As filed with the Securities and Exchange Commission on December 19, 2019
Securities Act File No. 333-170122
Investment Company File No. 811-22487
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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☒ | |||
Pre-Effective Amendment No.
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Post-Effective Amendment No. 460
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and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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☒ | |||
Amendment No. 462
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(Check appropriate
box or boxes)
________________
DBX ETF TRUST
(Exact name of Registrant as specified in its charter)
________________
875 Third Avenue
New York, New York 10022-6225
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (212) 454-4500
________________
Freddi Klassen
DBX ETF Trust
875 Third Avenue
New York, New York 10022-6225
(Name
and Address of Agent for Service)
Copy to: Stuart Strauss, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New
York 10036-6797
________________
It is proposed that this filing will become effective: (check appropriate box)
☐ | immediately upon filing pursuant to paragraph (b) | |
☒ | on December 20, 2019 pursuant to paragraph (b) | |
☐ | 60 days after filing pursuant to paragraph (a) (1) | |
☐ | on (date) pursuant to paragraph (a)(1) | |
☐ | 75 days after filing pursuant to paragraph (a)(2) | |
☐ | on ______________ pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
☐ |
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:
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.
2 |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
NYSE Arca, Inc.: DEEF |
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Xtrackers Russell 1000 Comprehensive Factor ETF |
NYSE Arca, Inc.: DEUS |
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Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
NYSE Arca, Inc.: QARP |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF | |
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7 |
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Xtrackers Russell 1000 Comprehensive Factor ETF | |
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11 |
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Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | |
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Fund Details | |
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34 |
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Investing in the Funds | |
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Ticker: DEEF | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.35 |
Other Expenses | None |
Total annual fund operating expenses | 0.35 |
Fee waiver/expense reimbursement | 0.11 |
Total annual fund operating expenses after fee waiver | 0.24 |
1 Year | 3 Years | 5 Years | 10 Years | |
$25 | $101 | $185 | $432 |
Prospectus December 20, 2019 | 1 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor attempts to identify stocks that have low prices relative to their fundamental value and that provide the possibility of excess returns. |
■ | Momentum. The momentum score is calculated based on each company’s cumulative 11 month return. Momentum investing is a strategy based on the concept that stock performance tends to persist, either continuing to rise or fall. Momentum style investing emphasizes investing in securities that have had higher recent price performance compared to other securities, with the expectation that this will continue to produce short term excess returns in the future. The Index Provider’s methodology for measuring the momentum factor attempts to identify stocks with stronger past performance over the short term. |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
■ | Low Volatility. The low volatility score is calculated based on the standard deviation of 5 years of weekly local total returns. Volatility is a statistical measurement of the magnitude of increases or decreases in a stock’s price over time. Low volatility investing is a strategy based on the concept that stocks that exhibit low volatility tend to perform better than stocks with higher volatility. The Index Provider’s methodology for measuring the low volatility factor attempts to identify stocks with a historically lower risk (and higher return) profile relative to higher risk. |
■ | Size. The size score is calculated based on the full market capitalization of a company. The Index Provider’s methodology for measuring the size factor attempts to identify stocks of smaller companies relative to their larger counterparts, with the expectation that these will provide the possibility of excess returns. |
Prospectus December 20, 2019 | 2 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Prospectus December 20, 2019 | 3 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Prospectus December 20, 2019 | 4 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Prospectus December 20, 2019 | 5 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Prospectus December 20, 2019 | 6 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Returns | Period ending | |
Best Quarter | 6.96% | June 30, 2017 |
Worst Quarter | -11.91% | December 31, 2018 |
Year-to-Date | 10.63% | September 30, 2019 |
Inception Date |
1
Year |
Since
Inception |
|
Returns before tax | 11/24/2015 | -13.62 | 3.32 |
After tax on distributions | 11/24/2015 | -14.11 | 2.49 |
After tax on distributions and sale of fund shares | 11/24/2015 | -7.61 | 2.47 |
FTSE Developed ex US Comprehensive Factor Index | -13.09 | 4.03 | |
FTSE Developed ex US Net Tax (US RIC) Index | -14.33 | 2.89 |
Prospectus December 20, 2019 | 7 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Prospectus December 20, 2019 | 8 | Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
Ticker: DEUS | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.17 |
Other Expenses | None |
Total annual fund operating expenses | 0.17 |
1 Year | 3 Years | 5 Years | 10 Years | |
$17 | $55 | $96 | $217 |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor |
Prospectus December 20, 2019 | 9 | Xtrackers Russell 1000 Comprehensive Factor ETF |
■ | Momentum. The momentum score is calculated based on each company’s cumulative 11 month return. Momentum investing is a strategy based on the concept that stock performance tends to persist, either continuing to rise or fall. Momentum style investing emphasizes investing in securities that have had higher recent price performance compared to other securities, with the expectation that this will continue to produce short term excess returns in the future. The Index Provider’s methodology for measuring the momentum factor attempts to identify stocks with stronger past performance over the short term. |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
■ | Low Volatility. The low volatility score is calculated based on the standard deviation of 5 years of weekly local total returns. Volatility is a statistical measurement of the magnitude of increases or decreases in a stock’s price over time. Low volatility investing is a strategy based on the concept that stocks that exhibit low volatility tend to perform better than stocks with higher volatility. The Index Provider’s methodology for measuring the low volatility factor attempts to identify stocks with a historically lower risk (and higher return) profile relative to higher risk. |
■ | Size. The size score is calculated based on the full market capitalization of a company. The Index Provider’s methodology for measuring the size factor attempts to identify stocks of smaller companies relative to their larger counterparts, with the expectation that these will provide the possibility of excess returns. |
Prospectus December 20, 2019 | 10 | Xtrackers Russell 1000 Comprehensive Factor ETF |
Prospectus December 20, 2019 | 11 | Xtrackers Russell 1000 Comprehensive Factor ETF |
