must first, in accordance with DB policy, obtain the approval of his/her supervisor
and then pre-clear the transaction with Compliance, including completing the questionnaire in the Employee Trade Request Application
(“ETRA”) system. Any new Employee, who holds an interest in any of the above, must disclose such holdings to
the Compliance Department within 10 days of employment.
|
(i)
|
DB-Sponsored Private Placements, Private Investment Partnerships and Other Private Interests
|
Employee investments or transactions
(including liquidations) in DB’s Proprietary Products (for example, Global Equity Derivatives structured notes (equity-linked
notes/mandatory convertible notes), DB-issued private equity or real estate funds, etc.) raises special concerns regarding the
potential for conflicts of interest or the appearance of conflicts. In addition, pursuant to Volcker Rule, Employees may not invest
in DB-sponsored private funds, which are exempt from registration under Section 3(c)(1) or 3(c)(7) (“Related Covered Funds”),
except for any employee who is directly providing investment advisory or other services to the fund. Accordingly, transactions
in such securities must be reported to and approved in advance by the employee’s supervisor and the Employee Trading Group,
and Compliance is responsible for assessing employee requested trades in Related Covered Funds. Specific questions will be asked
regarding Proprietary Products and specific restrictions will apply. Employees must complete the on-line Private Transactions
Pre-Clearance Questionnaire (available on ETRA) to obtain approval for such requests. Employees should not proceed with
any such investments until they have obtained approval from the Employee Trading Group.
|
H.
|
Other General Restrictions
|
Employees are also subject to the
following general restrictions:
|
·
|
Employees are prohibited from sharing in the profits and losses of customer accounts (unless the
customer is a family member of the employee, for example, joint accounts).
|
|
·
|
Taking unfair advantage of any customer, supplier, competitor or other firm information through
manipulation, concealment, abuse of privileged information, misrepresentation of material fact or any other unfair dealing or practice.
|
|
·
|
Accepting personal fees, commissions, other compensation paid or expenses paid or reimbursed from
others, not in the usual course of DB's business, in connection with any business or transaction involving DB.
|
|
·
|
Using non-approved/sponsored DB systems (information technology and electronic communications system)
to conduct DB business.
|
|
·
|
Permitting firm property (including data transmitted or stored electronically and computer resources)
to be damaged, lost, misused, or intercepted in an unauthorized manner.
|
|
·
|
Borrowing or accepting money from customers or suppliers unless the customer or supplier is a financial
institution that makes such loans in the ordinary course of its business.
|
|
·
|
Providing customers with legal, tax (except tax preparation), or accounting advice.
|
|
·
|
Doing any of the above actions indirectly through another person.
|
|
·
|
Entering into cross transactions between the employee’s accounts and any other account.
|
|
·
|
Contacting other broker-dealers to prearrange trades for their accounts.
|
|
·
|
Effecting transactions that might raise or give the appearance of a conflict with the employee’s
duties or responsibilities with DB.
|
|
·
|
Timing transactions in Employee and Employee-Related or client accounts to take advantage of possible
market action caused by transactions in other client accounts.
|
6.
Compliance Procedures
|
A.
|
Designated Brokerage Accounts
|
All Employees in the US must
maintain their Employee and Employee-Related Accounts with a Designated Broker (provided below). Upon joining DB, new employees
must make best efforts to complete the transfer of all Accounts to a Designated Broker within 60 days of the start of employment.
Exceptions to the Designated
Broker Requirement will be given only where a Household/Family Member is employed by another financial institution with its own
conflicting Designated Broker requirement (i.e., the “spousal exception”). All other requirements, including but not
limited to the disclosure and pre-approval requirements, apply to Accounts granted a spousal exception.
See the link below for a list
of Designated Brokers https://mydb.intranet.db.com/docs/DOC-347942.
Under no circumstance is an Employee
permitted to open or maintain any Employee Related Account that is undisclosed to Compliance. Also, the policies, procedures and
rules described throughout this Code of Ethics apply to all Employee Related Accounts.
Accordingly, all Employees are required
to open and maintain their Employee Related Accounts in accordance with the Employee Trading Policy – DB Group and
the Employee and Employee-Related Accounts Trading Policy & Procedures – Americas, APAC, EMEA (ex-Germany).
All Employee Trades must be pre-cleared
by the: 1) employee’s supervisor (or designee); and 2) the Employee Trading Group. Execution of a trade may not take place
until the trade has been pre-cleared by the supervisor (or designee) and the Employee Trading Group. Failure to complete the pre-clearance
process may result in cancellation of the Employee Trade and disciplinary action, including termination. Employees are responsible
for all consequences resulting from cancelled employee trades that were not processed in accordance with this Code or related DB
policies and procedures.
Pre-clearance of employee trades
must be processed via ETRA through ComplianceDirect, which is available on the Employee Compliance Application Portal
accessible on dbnetwork Americas. Approvals are valid only for the day granted. Good Till Cancelled (“GTC”) orders
are NOT permitted in instruments for which pre-clearance is required. If the security or product is NOT subject to pre-clearance
(e.g., ETFs (excluding DB issued ETFs which must be pre-cleared), currencies, treasuries, indexes, etc.), extended period limit
orders may be entered.
Excluding DB Proprietary
Products5, the following are exempted from the pre-clearance requirement:
|
·
|
Trading in Discretionary Managed Accounts (i.e., accounts where the Employee exercises no discretion
in relation to the management of the account or selection of underlying investments);
|
|
·
|
Cash commodities where the Employee accepts physical delivery;
|
|
·
|
Transactions in college savings plans (e.g., US 529 Plans) ;
|
|
·
|
Transfers from one Account to another Account of the same Employee, provided that the second Account
was disclosed in accordance with this Policy;
|
5 DB Mutual Funds are exempt from the pre-clearance
requirement.
|
·
|
Receipt of securities under automatic Dividend Reinvestment Plans; however optional purchases in,
and sales out of, a DRIP account do require pre-clearance
|
|
·
|
Mutual Funds (including Deutsche Mutual Funds);
|
|
·
|
Index products where no single stock has a weighting of more than 20% (unless the Employee is an
index trader, in which case pre-approval is required);
|
|
·
|
Venture capital trusts;
|
|
·
|
Exchange-Traded Funds (Note – a DB issued ETF is defined as a DB Proprietary Product and
requires pre-clearance);
|
|
·
|
Collective Investment Schemes and Index Mutual Funds (e.g., non-sector specific indices such as
CAC 40, S&P 500, DAX etc.); and
|
|
·
|
Cash management vehicles such as money market funds/liquid schemes
|
|
C.
|
Deutsche Mutual Fund Holdings
|
All Employees are required to maintain
their holdings of Deutsche Mutual Funds in the DB 401(k) Plan, in E*Trade, Charles Schwab, DB Alex.Brown, Charles Schwab, or Fidelity
brokerage accounts, or directly with Deutsche AM Distributors, Inc. (“Deutsche AM Distributors”) .
|
D.
|
Requirements Applicable to External, Temporary or Contract Employees
|
Subject to locally applicable employment law, External,
Temporary and Contract Employees employed at or with the Bank for a period of 3 months or longer are subject to all requirements
of this Policy.
External, Temporary and Contract Employees employed at
or with the Bank for a period of less than three (3) months are subject to all Restrictions set forth in Section 5 of this Policy.
|
E.
|
Reporting Requirements
|
|
(i)
|
Disclosure of Employee Related Accounts/Provision of Statements
|
As stated in Section 6.A. Designated
Brokerage Accounts above, upon joining DB, new Employees are required to disclose all of their Employee or Employee-Related
Accounts to Compliance, and must carry out the instructions provided to conform such Accounts, if necessary, to DB policies.
Furthermore, note that while Designated
Managed Account(s) are exempt from pre-clearance and trade reporting requirements, on a periodic basis, as determined by Compliance,
all US employees and their discretionary third party manager(s), must certify that the Employee did not have influence or control
over his/her Discretionary Managed Account(s). Compliance may request reports on holdings and/or transactions made in the Account(s)
to identify transactions that would have been prohibited pursuant to the Code.
|
(ii)
|
Initial Personal Securities Holdings Report (“IPSHR”)
|
In addition, no
later than ten (10) days after an individual becomes an Employee (i.e., joining/transferring into AM, etc.), he or she must also
complete and return a “Personal Securities Holdings Report” (filed during the “new hire” Code of Ethics
Annual Acknowledgement) for personal Securities holdings to AM Compliance (see iv. Annual
Acknowledgement of Personal Securities
Holdings below). The information must be current as of a date no more than forty-five (45) days prior to the hire date.
|
(iii)
|
Quarterly Personal Securities Trading Reports (“PSTR”)
|
Within thirty (30) days of the end
of each calendar quarter, all Employees must submit to AM Compliance a PSTR for Securities, unless exempted by a division-specific
requirement, if any.
Personal transactions in Deutsche
funds and funds distributed by Deutsche AM Distributors, as well as transactions in any off-shore funds must be included in this
report.
Employees that do not have any
reportable transactions in a particular quarter must indicate as such in the reporting system for the respective quarter.
The following types of transactions
do not have to be reported:
|
o
|
Transactions effected in an account in which the employee has no direct or indirect influence or
control (i.e. discretionary/managed accounts) do not have to be reported;
|
|
o
|
Transactions in Mutual Funds and closed end registered investment companies subject to periodic
purchase plans are not required to be reported quarterly, but holdings may still require reporting annually (see iv. below);
|
|
o
|
Transactions effected pursuant to an automatic investment plan or as a result of a dividend reinvestment
plan do not have to be reported but holdings will require reporting annually (see iv. below);
|
|
o
|
Bank Certificates of Deposits (“CDs”);
|
|
o
|
Direct obligations of the US Government;
|
|
o
|
High quality, short-term debt instruments (including repurchase agreements); and
|
|
o
|
US Mutual Funds (excluding Deutsche Mutual Funds).
|
|
(iv)
|
Annual Acknowledgement of Personal Securities Holdings
|
All Employees must
submit to Compliance on an annual basis at a date specified by Compliance, a Personal Securities Holdings Report for all Securities
and closed-end Mutual Fund holdings, unless exempted by a division-specific requirement, if any.
The information
submitted must be current within forty-five (45) calendar days of the report date.
Personal holdings in Deutsche funds
and funds distributed by Deutsche AM Distributors, Inc. as well as holdings in any off-shore funds must be included in this report.
Employees that
do not have any reportable securities holdings must indicate as such in the reporting system.