Prospectus December 20, 2019 | 12 | Xtrackers Russell 1000 Comprehensive Factor ETF |
Returns | Period ending | |
Best Quarter | 6.43% | December 31, 2017 |
Worst Quarter | -14.08% | December 31, 2018 |
Year-to-Date | 21.59% | September 30, 2019 |
Prospectus December 20, 2019 | 13 | Xtrackers Russell 1000 Comprehensive Factor ETF |
Inception Date |
1
Year |
Since
Inception |
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Returns before tax | 11/24/2015 | -8.73 | 6.52 |
After tax on distributions | 11/24/2015 | -9.08 | 6.03 |
After tax on distributions and sale of fund shares | 11/24/2015 | -4.88 | 5.02 |
Russell 1000 Comprehensive Factor Index | -8.68 | 6.73 | |
Russell 1000 Index Total Return | -4.78 | 8.08 |
Prospectus December 20, 2019 | 14 | Xtrackers Russell 1000 Comprehensive Factor ETF |
Ticker: QARP | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.19 |
Other Expenses | None |
Total annual fund operating expenses | 0.19 |
1 Year | 3 Years | 5 Years | 10 Years | |
$19 | $61 | $107 | $243 |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
Prospectus December 20, 2019 | 15 | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor attempts to identify stocks that have low prices relative to their fundamental value and that provide the possibility of excess returns. |
Prospectus December 20, 2019 | 16 | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
Prospectus December 20, 2019 | 17 | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
Prospectus December 20, 2019 | 18 | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
Prospectus December 20, 2019 | 19 | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor attempts to identify stocks that have low prices relative to their fundamental value and that provide the possibility of excess returns. |
■ | Momentum. The momentum score is calculated based on each company’s cumulative 11 month return. Momentum investing is a strategy based on the concept that stock performance tends to persist, either continuing to rise or fall. Momentum style investing emphasizes investing in securities that have had higher recent price performance compared to other securities, with the expectation that this will continue to produce short term excess returns in the future. The Index Provider’s methodology for measuring the momentum factor attempts to identify stocks with stronger past performance over the short term. |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
■ | Low Volatility. The low volatility score is calculated based on the standard deviation of 5 years of weekly local total returns. Volatility is a statistical measurement of the magnitude of increases or decreases in a stock’s price over time. Low volatility investing is a strategy based on the concept that stocks that exhibit low volatility tend to perform better than stocks with higher volatility. The Index Provider’s methodology for measuring the low volatility factor attempts to identify stocks with a historically lower risk (and higher return) profile relative to higher risk. |
■ | Size. The size score is calculated based on the full market capitalization of a company. The Index Provider’s methodology for measuring the size factor attempts to identify stocks of smaller companies relative to their larger counterparts, with the expectation that these will provide the possibility of excess returns. |
Prospectus December 20, 2019 | 20 | Fund Details |
Prospectus December 20, 2019 | 21 | Fund Details |
Prospectus December 20, 2019 | 22 | Fund Details |
Prospectus December 20, 2019 | 23 | Fund Details |
Prospectus December 20, 2019 | 24 | Fund Details |
Prospectus December 20, 2019 | 25 | Fund Details |
Prospectus December 20, 2019 | 26 | Fund Details |
Prospectus December 20, 2019 | 27 | Fund Details |
Prospectus December 20, 2019 | 28 | Fund Details |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor attempts to identify stocks that have low prices relative to their fundamental value and that provide the possibility of excess returns. |
■ | Momentum. The momentum score is calculated based on each company’s cumulative 11 month return. Momentum investing is a strategy based on the concept that stock performance tends to persist, either continuing to rise or fall. Momentum style investing emphasizes investing in securities that have had higher recent price performance compared to other securities, with the expectation that this will continue to produce short term excess returns in the future. The Index Provider’s methodology for measuring the momentum factor attempts to identify stocks with stronger past performance over the short term. |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
■ | Low Volatility. The low volatility score is calculated based on the standard deviation of 5 years of weekly local total returns. Volatility is a statistical measurement of the magnitude of increases or decreases in a stock’s price over time. Low volatility investing is a strategy based on the concept that stocks that exhibit low volatility tend to perform better than stocks with higher volatility. The Index Provider’s methodology for measuring the low volatility factor attempts to identify stocks with a historically lower risk (and higher return) profile relative to higher risk. |
■ | Size. The size score is calculated based on the full market capitalization of a company. The Index Provider’s methodology for measuring the size factor attempts to identify stocks of smaller companies relative to their larger counterparts, with the expectation that these will provide the possibility of excess returns. |
Prospectus December 20, 2019 | 29 | Fund Details |
Prospectus December 20, 2019 | 30 | Fund Details |
Prospectus December 20, 2019 | 31 | Fund Details |
Prospectus December 20, 2019 | 32 | Fund Details |
Prospectus December 20, 2019 | 33 | Fund Details |
Prospectus December 20, 2019 | 34 | Fund Details |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). The Index Provider’s methodology for measuring the quality factor attempts to identify stocks that are characterized by low debt, stable earnings growth, and other “quality” metrics, with the expectation that these will provide the possibility of excess returns. |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). Value investing generally refers to a strategy that buys stocks whose price is lower than the fundamental value of the stock. The Index Provider’s methodology for measuring the value factor attempts to identify stocks that have low prices relative to their fundamental value and that provide the possibility of excess returns. |
Prospectus December 20, 2019 | 35 | Fund Details |
Prospectus December 20, 2019 | 36 | Fund Details |
Prospectus December 20, 2019 | 37 | Fund Details |
Prospectus December 20, 2019 | 38 | Fund Details |
Prospectus December 20, 2019 | 39 | Fund Details |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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 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. |
■ | 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. |
Prospectus December 20, 2019 | 40 | Fund Details |
Fund Name | Fee Paid |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF | 0.29%* |
Xtrackers Russell 1000 Comprehensive Factor ETF | 0.17% |
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | 0.19% |
* | Reflecting the effect of expense limitations and/or fee waivers then in effect. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
Prospectus December 20, 2019 | 41 | Fund Details |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
Prospectus December 20, 2019 | 42 | 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. |
■ | 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. |
Prospectus December 20, 2019 | 43 | Fund Details |
Prospectus December 20, 2019 | 44 | Investing in the Funds |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers FTSE Developed ex US