The following types of holdings
do not have to be reported:
|
·
|
Securities held in accounts over which the employee had no direct
or indirect influence or control (i.e. discretionary/managed accounts);
|
|
·
|
Direct obligations of the US Government;
|
|
·
|
High quality, short-term Debt Instruments (including repurchase agreements);
and
|
|
·
|
Mutual Funds other than Deutsche Mutual Funds and other funds distributed
by Deutsche AM Distributors, Inc.
|
|
(v)
|
Annual Acknowledgement of Accounts
|
Once each year, at a date to be specified
by Compliance, each Employee must acknowledge that they do or do not have brokerage and Mutual Fund Accounts. Employees with brokerage
and Mutual Fund Accounts must acknowledge each Account.
|
F.
|
Confirmation of Compliance with Policies
|
Annually, each Employee is required
to acknowledge that he or she has received the Code, as amended or updated, and confirm his or her adherence to it. Understanding
and complying with the Code and truthfully completing the Acknowledgment are the obligations of each Employee. Failure to perform
this obligation may result in the issuance of a Red Flag, which may result in disciplinary actions, including dismissal.
7.
Other Procedures/Restrictions
|
A.
|
Service on Boards of Directors
|
Service on Boards of publicly traded
companies may be undertaken after approval from the appropriate Business Signatory Officer (“BSO”), Credit Risk Management
(“CRM”) and Compliance, based upon a determination that these activities are consistent with the interests of DB and
its clients. Employees serving as directors for publicly traded companies will not be permitted to participate in the process of
making investment decisions on behalf of clients which involve the subject company.
|
B.
|
Outside Business Affiliations
|
Employees may not maintain outside
business affiliations (e.g., officer, director, governor, trustee, part-time employment, etc.) without the prior written approval
of the appropriate BSO, CRM (for Directorships and Partnerships) and Compliance. Employees may not engage in any activities on
behalf of an approved outside business affiliation during company time or while using DB property (e.g., e-mail, internet) other
than on a de minimis basis.
As a general rule, AM discourages
acceptance of executorships by members of the organization. However, family relationships may make it desirable to accept executorships
under certain wills. In all cases (other than when acting as Executor for one's own spouse, domestic partner, parent or spouse's
or domestic partner’s parent), it is necessary for the individual to have the written authorization of the appropriate BSO,
CRM and Compliance.
Authorization to serve as an
executor may be given in situations assuming that arrangements for the anticipated workload can be made without undue interference
with the individual's responsibilities to DB. For example, this may require the employment of an agent to handle the large amount
of detail which is usually involved. In such a case, the firm would expect the individual to retain the commission. There may be
other exceptions which will be determined based upon the facts of each case.
All trusteeships must have BSO,
CRM and Compliance approval. The firm will normally authorize Employees to act as trustees for trusts of their immediate family.
Other non-client trusteeships can conflict with our clients' interests so that acceptance of such trusteeships will be authorized
only in unusual circumstances.
|
E.
|
Custodianships and Powers of Attorney
|
It is expected that most custodianships
will be for minors of an individual’s immediate family. These will be considered as automatically authorized and do not require
written approval of the Firm. However, the written approval from Compliance is required for all other custodianships. All such
existing or prospective relationships must be reported in writing to AM Compliance.
Entrustment with a Power of Attorney
to execute Securities transactions on behalf of another requires written approval of Compliance. Authorization will only
be granted if AM believes such a role will not be unduly time consuming or create conflicts of interest.
Please see the Outside Business
Interests Policy – Deutsche Bank Group for additional information.
|
F.
|
Gifts and Entertainment
|
Giving
and receiving gifts and entertainment can create a conflict of interest or the appearance of a conflict of interest and may, in
some instances, violate the law6. Employees may not accept or give gifts, entertainment, or other things of material
value that would create the appearance that
6
Under the Bank Bribery Act and other applicable laws and regulations, severe penalties may
be imposed on anyone who offers or accepts such improper payments or gifts. If you receive or are offered an improper payment
or gift, or if you have any questions as to the application or interpretation of DB’s rules regarding the acceptance of
gifts, you must bring the matter to the attention of the Compliance Department.
the gift or
entertainment is intended to influence or reward the receipt of business, or otherwise affect an employee’s decision-making.
Gifts offered or received which have
no undue influence on providing financial services may be permitted in accordance with the Gifts, Entertainment and Business
Events Policy – DB Group. In addition, special circumstances may apply to Employees acting in certain capacities within
the organization7.
Gifts and Entertainment to Public/Government
Officials, Taft Hartley Union Officials and ERISA Plans and their Fiduciaries
The Department of Labor and other
governmental agencies, legislative bodies and jurisdictions may have rules and regulations regarding the receipt of gifts by their
employees or officials. In many cases, the giving of gifts or entertainment to these entities or individuals will be prohibited.
Please see the Gifts, Entertainment and Business Events Policy – DB Group for further details.
Non-Cash Compensation
Employees, Registered
Representatives and Associated Persons of Deutsche Asset Management broker-dealer affiliates must also comply with Financial Industry
Regulatory Authority (“FINRA”) Rules governing the payment of Non-Cash Compensation. Non-Cash Compensation encompasses
any form of compensation received in connection with the sale and distribution of variable contracts and investment company securities
that is not cash compensation, including, but not limited to, merchandise, gifts and prizes, travel expenses, meals and lodging.
For more information on the policy
refer to the Deutsche AM Distributors, Inc. Written Supervisory Procedures Manual – AM US.
|
G.
|
Rules for Dealing with Governmental Officials and Political Candidates
|
|
(i)
|
Corporate Payments or Political Contributions
|
No corporate or individual Employee
payments or gifts of value may be made to any outside party, including any government official or political candidate or official,
for the purpose of securing or retaining business for DB or influencing any decision on its behalf.
The Federal Election Campaign
Act prohibits corporations and labor organizations from using their general treasury funds to make contributions or expenditures
in connection with federal elections, and therefore DB departments may not make contributions to US Federal political parties
or candidates. The Political Contributions into the US and US Lobbying Activities Policy does not permit corporate
political contributions in federal, state or local elections. It also states that no employee may be compensated by the Firm for,
or cause the Firm to reimburse, any Political Contributions.
Under the Foreign Corrupt Practices
Act, Bank Bribery Law, Elections Law and other applicable regulations, severe penalties may be imposed on DB and on individuals
who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions
where DB does business. See the Anti-Bribery and Corruption Policy - DB Group.
7
In accordance with regulations and practices in various jurisdictions, as well as the rules
of the New York Stock Exchange and FINRA, certain Employees may be subject to more stringent gift-giving and receiving guidelines.
In general, these rules apply to the receipt of gifts by and from “associated persons” or where such gratuity is in
relation to the business of the employer. If you have any questions regarding your role relative to these rules contact Compliance.
|
(ii)
|
Personal Political Contributions
|
Employees must pre-clear ALL
political contributions before making or soliciting such contributions using Political Contributions, Gifts and Entertainment
Management System (“PGEMS”). This includes contributions that are paid from accounts held in the name of the employee
and those jointly held with others regardless of who made the contribution. A political contribution made on behalf of an employee's
spouse, dependent children and/or unemancipated minors may all also need to be pre-cleared depending on state or municipal reporting
requirements.
No personal payments or gifts of
value may be made to any outside party, including any government official or political candidate or official, for the purpose of
securing business for DB or influencing any decision on its behalf. Employees should always exercise care and good judgment to
avoid making any political contribution that may give rise to a conflict of interest or the appearance of conflict. If an AM business
unit engages in business with a particular governmental entity or official, Employees should avoid making personal political contributions
to officials or candidates who may appear to be in a position to influence the award of business to DB. All political contributions
should be made in accordance with AM policies and procedures.
For more information, please see the
Political Contributions into the US and US Lobbying Activities Policy.
Employees must not divulge contemplated
or completed Securities transactions or trading strategies of DB clients to any person, except as required by the performance
of such person’s duties and only on a need-to-know basis. In addition, the standards contained in the Information Security
Principles – DB Group, the Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls Policy
- DB Group, as well as those within the Code of Professional Conduct – US must be observed.
|
I.
|
Prohibition of Market Abuse under the European Market Abuse Regulation
|
Market abuse is unlawful behavior in
the financial markets and consists of insider dealing, unlawful disclosure of inside information and market manipulation. Such
behavior prevents full and proper market transparency, which is a prerequisite for trading for all economic actors in integrated
financial markets.
Under no circumstances shall portfolio
management therefore attempt, initiate or participate in any activities that may be considered as a violation of the insider dealing
or market manipulation regulations.
The responsibility to abide portfolio
management activities within the ruling to avoid market abuse needs to be considered by each portfolio manager/supervisor. Business
controls shall be implemented to avoid market abuse regulation.
Suspicious transactions/orders need
to be reported to Compliance according to the local process and procedures.
While the definition of Market Manipulation
varies from jurisdiction to jurisdiction, for the purpose of this policy, Market Manipulation is considered to be: (1) any transaction
or order
to trade a financial instrument that gives, or is likely to give, a false or misleading impression as to the supply of,
demand for, or price of one or more financial instruments; (2) dissemination of information (by any means) that gives or is likely
to give a false or misleading impression; (3) behaviour that is likely to distort the market, and likely to be regarded as a failure
to observe the standard of behaviour expected of the person involved; or (4) any transaction or order that secures the price of
one or more financial instruments at an abnormal or artificial level (collectively, “Market Manipulation”).
Orders should be considered to have
a wide meaning and encompass all types or orders, modifications/updates and cancellation of orders irrespective whether or not
they have been executed, irrespective of whether the order has been included in an order-book of the trading venue or the means
used to access the trading venue (including direct market access or algorithmic trading).
The scope of market manipulation includes
also OTC instruments whose price depends or has an effect on a financial instrument on or admitted to a trading venue, as where
a financial instrument is used as a reference price, an OTC traded financial instrument can be used to benefit from manipulated
prices or be used to manipulate the price of a financial instrument traded on a trading venue.
Attempted market manipulation is also
prohibited.
For details please refer to the Market
Conduct Policy – Deutsche Bank Group.
Insider dealing is the use of Inside
information by
|
·
|
acquiring or disposing of financial instruments to which the information relates
|
|
·
|
cancelling or amending orders to trade where the orders were placed before the person possessed
the inside information.
|
|
·
|
submitting, modifying or withdrawing a bid by a person for its own account of for the account of
a third party in relation to auctions of emission allowances or other auctioned product.
|
Orders placed before a person possesses
inside information generally is not deemed to be insider dealing. However, where a person comes into possession of inside information,
there should be a presumption that any subsequent change including cancellation or amendment of an order, constitutes insider dealing.