Comprehensive Factor ETF |
DEEF | NYSE Arca, Inc. |
Xtrackers Russell 1000
Comprehensive Factor ETF |
DEUS | NYSE Arca, Inc. |
Xtrackers Russell 1000
US Quality at a Reasonable Price ETF |
QARP | NYSE Arca, Inc. |
Prospectus December 20, 2019 | 45 | Investing in the Funds |
Prospectus December 20, 2019 | 46 | Investing in the Funds |
Prospectus December 20, 2019 | 47 | Investing in the Funds |
Fund Name | Fee |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF | $3,000 |
Xtrackers Russell 1000 Comprehensive Factor ETF | $1,000 |
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | $1,250 |
Prospectus December 20, 2019 | 48 | Investing in the Funds |
Prospectus December 20, 2019 | 49 | Investing in the Funds |
Years Ended August 31, | Period Ended | |||
2019 | 2018 | 2017 | 8/31/2016a | |
Selected Per Share Data | ||||
Net Asset Value, beginning of period | $28.84 | $28.17 | $25.41 | $25.00 |
Income (loss) from investment operations: | ||||
Net investment income (loss)b | 0.83 | 0.77 | 0.54 | 0.52 |
Net realized and unrealized gain (loss) | (2.11) | 0.72c | 3.19c | 0.27 |
Total from investment operations | (1.28) | 1.49 | 3.73 | 0.79 |
Less distributions from: | ||||
Net investment income | (0.76) | (0.82) | (0.97) | (0.38) |
Total distributions | (0.76) | (0.82) | (0.97) | (0.38) |
Net Asset Value, end of period | $26.80 | $28.84 | $28.17 | $25.41 |
Total Return (%) | (4.51)d | 5.32 | 15.16 | 3.21** |
Ratios to Average Net Assets and Supplemental Data | ||||
Net Assets, end of period ($ millions) | 72 | 59 | 15 | 3 |
Ratio of expenses before fee waiver (%) | 0.35 | 0.35 | 0.35 | 0.36* |
Ratio of expenses after fee waiver (%) | 0.29 | 0.35 | 0.35 | 0.36* |
Ratio of net investment income (loss) (%) | 3.05 | 2.62 | 2.10 | 2.77* |
Portfolio turnover rate (%)e | 51 | 45 | 45 | 35** |
a | For the period November 24, 2015 (commencement of operations) through August 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 | Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions. |
* | Annualized. |
** | Not Annualized. |
Prospectus December 20, 2019 | 50 | Financial Highlights |
Years Ended August 31, | Period Ended | |||
2019 | 2018 | 2017 | 8/31/2016a | |
Selected Per Share Data | ||||
Net Asset Value, beginning of period | $33.93 | $29.47 | $26.76 | $25.00 |
Income (loss) from investment operations: | ||||
Net investment income (loss)b | 0.57 | 0.52 | 0.51 | 0.40 |
Net realized and unrealized gain (loss) | (0.09)c | 4.44 | 2.85 | 1.60 |
Total from investment operations | 0.48 | 4.96 | 3.36 | 2.00 |
Less distributions from: | ||||
Net investment income | (0.53) | (0.50) | (0.65) | (0.24) |
Total distributions | (0.53) | (0.50) | (0.65) | (0.24) |
Net Asset Value, end of period | $33.88 | $33.93 | $29.47 | $26.76 |
Total Return (%) | 1.53d | 16.97d | 12.75d | 8.06** |
Ratios to Average Net Assets and Supplemental Data | ||||
Net Assets, end of period ($ millions) | 203 | 171 | 100 | 21 |
Ratio of expenses before fee waiver (%) | 0.17 | 0.19 | 0.23 | 0.25* |
Ratio of expenses after fee waiver (%) | 0.17 | 0.18 | 0.21 | 0.25* |
Ratio of net investment income (loss) (%) | 1.77 | 1.62 | 1.83 | 2.01* |
Portfolio turnover rate (%)e | 48 | 45 | 67 | 64** |
a | For the period November 24, 2015 (commencement of operations) through August 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 | Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions. |
* | Annualized. |
** | Not Annualized. |
Prospectus December 20, 2019 | 51 | Financial Highlights |
Year Ended | Period Ended | |
8/31/2019 | 8/31/2018a | |
Selected Per Share Data | ||
Net Asset Value, beginning of period | $27.29 | $25.00 |
Income (loss) from investment operations: | ||
Net investment income (loss)b | 0.51 | 0.21 |
Net realized and unrealized gain (loss) | (0.25)c | 2.16 |
Total from investment operations | 0.26 | 2.37 |
Less distributions from: | ||
Net investment income | (0.47) | (0.08) |
Total distributions | (0.47) | (0.08) |
Net Asset Value, end of period | $27.08 | $27.29 |
Total Return (%) | 1.03d | 9.52** |
Ratios to Average Net Assets and Supplemental Data | ||
Net Assets, end of period ($ millions) | 111 | 61 |
Ratio of expenses before fee waiver (%) | 0.19 | 0.19* |
Ratio of expenses after fee waiver (%) | 0.19 | 0.19* |
Ratio of net investment income (loss) (%) | 1.93 | 2.00* |
Portfolio turnover rate (%)e | 31 | 26** |
a | For the period April 5, 2018 (commencement of operations) through August 31, 2018. |
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 December 20, 2019 | 52 | Financial Highlights |
(1) | Select a starting universe. Every constituent contained in the starting universe is eligible for inclusion. |
(2) | Generate a factor score for each stock in the chosen starting universe.* The respective factor scores consider the following criteria: |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). |
■ | Momentum. The momentum score is calculated based on each company’s cumulative 11 month return. |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). |
■ | Low Volatility. The low volatility score is calculated based on the standard deviation of 5 years of weekly local total returns. |
Prospectus December 20, 2019 | 53 | Appendix |
■ | Size. The size score is calculated based on the full market capitalization of a company. |
(3) | Stocks are selected for inclusion according to their factor scores relative to other stocks with respect to a particular factor, which results in the creation of a “broad” multifactor index. |
(4) | Country and industry constraints are applied if necessary. |
(5) | The final multi-factor index is formed by removing stocks that do not contribute to the factor objectives, subject to target exposure, index capacity and diversification limits. |
(1) | Select a starting universe. Every constituent contained in the starting universe is eligible for inclusion. |
(2) | Generate a factor score for each stock in the chosen starting universe.* The respective factor scores consider the following criteria: |
■ | Quality. The quality score is calculated from a company’s leverage and profitability (e.g., return on assets, asset turnover and accruals). |
■ | Value. The value score is calculated based on a company’s valuation ratios (e.g., cash-flow yield, earnings yield and country relative sales to price). |
(3) | Stocks are selected for inclusion according to their factor scores relative to other stocks with respect to a particular factor, which results in the creation of a multi-factor index. |
(4) | A quality factor tilt of 2.0x is applied to the factor score, such that the quality factor is relatively overweighted to the value factor. Index weights are then rescaled to ensure final weights sum to 100%. |
(5) | Country and industry constraints are applied if necessary. |
(6) | The final multi-factor index is formed by removing stocks that do not contribute to the factor objectives, subject to target exposure, index capacity and diversification limits. |
Prospectus December 20, 2019 | 54 | Appendix |
Prospectus December 20, 2019 | 55 | Appendix |
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 |
Xtrackers USD High Yield Corporate Bond ETF |
NYSE Arca, Inc.: HYLB |
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Xtrackers Short Duration High Yield Bond ETF |
NYSE Arca, Inc.: SHYL |
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Xtrackers High Beta High Yield Bond ETF |
NYSE Arca, Inc.: HYUP |
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Xtrackers Low Beta High Yield Bond ETF |
NYSE Arca, Inc.: HYDW |
Xtrackers USD High Yield Corporate Bond ETF | |
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Ticker: HYLB | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.20 |
Other Expenses | None |
Total annual fund operating expenses | 0.20 |
Fee waiver/expense reimbursement | 0.05 |
Total annual fund operating expenses after fee waiver | 0.15 |
1 Year | 3 Years | 5 Years | 10 Years | |