The same applies for an attempt to cancel/amend of an order when being in the possession of inside information. That presumption
could, however, be rebutted if the person establishes that he/she did not use the insider information when carrying out the transaction.
Not only insider dealing by portfolio
management personnel is prohibited, but also where portfolio management personnel recommend that another person engages in insider
dealing, or inducing another person to engage in insider dealing.
For details please refer to the Market
Conduct Policy - DB Group.
8.
Supervision
Supervisors and other relevant managers are
responsible for instituting reasonable measures designed to achieve compliance with this Code. Such measures include a prompt and
thorough review of pre-clearance requests and rejection of inappropriate transactions. If an unusual activity has been identified,
the Supervisor, in accordance to the WSP, should escalate the issue to his/her Supervisor or to Human Resources, Compliance, AML
and/or Legal as appropriate. If misconduct has been identified, the Supervisor is responsible for taking any remedial and/or disciplinary
action, as appropriate in accordance with DB policies and procedures.
Additionally, AM has implemented the Global
Supervisory System (“GSS”) which captures the documentation requirements set forth in specific procedures. Supervisors
must complete the appropriate GSS certification to facilitate the formal evidence that they performed their supervisory obligations,
which includes the review of Code of Ethics.
When reviewing pre-clearance requests for Employee
trades, supervisors (or designees) should focus attention on the following:
|
·
|
Transactions suggesting misuse of confidential, proprietary or material non-public (inside information,
non-public, price-sensitive information (“non-public PSI”), or PSI);
|
|
·
|
Transactions that appear excessive in terms of known financial resources;
|
|
·
|
High risk or aggressive transactions or strategies that may be inconsistent with known financial
resources or ordinary patterns of trading;
|
|
·
|
Transactions involving any of the prohibited activities listed in this Code;
|
|
·
|
Concentration in a specific security that could influence an Employee’s judgment or objectivity
in recommending transactions in the same security;
|
|
·
|
Potential conflicts of interests;
|
|
·
|
Past, present or future transactions or business in which the Employee has or will be expected
to undertake on behalf of DB or clients in connection with the security to be traded;
|
|
·
|
Frequency of trading, taking into account proportion to working hours; and
|
|
·
|
The nature of the transaction and relationship it may have to previous transactions.
|
For more information, please refer to the Employee
and Employee-Related Accounts Trading Policy & Procedures – Americas, APAC, EMEA (ex-Germany) Policy.
9.
Sanctions and Red Flags
The Red Flags process is an integral part of
the Bank’s global risk culture initiatives, aimed at embedding a strong risk culture across the Bank. This includes making
sure the firm only rewards the right behaviors. Employee trading is one of the categories that will be measured for compliance.
An Employee’s Red Flags data will therefore be considered as one of the criteria during performance management, compensation
and promotion decisions. Any Employee who violates the Code may be subject to the issuance of a Red Flag resulting in disciplinary
actions, including possible termination of employment. In addition, Securities transactions executed in violation of the Code,
such as short-term trading or trading during blackout periods, may subject the Employee to unwinding the trade and/or disgorging
of the profits or other financial penalties.
Code of Ethics violations are reported to Business
Management on a quarterly basis. Finally, violations and suspected violations of criminal laws will be reported to the appropriate
authorities as required by applicable laws and regulations. Additional information regarding the Red Flags Program can be found
at the following link:
http://risk.intranet.db.com/content/monitoring_28596.html.
10.
Interpretations and Exceptions
Compliance shall have the right to make
final and binding interpretations of the Code and may grant an exception to certain of the above restrictions, as long as no abuse
or potential abuse is involved. Each Employee must obtain approval from Compliance before taking action regarding such an exception.
Any questions regarding the applicability, meaning or administration of the Code shall be referred in advance of any contemplated
transaction to Compliance.
11.
Business-Line and Infrastructure Controls
In addition to the Supervisory responsibilities described above,
all impacted business and infrastructure units are required to adopt, implement, and maintain procedures to ensure compliance with
the Code. At a minimum, such procedures must: (i) assign roles and responsibilities for carrying out the procedures; (ii)
identify clear escalation paths for identified breaches of the procedures; and (iii) for non-dedicated procedures (i.e., desk manuals),
contain a legend or table mapping the procedures to this Policy (e.g., cross-referencing Section or page numbers).
12.
Associated Policies
-
Code of Business Conduct and Ethics – DB Group
-
CCF Risk Categories – Written Supervisory Procedures – Deutsche Asset
Management
-
Gifts, Entertainment and Business Events Policy – DB Group
-
Handling Confidential and Non-Public, Price Sensitive Information and Chinese Walls
Policy – DB Group
-
Anti-Bribery and Corruption Policy – DB Group
-
Employee Trading Policy – DB Group
-
Information Security Principles – DB Group
-
Restricted List Policy – DB Group
-
Code of Professional Conduct – US
-
Outside Business Interests Policy – Deutsche Bank Group
-
Employee and Employee-Related Accounts Trading Policy & Procedures – Americas,
APAC, EMEA (ex-Germany)
-
Political Contributions to US Officials and US Lobbying Activities Policy
-
Deutsche AM Distributors, Inc. Written Supervisory Procedures Manual – AM
US
-
Whistleblower Policy – Deutsche Bank Group
-
Market Conduct Policy - DB Group
12.