$15 | $59 | $108 | $250 |
Prospectus December 20, 2019 | 1 | Xtrackers USD High Yield Corporate Bond ETF |
Prospectus December 20, 2019 | 2 | Xtrackers USD High Yield Corporate Bond ETF |
Prospectus December 20, 2019 | 3 | Xtrackers USD High Yield Corporate Bond ETF |
Prospectus December 20, 2019 | 4 | Xtrackers USD High Yield Corporate Bond ETF |
Returns | Period ending | |
Best Quarter | 2.47% | September 30, 2018 |
Worst Quarter | -4.37% | December 31, 2018 |
Year-to-Date | 11.33% | September 30, 2019 |
Prospectus December 20, 2019 | 5 | Xtrackers USD High Yield Corporate Bond ETF |
Inception Date |
1
Year |
Since
Inception |
|
Returns before tax | 12/7/2016 | -1.91 | 2.48 |
After tax on distributions | 12/7/2016 | -4.15 | 0.07 |
After tax on distributions and sale of fund shares | 12/7/2016 | -1.10 | 0.87 |
Solactive USD High Yield Corporates Total Market Index | -1.73 | 2.79 | |
iBoxx USD Liquid High Yield Index | -1.48 | 2.69 |
Prospectus December 20, 2019 | 6 | Xtrackers USD High Yield Corporate Bond ETF |
Ticker: SHYL | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.20 |
Other Expenses | None |
Total annual fund operating expenses | 0.20 |
1 Year | 3 Years | 5 Years | 10 Years | |
$20 | $64 | $113 | $255 |
Prospectus December 20, 2019 | 7 | Xtrackers Short Duration High Yield Bond ETF |
Prospectus December 20, 2019 | 8 | Xtrackers Short Duration High Yield Bond ETF |
Prospectus December 20, 2019 | 9 | Xtrackers Short Duration High Yield Bond ETF |
Prospectus December 20, 2019 | 10 | Xtrackers Short Duration High Yield Bond ETF |
Prospectus December 20, 2019 | 11 | Xtrackers Short Duration High Yield Bond ETF |
Ticker: HYUP | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.35 |
Other Expenses | None |
Total annual fund operating expenses | 0.35 |
Fee waiver/expense reimbursement | 0.15 |
Total annual fund operating expenses after fee waiver | 0.20 |
1 Year | 3 Years | 5 Years | 10 Years | |
$20 | $97 | $181 | $428 |
Prospectus December 20, 2019 | 12 | Xtrackers High Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 13 | Xtrackers High Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 14 | Xtrackers High Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 15 | Xtrackers High Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 16 | Xtrackers High Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 17 | Xtrackers High Beta High Yield Bond ETF |
Ticker: HYDW | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.25 |
Other Expenses | None |
Total annual fund operating expenses | 0.25 |
Fee waiver/expense reimbursement | 0.05 |
Total annual fund operating expenses after fee waiver | 0.20 |
1 Year | 3 Years | 5 Years | 10 Years | |
$20 | $75 | $136 | $313 |
Prospectus December 20, 2019 | 18 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 19 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 20 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 21 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 22 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 23 | Xtrackers Low Beta High Yield Bond ETF |
Prospectus December 20, 2019 | 24 | Fund Details |
■ | 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 or where the coupon schedule is known at issuance, medium term notes (“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 or step-up bonds where the coupon schedule is not known at issuance, pay-in-kind bonds); |
■ | Covered bonds and notes may not be included in the Underlying Index; |
■ | Country of risk of the bond can be defined as developed markets (classified by the Index Provider) to include the following countries as of October 31, 2019: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the 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 (or at least 20 months to maturity for bonds newly added to the Underlying Index); |
■ | Time to maturity at issuance must be 15 years or less; |
■ | Bonds must be US dollar denominated; |
■ | Amount outstanding of each bond must be at least $400 million; |
■ | Issuer must have at least $1 billion in total principal amount outstanding; and |
■ | Must have a composite rating calculated from available ratings among three rating agencies: Moody’s, Fitch and S&P as sub-investment grade. |
Prospectus December 20, 2019 | 25 | Fund Details |
Prospectus December 20, 2019 | 26 | Fund Details |
Prospectus December 20, 2019 | 27 | Fund Details |
Prospectus December 20, 2019 | 28 | Fund Details |
Prospectus December 20, 2019 | 29 | Fund Details |
Prospectus December 20, 2019 | 30 | Fund Details |
■ | 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 or where the coupon schedule is known at issuance, medium term notes (“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 or step-up bonds where the coupon schedule is not known at issuance, pay-in-kind bonds); |
Prospectus December 20, 2019 | 31 | Fund Details |
■ | Covered bonds and notes may not be included in the Underlying Index; |
■ | Country of risk of the bond can be defined as developed markets (classified by the Index Provider) to include the following countries as of October 31, 2019: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom and the United States; |
■ | Time to maturity must be less than or equal to five years; |
■ | Time to maturity at issuance must be 15 years or less; |
■ | Bonds must be US dollar denominated; |
■ | Amount outstanding of each bond must be at least $400 million; |
■ | Issuer must have at least $1 billion in total principal amount outstanding; |
■ | Must be rated by at least one of Fitch, Moody’s or S&P. The average rating calculated from available ratings should be sub-investment grade; and |
■ | Bonds must be priced by a designated pricing provider and must have a price of 20 or higher. |
Prospectus December 20, 2019 | 32 | Fund Details |
Prospectus December 20, 2019 | 33 | Fund Details |
Prospectus December 20, 2019 | 34 | Fund Details |
Prospectus December 20, 2019 | 35 | Fund Details |
Prospectus December 20, 2019 | 36 | Fund Details |
Prospectus December 20, 2019 | 37 | Fund Details |
■ | Corporate debt (excluding government debt, quasigovernment 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 or where the coupon schedule is known at issuance, medium term notes (“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 or step-up bonds where the coupon schedule is not known at issuance, pay-in-kind bonds); |
■ | Covered bonds and notes may not be included in the Underlying Index; |
■ | Country of risk of the bond can be defined as developed markets (classified by the Index Provider) to include the following countries as of October 31, 2019: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the 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 (or at least 20 months to maturity for bonds newly added to the Underlying Index); |
■ | Time to maturity at issuance must be 15 years or less; |
■ | Bonds must be US dollar denominated; |
■ | Amount outstanding of each bond must be at least $400 million; |
■ | Issuer must have at least $1 billion in total principal amount outstanding; and |
■ | Must be rated by at least one of Fitch, Moody’s or S&P. The average rating calculated from available ratings should be sub-investment grade. |
Prospectus December 20, 2019 | 38 | Fund Details |
Prospectus December 20, 2019 | 39 | Fund Details |
Prospectus December 20, 2019 | 40 | Fund Details |
Prospectus December 20, 2019 | 41 | Fund Details |
Prospectus December 20, 2019 | 42 | Fund Details |
Prospectus December 20, 2019 | 43 | Fund Details |
Prospectus December 20, 2019 | 44 | Fund Details |
■ | Corporate debt (excluding government debt, quasigovernment 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 or where the coupon schedule is known at issuance, medium term notes (“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 or step-up bonds where the coupon schedule is not known at issuance, pay-in-kind bonds); |