Authoritative Guidance
-
Rule 204A-1 of the Investment Advisers Act of 1940
-
Section 17(j) and Rule 17j-1 under the Investment Company Act of 1940
-
European Market Abuse Regulation
APPENDIX
I
SCHEDULE A
The following entities8 have adopted
this Code of Ethics – AM US:
Deutsche Investment Management Americas, Inc.
RREEF Americas LLC
DBX Advisors LLC
DBX Strategic Advisors LLC
Deutsche Bank Investment Managers
Deutsche Bank Securities Inc.
Deutsche AM Distributors, Inc.
8 The
references in the document to Employees include Employees of the entities that have adopted the Code of Ethics – AM US.
Exhibit (p)(3)
§4 Staff Ethics (“Code
of Ethics”)
4.1 Personal Account Dealing
Policy (the “PA Policy”)
4.1.1
Principle
All
relevant persons, when transacting securities and futures contracts for themselves (“personal investment”), must give
HGI managed funds and clients priority and avoid conflicts of interest.
Personal
investment for speculative purposes is discouraged.
4.1.2
Scope of application
“Relevant
person” means any staff members (other than contract staff members with a contract term of less than 3 months. For the avoidance
of doubt, contract staff members with a 3 calendar month contract or longer will still be subject to the PA Policy), or executive
directors of HGI, or any persons over whom they exercise control and influence (including but not limited to spouse and children
under the age of 18 living in the same household).
“Access
person” means a relevant person:
|
|
who has access to nonpublic information regarding any HGI managed funds’
or clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any accounts issued
or managed by HGI, or
|
|
|
who is involved in making securities recommendations to HGI managed funds
or clients, or who has access to such recommendations that are nonpublic.
|
For
the purpose of the PA Policy, all relevant persons are currently presumed to be access persons.
Unless
otherwise exempted by the Policy, personal investment is construed as securities and futures contracts as defined under the Securities
and Futures Ordinance, and include shares, stocks, futures, options, funds (including exchange traded funds (“ETFs”)),
interests in collective investment scheme, debentures, loan stocks, bonds, notes or their derivatives.
4.1.3
Personal investment not covered by the PA Policy
(1)Authorised
collective investment scheme (excluding ETFs)
Collective
investment schemes (excluding ETFs) authorised by the SFC of Hong Kong or the relevant regulators of the recognised jurisdictions
for distribution to the public are not covered by the PA Policy (see Appendix 2 for the list of recognised jurisdictions), except
for those:
|
|
issued or managed by HGI, in which case the relevant persons must seek pre-clearance
prior to buying or selling securities of such entities. It must be specifically noted that this includes any investments in US
funds managed by HGI.
|
|
|
issued or managed by Harvest Fund Management Co., Ltd (“HFM”),
in which case the relevant persons should follow the relevant requirements as prescribed by HFM from time to time.
|
4.1.4
Personal investment exempted from pre-clearance under the PA Policy
The
following are exempted from the pre-clearance requirements prescribed in 4.1.5(2) of the PA Policy.
For
the avoidance of doubt, all other requirements of the PA Policy will still apply,
|
(1)
|
Accounts with no investment control
|
Securities
held in accounts over which the relevant person has no direct or indirect influence or control. Relevant persons should provide
a copy of the investment management agreement in this connection to the Compliance Department for record.
|
(2)
|
Automatic investment plan
|
A
program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance
with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
4.1.5
PA Policy’s requirements:
|
(1)
|
Relevant persons are required to disclose their existing outside broking
account(s) and/or personal investment holdings within 10 days upon joining HGI (Appendix 3) (with such information being current
as of a date no more than 45 days prior to the date the person joined the firm) and at least quarterly thereafter, no later than
30 days after the end of the calendar quarter (Appendix 4);
|
|
(2)
|
Relevant persons are required to obtain prior written permission for personal
account dealing from the Compliance Department (and in their absence, the Group Chief Compliance Officer or their delegate) by
completing the Personal Account Dealing Approval Form (Appendix 5). The permission should be valid for the current day, and be
subject to the following constraints:
|
|
|
Relevant persons may not buy or sell an investment (“PA trade”)
on a day in which HGI has a pending “buy” or “sell” order in the same investment until that order is executed
or withdrawn;
|
|
|
Access persons may not buy or sell an investment for their personal account
where there was a HGI managed fund/client transaction for the same security within 7 calendar days before the PA trade; or in case
that the Portfolio Manager expects that there will be a HGI managed fund/client transaction for the same security within 7 calendar
days after the proposed PA trade. (For the avoidance of doubt, the execution of a PA trade will not prohibit any further HGI managed
fund/client transaction for the same security in the next 7 calendar days. When Compliance Department checks with the
|
Portfolio Manager
of an intended PA trade, the Portfolio Manager is only required to respond in respect of their prevailing investment intention.