Prospectus December 20, 2019 | 45 | Fund Details |
■ | Covered bonds and notes may not be included in the Underlying Index; |
■ | Country of risk of the bond can be defined as developed markets (classified by the Index Provider) to include the following countries as of October 31, 2019: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Luxembourg, the 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 (or at least 20 months to maturity for bonds newly added to the Underlying Index); |
■ | Time to maturity at issuance must be 15 years or less; |
■ | Bonds must be US dollar denominated; |
■ | Amount outstanding of each bond must be at least $400 million; |
■ | Issuer must have at least $1 billion in total principal amount outstanding; and |
■ | Must be rated by at least one of Fitch, Moody’s or S&P. The average rating calculated from available ratings should be sub-investment grade. |
Prospectus December 20, 2019 | 46 | Fund Details |
Prospectus December 20, 2019 | 47 | Fund Details |
Prospectus December 20, 2019 | 48 | Fund Details |
Prospectus December 20, 2019 | 49 | Fund Details |
Prospectus December 20, 2019 | 50 | Fund Details |
■ | 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. |
■ | 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. |
■ | 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. |
■ | Xtrackers USD High Yield Corporate Bond 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”). |
■ | 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. |
Prospectus December 20, 2019 | 51 | Fund Details |
■ | 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. |
Fund Name | Fee Paid |
Xtrackers USD High Yield Corporate Bond ETF | 0.17%* |
Xtrackers Short Duration High Yield Bond ETF | 0.20% |
Xtrackers High Beta High Yield Bond ETF | 0.31%* |
Xtrackers Low Beta High Yield Bond ETF | 0.24%* |
* | Reflecting the effect of expense limitations and/or fee waivers then in effect. |
Prospectus December 20, 2019 | 52 | Fund Details |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | 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. |
Prospectus December 20, 2019 | 53 | Fund Details |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | 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. |
Prospectus December 20, 2019 | 54 | Fund Details |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | 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. |
■ | 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. |
Prospectus December 20, 2019 | 55 | Fund Details |
Prospectus December 20, 2019 | 56 | Investing in the Funds |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers USD High Yield Corporate Bond ETF | HYLB | NYSE Arca, Inc. |
Xtrackers Short Duration High Yield Bond ETF | SHYL | NYSE Arca, Inc. |
Xtrackers High Beta High Yield Bond ETF | HYUP | NYSE Arca, Inc. |
Xtrackers Low Beta High Yield Bond ETF | HYDW | NYSE Arca, Inc. |
Prospectus December 20, 2019 | 57 | Investing in the Funds |
Prospectus December 20, 2019 | 58 | Investing in the Funds |
Prospectus December 20, 2019 | 59 | Investing in the Funds |
Fund Name | Fee |
Xtrackers USD High Yield Corporate Bond ETF | $500 |
Xtrackers Short Duration High Yield Bond ETF | $500 |
Xtrackers High Beta High Yield Bond ETF | $500 |
Xtrackers Low Beta High Yield Bond ETF | $500 |
Prospectus December 20, 2019 | 60 | Investing in the Funds |
Prospectus December 20, 2019 | 61 | Investing in the Funds |
Years Ended August 31, | Period Ended | ||
2019 | 2018 | 8/31/2017a | |
Selected Per Share Data | |||
Net Asset Value, beginning of period | $49.88 | $51.21 | $50.00 |
Income (loss) from investment operations: | |||
Net investment income (loss)b | 2.98 | 2.89 | 2.07 |
Net realized and unrealized gain (loss) | 0.30 | (1.53) | 1.11 |
Total from investment operations | 3.28 | 1.36 | 3.18 |
Less distributions from: | |||
Net investment income | (2.92) | (2.69) | (1.97) |
Total distributions | (2.92) | (2.69) | (1.97) |
Net Asset Value, end of period | $50.24 | $49.88 | $51.21 |
Total Return (%) | 6.87c | 2.76c | 6.43** |
Ratios to Average Net Assets and Supplemental Data | |||
Net Assets, end of period ($ millions) | 3,062 | 1,796 | 220 |
Ratio of expenses before fee waiver (%) | 0.20 | 0.20 | 0.25* |
Ratio of expenses after fee waiver (%) | 0.17 | 0.20 | 0.25* |
Ratio of net investment income (loss) (%) | 6.06 | 5.86 | 5.57* |
Portfolio turnover rate (%)d | 29 | 32 | 36** |
a | For the period December 7, 2016 (commencement of operations) through August 31, 2017. |
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 December 20, 2019 | 62 | Financial Highlights |
Year Ended | Period Ended | |
8/31/2019 | 8/31/2018a | |
Selected Per Share Data | ||
Net Asset Value, beginning of period | $49.69 | $50.00 |
Income (loss) from investment operations: | ||
Net investment income (loss)b | 2.83 | 1.76 |
Net realized and unrealized gain (loss) | (0.54) | (0.59) |
Total from investment operations | 2.29 | 1.17 |
Less distributions from: | ||
Net investment income | (2.85) | (1.48) |
Total distributions | (2.85) | (1.48) |
Net Asset Value, end of period | $49.13 | $49.69 |
Total Return (%) | 4.79c | 2.41** |
Ratios to Average Net Assets and Supplemental Data | ||
Net Assets, end of period ($ millions) | 22 | 40 |
Ratio of expenses before fee waiver (%) | 0.20 | 0.20* |
Ratio of expenses after fee waiver (%) | 0.20 | 0.20* |
Ratio of net investment income (loss) (%) | 5.78 | 5.56* |
Portfolio turnover rate (%)d | 45 | 37** |
a | For the period January 10, 2018 (commencement of operations) through August 31, 2018. |
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 December 20, 2019 | 63 | Financial Highlights |
Year Ended | Period Ended | |
8/31/2019 | 8/31/2018a | |
Selected Per Share Data | ||
Net Asset Value, beginning of period | $49.17 | $50.00 |
Income (loss) from investment operations: | ||
Net investment income (loss)b | 3.32 | 2.07 |
Net realized and unrealized gain (loss) | (0.58) | (1.11) |
Total from investment operations | 2.74 | 0.96 |
Less distributions from: | ||
Net investment income | (3.30) | (1.79) |
Total distributions | (3.30) | (1.79) |
Net Asset Value, end of period | $48.61 | $49.17 |
Total Return (%) | 5.90c | 2.01** |
Ratios to Average Net Assets and Supplemental Data | ||
Net Assets, end of period ($ millions) | 151 | 148 |
Ratio of expenses before fee waiver (%) | 0.35 | 0.35* |
Ratio of expenses after fee waiver (%) | 0.31 | 0.35* |
Ratio of net investment income (loss) (%) | 6.91 | 6.71* |
Portfolio turnover rate (%)d | 51 | 34** |
a | For the period January 11, 2018 (commencement of operations) through August 31, 2018. |
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 December 20, 2019 | 64 | Financial Highlights |
Year Ended | Period Ended | |
8/31/2019 | 8/31/2018a | |
Selected Per Share Data | ||
Net Asset Value, beginning of period | $49.16 | $50.00 |
Income (loss) from investment operations: | ||
Net investment income (loss)b | 2.29 | 1.37 |
Net realized and unrealized gain (loss) | 1.44 | (1.05) |
Total from investment operations | 3.73 | 0.32 |
Less distributions from: | ||
Net investment income | (2.27) | (1.16) |
Total distributions | (2.27) | (1.16) |
Net Asset Value, end of period | $50.62 | $49.16 |
Total Return (%) | 7.84c | 0.68** |
Ratios to Average Net Assets and Supplemental Data | ||
Net Assets, end of period ($ millions) | 144 | 138 |
Ratio of expenses before fee waiver (%) | 0.25 | 0.25* |
Ratio of expenses after fee waiver (%) | 0.24 | 0.25* |
Ratio of net investment income (loss) (%) | 4.66 | 4.44* |
Portfolio turnover rate (%)d | 55 | 52** |
a | For the period January 11, 2018 (commencement of operations) through August 31, 2018. |
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 December 20, 2019 | 65 | Financial Highlights |
Prospectus December 20, 2019 | 66 | Appendix |
Prospectus December 20, 2019 | 67 | Appendix |
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 |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
NYSE Arca, Inc.: EMSG |
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Xtrackers MSCI EAFE ESG Leaders Equity ETF |
NYSE Arca, Inc.: EASG |
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Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
NYSE Arca, Inc.: ACSG |
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Xtrackers MSCI USA ESG Leaders Equity ETF |
NYSE Arca, Inc.: USSG |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | |
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Xtrackers MSCI EAFE ESG Leaders Equity ETF | |
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Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | |
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Investing in the Funds | |
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Ticker: EMSG | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.20 |
Other Expenses | None |
Total annual fund operating expenses | 0.20 |
1 Year | 3 Years | 5 Years | 10 Years | |
$20 | $64 | $113 | $255 |
Prospectus December 20, 2019 | 1 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or above to remain in the index, and companies that are currently not constituents of the Underlying Index are also required to have an MSCI ESG rating of BB or above to be considered eligible for addition. |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 2 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 3 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 4 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 5 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 6 | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
Ticker: EASG | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.14 |
Other Expenses | None |
Total annual fund operating expenses | 0.14 |
1 Year | 3 Years | 5 Years | 10 Years | |
$14 | $45 | $79 | $179 |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or above to remain in the index, and companies that are currently not constituents of the Underlying Index are also required to have an MSCI ESG rating of BB or above to be considered eligible for addition. |
Prospectus December 20, 2019 | 7 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 8 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 9 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 10 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 11 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 12 | Xtrackers MSCI EAFE ESG Leaders Equity ETF |
Ticker: ACSG | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.16 |
Other Expenses | None |
Total annual fund operating expenses | 0.16 |
1 Year | 3 Years | 5 Years | 10 Years | |
$16 | $52 | $90 | $205 |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging |
Prospectus December 20, 2019 | 13 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 14 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 15 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 16 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 17 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 18 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 19 | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
Ticker: USSG | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.10 |
Other Expenses1 | None |
Total annual fund operating expenses | 0.10 |
1 Year | 3 Years | |
$10 | $32 |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or |
Prospectus December 20, 2019 | 20 | Xtrackers MSCI USA ESG Leaders Equity ETF |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. A controversy case is defined as an instance or ongoing situation in which company operations and/or products allegedly have a negative environmental, social, and/or governance impact. A case is typically a single event such as a spill, accident, regulatory action, or a set of closely linked events or allegations such as health and safety fines at the same facility, multiple allegations of anti-competitive behavior related to the same product line, multiple community protests at the same company location, or multiple individual lawsuits alleging the same type of discrimination. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 21 | Xtrackers MSCI USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 22 | Xtrackers MSCI USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 23 | Xtrackers MSCI USA ESG Leaders Equity ETF |
Prospectus December 20, 2019 | 24 | Xtrackers MSCI USA ESG Leaders Equity ETF |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 25 | Fund Details |
Prospectus December 20, 2019 | 26 | Fund Details |
Prospectus December 20, 2019 | 27 | Fund Details |
Prospectus December 20, 2019 | 28 | Fund Details |
Prospectus December 20, 2019 | 29 | Fund Details |
Prospectus December 20, 2019 | 30 | Fund Details |
Prospectus December 20, 2019 | 31 | Fund Details |
Prospectus December 20, 2019 | 32 | Fund Details |
Prospectus December 20, 2019 | 33 | Fund Details |
Prospectus December 20, 2019 | 34 | Fund Details |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or above to remain in the index, and companies that are currently not constituents of the Underlying Index are also required to have an MSCI ESG rating of BB or above to be considered eligible for addition. |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 35 | Fund Details |
Prospectus December 20, 2019 | 36 | Fund Details |
Prospectus December 20, 2019 | 37 | Fund Details |
Prospectus December 20, 2019 | 38 | Fund Details |
Prospectus December 20, 2019 | 39 | Fund Details |
Prospectus December 20, 2019 | 40 | Fund Details |
Prospectus December 20, 2019 | 41 | Fund Details |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or above to remain in the index, and companies that are currently not constituents of the Underlying Index are also required to have an MSCI ESG rating of BB or above to be considered eligible for addition. |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. MSCI ESG Controversies score companies on a scale of 0 to 10, with 0 being the most severe controversy. Existing constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 1 or above to remain in the index, while companies that are currently not constituents of the Underlying Index are required to have an MSCI ESG Controversies Score of 3 or above to be considered eligible for addition. |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental |
Prospectus December 20, 2019 | 42 | Fund Details |
Prospectus December 20, 2019 | 43 | Fund Details |
Prospectus December 20, 2019 | 44 | Fund Details |
Prospectus December 20, 2019 | 45 | Fund Details |
Prospectus December 20, 2019 | 46 | Fund Details |
Prospectus December 20, 2019 | 47 | Fund Details |
Prospectus December 20, 2019 | 48 | Fund Details |
Prospectus December 20, 2019 | 49 | Fund Details |
■ | MSCI ESG Ratings provides research, analysis and ratings of how well companies manage their ESG risks and opportunities. MSCI ESG Ratings provides a company with an overall ESG rating on a seven point scale, ranging from ‘AAA’ to ‘CCC.’ Existing constituents of the Underlying Index are required to have an MSCI ESG rating of BB or above to remain in the index, and companies that are currently not constituents of the Underlying Index are also required to have an MSCI ESG rating of BB or above to be considered eligible for addition. |
■ | MSCI ESG Controversies provides assessments of controversies concerning the negative ESG impact of company operations, products and services. A controversy case is defined as an instance or ongoing situation in which company operations and/or products allegedly have a negative environmental, social, and/or governance impact. A case is typically a single event such as a spill, accident, regulatory action, or a set of closely linked events or allegations such as health and safety fines at the same facility, multiple allegations of anti-competitive behavior related to the same product line, multiple community |