Compliance Department will review PA trades on a regular basis for possible front running activities.);
|
|
Access persons may not buy or sell an investment for their personal account
within 7 calendar days before (if the access person is aware of a forthcoming recommendation) or after a recommendation
|
on
that investment is made or proposed by HGI;
|
|
Cross trades between relevant persons and HGI managed funds/client are prohibited;
|
|
|
Short-selling of any securities is prohibited;
|
|
|
Relevant persons are prohibited from participating in initial public offerings
available to funds managed by/clients of HGI or its connected persons, and should not use their positions to gain access to IPOs
for themselves or any other person (except with the prior approval of both the CEO and the Compliance Department in cases whereby
the IPO is in Hong Kong, and that the issue size is so substantial that any PA trades will not have any likely effect on the results
of allocation. In those circumstances, relevant persons are only allowed to subscribe through the public offering tranche, but
not the international placement tranche. All securities subscribed through IPOs should be held for at least 30 calendar days from
the date of listing.) For the avoidance of doubt, all purchases of IPOs must be pre-cleared by the CEO and the Compliance Department.
|
|
(3)
|
Relevant persons are required to hold all personal investments for at least
30 calendar days, unless prior written approval of the Compliance Department is given for an earlier disposal. PA trades of securities
with a maturity date of less than 30 calendar days are not allowed.
|
|
(4)
|
Relevant persons are required to obtain approval from the Compliance Department
for opening of outside broking accounts, and ensure that copies of records and statements of personal transactions entered into
by them are submitted to HGI.
|
|
(5)
|
Relevant persons are not permitted to delay settlement of personal transactions
beyond the normal settlement time for the relevant market.
|
|
(6)
|
PA trades on margin (except for futures contracts) are not allowed.
|
|
(7)
|
No PA trade will be allowed regarding listed companies put on the “black
list” or “restricted trading list” (see 5.3.5).
|
4.2 Receipt and Provision
of Benefits
In
order to strengthen the preventive measures of moral hazard, avoid conflict of interest or being perceived as improperly receiving
benefits of any kind, HGI staff members may not accept (offer) benefits or entertainment from (to) a person they know solely in
their professional capacity except in accordance with this policy.
No
gift, benefit or entertainment may be offered to or received from an existing or prospective client, counterparty, consultant,
broker, vendor or other service provider (“Business Partner”) if it meets any of the criteria below:
|
|
Is so frequent or excessive or of a type that raises any questions of impropriety
or inappropriateness;
|
|
|
Is inconsistent with customary business practice;
|
|
|
Can be construed as an improper inducement, bribe or payoff;
|
|
|
May improperly influence a staff member’s judgement; or
|
|
|
May be a violation of any local laws or regulation
|
Ordinary and usual business entertainment
must be attended by both parties, the giver and the recipient.
Staff
members are prohibited from giving or receiving cash or cash convertibles and from soliciting gifts or anything of value for their
own benefit in return for business, service or information that is proprietary or confidential to HGI or its Business Partners.
When
receiving benefits or entertainment with face value exceeding HKD1,500, the staff member should obtain prior approval (or as soon
as possible after receiving the benefits) by the Department Head and the Compliance Department (via email stating the type of benefits,
face value, entity/individual providing the benefits and their relationship with HGI) and report to HGI senior management. If under
special circumstances that such approval/reporting has not been obtained/arranged, a written explanation has to be provided as
soon as possible.
Prior
approval from the Department Head and the Compliance Department should be obtained for provision of benefits and entertainment
with face value exceeding HKD1,500, including hospitality, significant travelling and accommodation payments, etc. (via email stating
the type of benefits, face value, entity/individual receiving the benefits and their relationship with HGI) and the same should
be reported to HGI senior management. If under special circumstances that such approval/reporting has not been obtained/arranged,
a written explanation has to be provided as soon as possible.
Adult
entertainment is strictly prohibited. HGI should not pay for a Business Partner’s guest or spouse without prior consultation
with the Compliance Department. The guest or spouse of HGI staff member should not receive entertainment or benefits in relation
to the staff member’s capacity as HGI staff member.
Staff
members should declare quarterly regarding benefits received or provided exceeding the above limits (Appendix 4).
Anti
bribery: Staff members must not accept or offer bribes of any kind. HGI will take serious disciplinary action once discovered.
HGI will report the case to the Hong Kong Independent Commission Against Corruption or other enforcement authorities for cases
which involve breach of the Prevention of Bribery Ordinance or other Hong Kong legislations.
Public
and Government Officials: In general, gifts given to or received from government representatives, as well as their spouses and
family members, are prohibited regardless of cost or monetary value. Any exceptions require advance approval from the Compliance
Department. Entertainment provided to or received from public officials requires advance approval from Compliance Department.
Staff members
should
be aware that “government officials” can include employees or associates of state-owned enterprises.
Conferences
and events sponsored or co-sponsored by HGI must be pre-approved by Compliance
Department.
Attendees are normally expected to pay for their own transportation and accommodation. Exceptions may be sought with senior management
and Compliance Department. When HGI staff members are attending an event sponsored by a third party, HGI is expected to pay for
the staff members’ travel and accommodation.
Required
approvals of gifts and entertainment provided to or received from Business Partners must be supported by evidence and logged. The
Compliance Department is responsible for maintaining the register in this connection.
All
gifts given / received by any employee should be logged in HGI's gift log, a copy of which is administrated by the reception and
maintained by Chief Compliance Officer.
Tickets
and entertainment should also be logged in the gift log, even if the vendor is present at the event.
The
gift and entertainment log should be consolidated and reviewed on a monthly basis to identify any repetitive pattern of gifts and
entertainment given or received by a particular employee or for any items that appear to be inappropriate or excessive.