■ | MSCI ESG Business Involvement Screening Research aims to enable institutional investors to manage ESG standards and restrictions reliably and efficiently. Companies that are involved in specific business activities which have high potential for negative social and/or environmental impact, such as alcohol, gambling, tobacco, nuclear power, conventional weapons, nuclear weapons, controversial weapons and civilian firearms, are ineligible for inclusion. |
Prospectus December 20, 2019 | 50 | Fund Details |
Prospectus December 20, 2019 | 51 | Fund Details |
Prospectus December 20, 2019 | 52 | Fund Details |
Prospectus December 20, 2019 | 53 | Fund Details |
Prospectus December 20, 2019 | 54 | Fund Details |
■ | 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. |
■ | 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. |
■ | 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. |
■ | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF and Xtrackers MSCI ACWI ex USA ESG Leaders 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”). |
■ | 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. |
■ | 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. |
Prospectus December 20, 2019 | 55 | Fund Details |
Fund Name | Fee Paid |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | 0.20% |
Xtrackers MSCI EAFE ESG Leaders Equity ETF | 0.14% |
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | 0.16% |
Xtrackers MSCI USA ESG Leaders Equity ETF | 0.10% |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
Prospectus December 20, 2019 | 56 | Fund Details |
■ | Joined DWS in 2017, with twelve years of industry experience. Prior to his joining DWS, Prior to his current role, Mr. Bassous served as Portfolio Manager at Northern Trust Asset Management where he managed equity portfolios across a variety of global benchmarks. While at Northern Trust, he spent several years in Chicago, London and Hong Kong where he managed portfolios on behalf of institutional clients in North America, Europe, the Middle East and Asia. 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. |
■ | Portfolio Manager for Equities, Passive Asset Management: New York. |
■ | BS in Finance from Sy Syms School of Business, Yeshiva University. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | Joined DWS in 2017, with twelve years of industry experience. Prior to his joining DWS, Prior to his current role, Mr. Bassous served as Portfolio Manager at Northern Trust Asset Management where he managed equity portfolios across a variety of global benchmarks. While at Northern Trust, he spent several years in Chicago, London and Hong Kong where he managed portfolios on behalf of institutional clients in North America, Europe, the Middle East and Asia. 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. |
■ | Portfolio Manager for Equities, Passive Asset Management: New York. |
■ | BS in Finance from Sy Syms School of Business, Yeshiva University. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
Prospectus December 20, 2019 | 57 | Fund Details |
■ | Joined DWS in 2017, with twelve years of industry experience. Prior to his joining DWS, Prior to his current role, Mr. Bassous served as Portfolio Manager at Northern Trust Asset Management where he managed equity portfolios across a variety of global benchmarks. While at Northern Trust, he spent several years in Chicago, London and Hong Kong where he managed portfolios on behalf of institutional clients in North America, Europe, the Middle East and Asia. 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. |
■ | Portfolio Manager for Equities, Passive Asset Management: New York. |
■ | BS in Finance from Sy Syms School of Business, Yeshiva University. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
■ | Joined DWS in 2017, with twelve years of industry experience. Prior to his joining DWS, Prior to his current role, Mr. Bassous served as Portfolio Manager at Northern Trust Asset Management where he managed equity portfolios across a variety of global benchmarks. While at Northern Trust, he spent several years in Chicago, London and Hong Kong where he managed portfolios on behalf of institutional clients in North America, Europe, the Middle East and Asia. 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. |
■ | Portfolio Manager for Equities, Passive Asset Management: New York. |
■ | BS in Finance from Sy Syms School of Business, Yeshiva University. |
Prospectus December 20, 2019 | 58 | Fund Details |
Prospectus December 20, 2019 | 59 | Investing in the Funds |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | EMSG | NYSE Arca, Inc. |
Xtrackers MSCI EAFE ESG Leaders Equity ETF | EASG | NYSE Arca, Inc. |
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | ACSG | NYSE Arca, Inc. |
Xtrackers MSCI USA ESG Leaders Equity ETF | USSG | NYSE Arca, Inc. |
Prospectus December 20, 2019 | 60 | Investing in the Funds |
Prospectus December 20, 2019 | 61 | Investing in the Funds |
Prospectus December 20, 2019 | 62 | Investing in the Funds |
Prospectus December 20, 2019 | 63 | Investing in the Funds |
Prospectus December 20, 2019 | 64 | Investing in the Funds |
Period Ended | |
8/31/2019a | |
Selected Per Share Data | |
Net Asset Value, beginning of period | $25.00 |
Income (loss) from investment operations: | |
Net investment income (loss)b | 0.50 |
Net realized and unrealized gain (loss) | (0.53) |
Total from investment operations | (0.03) |
Less distributions from: | |
Net investment income | (0.27) |
Total distributions | (0.27) |
Net Asset Value, end of period | $24.70 |
Total Return (%)c | (0.17)** |
Ratios to Average Net Assets and Supplemental Data | |
Net Assets, end of period ($ millions) | 7 |
Ratio of expenses before fee waiver (%) | 0.20* |
Ratio of expenses after fee waiver (%) | 0.20* |
Ratio of net investment income (loss) (%) | 2.68* |
Portfolio turnover rate (%)d | 16** |
a | For the period December 6, 2018 (commencement of operations) through August 31, 2019. |
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 December 20, 2019 | 65 | Financial Highlights |
Period Ended | |
8/31/2019a | |
Selected Per Share Data | |
Net Asset Value, beginning of period | $25.00 |
Income (loss) from investment operations: | |
Net investment income (loss)b | 0.78 |
Net realized and unrealized gain (loss) | (1.01) |
Total from investment operations | (0.23) |
Less distributions from: | |
Net investment income | (0.66) |
Net realized gains | (0.01) |
Total distributions | (0.67) |
Net Asset Value, end of period | $24.10 |
Total Return (%)c | (0.91)** |
Ratios to Average Net Assets and Supplemental Data | |
Net Assets, end of period ($ millions) | 7 |
Ratio of expenses before fee waiver (%) | 0.14* |
Ratio of expenses after fee waiver (%) | 0.14* |
Ratio of net investment income (loss) (%) | 3.25* |
Portfolio turnover rate (%)d | 10** |
a | For the period September 6, 2018 (commencement of operations) through August 31, 2019. |
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 December 20, 2019 | 66 | Financial Highlights |
Period Ended | |
8/31/2019a | |
Selected Per Share Data | |
Net Asset Value, beginning of period | $25.00 |
Income (loss) from investment operations: | |
Net investment income (loss)b | 0.60 |
Net realized and unrealized gain (loss) | 0.27 |
Total from investment operations | 0.87 |
Less distributions from: | |
Net investment income | (0.45) |
Total distributions | (0.45) |
Net Asset Value, end of period | $25.42 |
Total Return (%)c | 3.44 ** |
Ratios to Average Net Assets and Supplemental Data | |
Net Assets, end of period ($ millions) | 8 |
Ratio of expenses before fee waiver (%) | 0.16 * |
Ratio of expenses after fee waiver (%) | 0.16 * |
Ratio of net investment income (loss) (%) | 3.17 * |
Portfolio turnover rate (%)d | 10 ** |
a | For the period December 6, 2018 (commencement of operations) through August 31, 2019. |