4.3 Outside Employment
If
staff member is a director or wishes to become a director of a corporation/a partner of a partnership or other business (including
charitable or not-for-profit activities) that is not affiliated to HGI, or to take up any other form of outside employment, this
must be notified to and approved by the Human Resources
Department and the
Compliance Department. For the avoidance of doubt, outside activities includes situations where an employee serves as a member
of a board on a charitable or not-for-profit organization.
Generally,
staff members will not be approved for any form of outside directorship or employment if, in
HGI
judgement, it may lead to a conflict of interest or if it has an impact on the staff member’s job performance.
All staff members are
required to submit a written request to the Compliance Department prior to engaging in any outside business activities. Compliance
Department must be informed of all outside business interests, even when they are not customer related.
The
Compliance Department will review the request and if necessary, impose conditions or limitations or prohibit the activity completely.
The Compliance Department will document and keep records of this process.
Staff
members are required to disclose the above within 14 days upon joining HGI (Appendix 3) and at least quarterly thereafter (Appendix
4).
Appendix 2:Recognised
Jurisdictions
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|
People’s Republic of China
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United States of America
|
Appendix 3:Compliance
Initial Declaration Form
To:
Harvest Global Investments Limited
In
accordance with the Personal Account Dealing Policy, I_________________ declare that I (and
any persons over whom I exercise control and influence) *do not hold any broking accounts for personal investment/hold the following
outside broking accounts for personal investment:
Name of account
holder
|
Name of external
broker
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Account number
|
Account category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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I
(and any persons over whom I exercise control and influence) currently *do not hold any personal investment/hold the following
personal investment:
Name of personal investment
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Category of personal investment
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Quantity of personal investment
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I
declare that I *do not hold any outside directorship, employment or business interest/(intend to) hold the following outside directorship/employment/business
interest*.
Name of the entity
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Business nature
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Effective date
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I
confirm that I have/have not* made any political contribution to a political party or government official based in the
USA within the past two years or conducted any meetings or conversations with known members of governments or political parties.
Staff
member’s signature: Date:
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*
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Please delete where inapplicable.
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Appendix 4:Compliance
Quarterly Declaration Form
To:
Harvest Global Investments Limited
Staff Name: [ ]
Title/
Department: [ ]
Declaration period: [ ] Quarter 20[ ]
Section
A – Personal Account DealingTransactions [to be provided by the Compliance Department based on Compliance’s
records]
Trade Date
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Securities
|
Quantity (buy/sell)
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Name of external
broker
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Approval from
Compliance
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Holdings [to be provided
by the Compliance Department based on Compliance’s records]
Name of external broker
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Securities
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Quantity
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All statements
received by
Compliance
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In accordance
with the Personal Account Dealing Policy (the "Policy"), I declare that, during the above declaration period and in relation
to myself and any persons over whom I exercise control and influence:
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I/we do not hold any broking accounts for personal
investment other than those listed above;
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the above transaction and holding records are complete
and accurate; and
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I/we have not conducted any
personal account dealing in which prior written permission has not been sought under the Policy (unless such dealing is otherwise
not covered by the Policy).
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Section B –
Outside Directorship, Employment or Business Interest
[To be provided
by the Compliance Department based on Compliance’s records]
Name of the entity
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Business nature
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Effective date
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I declare
that, for the declaration period, the above records of outside directorship, employment and business interest are complete and
accurate.
Section C –
Receipt or Provision of Benefits
I
confirm that I have/have not* received any gifts, benefits or entertainment of face value greater than HKD1,500 and/or
provided any gifts, benefits or entertainment of face value greater than HKD1,500, which have not been otherwise declared previously.
Section D –
Pay to Play
I
confirm that I have/have not* complied with the policies and procedures set forth in the Compliance Manual relating
to political contributions/Pay to Play,
and in particular, have/have not* made any political contribution to
a political
party or government official based in the USA or conducted any meetings or conversations with known members of governments or political
parties, which have not been otherwise declared previously.
Section E –
Training (annual declaration only)
I confirm
that I have/have not* complied with the continuous professional training (“CPT”) training requirement during
the calendar year for each regulated activity I engage.
Staff
member’s signature:
Date:
* Please
delete where inapplicable. If “Yes” to the above declaration, please provide the reason for non-declaration.
Appendix 5:Personal
Account Dealing Approval Form
HARVEST
GLOBAL INVESTMENTS LIMITED
PERSONAL ACCOUNT DEALING APPROVAL FORM
Employee
Name:_____________________________________________________________ Date: ___________________
Order Details
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BUY/
SELL
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COUNTER (Country)
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QUANTITY
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BROKER
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Note:
For IPOs, to route to CEO for approval.
Compliance Check
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Restricted Lists
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Is the security within HGI’s Restricted List?
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Yes/No
Compliance Sign-off:
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Outstanding Client Trades
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Is there a pending order for this security?
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Yes/No
Trader Sign-off:
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Access persons
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Has the security been traded within the past 7 calendar days?
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Yes/No
Compliance Sign-off:
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Will the security be traded within the next 7 calendar days?
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Yes/No
Fund Manager Sign-off:
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Is there an investment recommendation for the security within the past 7 calendar days?
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Yes/No
Fund Manager Sign-off:
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11