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 December 20, 2019 | 67 | Financial Highlights |
Period Ended | |
8/31/2019a | |
Selected Per Share Data | |
Net Asset Value, beginning of period | $25.00 |
Income (loss) from investment operations: | |
Net investment income (loss)b | 0.24 |
Net realized and unrealized gain (loss) | 1.57 |
Total from investment operations | 1.81 |
Less distributions from: | |
Net investment income | (0.12) |
Total distributions | (0.12) |
Net Asset Value, end of period | $26.69 |
Total Return (%)c | 7.23** |
Ratios to Average Net Assets and Supplemental Data | |
Net Assets, end of period ($ millions) | 1,341 |
Ratio of expenses before fee waiver (%) | 0.10* |
Ratio of expenses after fee waiver (%) | 0.10* |
Ratio of net investment income (loss) (%) | 1.89* |
Portfolio turnover rate (%)d | 5** |
a | For the period March 7, 2019 (commencement of operations) through August 31, 2019. |
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 December 20, 2019 | 68 | Financial Highlights |
■ | For each sector, the eligible constituents are first ranked based on the company level ESG rating; |
■ | If two companies have the same ESG Rating, the company with the better ESG Trend is given priority; |
Prospectus December 20, 2019 | 69 | Appendix |
■ | In the case of two companies with the same ESG Rating and ESG Trend, an existing index constituent is given priority to maintain index stability. Between two existing constituents with the same ESG Rating and ESG Trend, the company with the higher industry adjusted ESG score is given priority. For two existing index constituents with the same industry adjusted ESG score, the larger company by free-float adjusted market capitalization is given priority; |
■ | The cumulative sector coverage at each rank is calculated; |
■ | In each sector, companies are selected until the cumulative sector coverage of the selected securities crosses 50% or there are no eligible securities left to be selected; |
■ | If a company that increases the cumulative sector coverage above 50% (the “marginal company”) is a current ESG Leaders Index constituent, then it is retained in the ESG Leaders Index even though it may result in a cumulative sector coverage significantly higher compared to the 50% target. This is aimed at ensuring better index stability and lower turnover; |
■ | If the marginal company is a non-index constituent, then the marginal company will be included in the ESG Leaders Index only if the cumulative sector coverage with the marginal company is closer to 50% compared to the cumulative sector coverage without the marginal company; |
■ | The minimum sector coverage is set to 45%; |
■ | The marginal company will be added to the ESG Leaders Index if required to achieve cumulative sector coverage of less than 45%; and |
■ | Securities which are ineligible will not be added even if the cumulative sector coverage after addition of all eligible securities is below 50%. |
Prospectus December 20, 2019 | 70 | Appendix |
Prospectus December 20, 2019 | 71 | Appendix |
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 |
Xtrackers S&P 500 ESG ETF |
NYSE Arca, Inc.: SNPE |
Xtrackers S&P 500 ESG ETF | |
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Ticker: SNPE | Stock Exchange: NYSE Arca, Inc. |
Management fee | 0.11 |
Other Expenses1 | None |
Total annual fund operating expenses | 0.11 |
1 Year | 3 Years | |
$11 | $35 |
Prospectus December 20, 2019 | 1 | Xtrackers S&P 500 ESG ETF |
■ | Engage in the production of tobacco, have tobacco sales accounting for greater than 10% of their revenue, derive more than 10% of their revenue from tobacco-related products and services, or hold more than a 25% stake in a company involved in these activities; |
■ | Engage in the business of controversial weapons (cluster weapons, landmines (anti-personnel mines), biological or chemical weapons, depleted uranium weapons, white phosphorous weapons, nuclear weapons). |
■ | Fall within the bottom 5% of the United Nations Global Compact (“UNGC”) score ranking. UNGC scores are provided by Arabesque, a global asset management firm, which implements quantitative models and data to rate a company based on the normative principles of the United Nations Global Compact – human rights, labor rights, the environment, and anti-corruption. |
■ | Fall within the lowest 25% of ESG scores from each GICS Industry Group. ESG scores are assigned by SAM (formerly, RobecoSAM), an international investment company focusing on sustainability investments. For the purposes of ESG assessment, companies are assigned to industries defined by SAM and the assessment is largely specific to each industry. SAM uses the Global Industry Classification Standard (GICS® ) as its starting point for determining industry classification. |
Prospectus December 20, 2019 | 2 | Xtrackers S&P 500 ESG ETF |
Prospectus December 20, 2019 | 3 | Xtrackers S&P 500 ESG ETF |
Prospectus December 20, 2019 | 4 | Xtrackers S&P 500 ESG ETF |
Prospectus December 20, 2019 | 5 | Xtrackers S&P 500 ESG ETF |
■ | Engage in the production of tobacco, have tobacco sales accounting for greater than 10% of their revenue, derive more than 10% of their revenue from tobacco-related products and services, or hold more than a 25% stake in a company involved in these activities; |
■ | Engage in the business of controversial weapons (cluster weapons, landmines (anti-personnel mines), biological or chemical weapons, depleted uranium weapons, white phosphorous weapons, nuclear weapons). |
■ | Fall within the bottom 5% of the United Nations Global Compact (“UNGC”) score ranking. UNGC scores are provided by Arabesque, a global asset management firm, |
■ | Fall within the lowest 25% of ESG scores from each GICS Industry Group. ESG scores are assigned by SAM (formerly, RobecoSAM), an international investment company focusing on sustainability investments. For the purposes of ESG assessment, companies are assigned to industries defined by SAM and the assessment is largely specific to each industry. SAM uses the Global Industry Classification Standard (GICS® ) as its starting point for determining industry classification. |
Prospectus December 20, 2019 | 6 | Fund Details |
■ | Produce tobacco; |
■ | Have tobacco sales accounting for greater than 10% of their revenue; or |
■ | Have tobacco-related products and services accounting for greater than 10% of their revenue. |
■ | Cluster weapons; |
■ | Landmines (anti-personnel mines) |
■ | Biological or chemical weapons; |
■ | Depleted uranium weapons; |
■ | White phosphorus weapons; or |
Prospectus December 20, 2019 | 7 | Fund Details |
■ | Nuclear weapons. |
Prospectus December 20, 2019 | 8 | Fund Details |
Prospectus December 20, 2019 | 9 | Fund Details |
Prospectus December 20, 2019 | 10 | Fund Details |
Prospectus December 20, 2019 | 11 | Fund Details |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
■ | 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. |
Prospectus December 20, 2019 | 12 | Fund Details |
Fund Name | Fee Paid |
Xtrackers S&P 500 ESG ETF | 0.11%* |
* | For the period June 26, 2019 (commencement of operations) to August 31, 2019. |
■ | Joined DWS in 2011 with 11 years of industry experience. Prior to joining DWS, he worked in ETF management at XShares Advisors, an ETF issuer based in New York, and before that he served as an equity analyst for Fairhaven Capital LLC, a long/short equity fund. |
■ | Head of Passive Portfolio Management, Americas: New York. |
■ | BS in Finance, Boston College. |
■ | 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. |
Prospectus December 20, 2019 | 13 | Fund Details |
■ | 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. |
Prospectus December 20, 2019 | 14 | Fund Details |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers S&P 500 ESG ETF | SNPE | NYSE Arca, Inc. |
Prospectus December 20, 2019 | 15 | Investing in the Fund |
Prospectus December 20, 2019 | 16 | Investing in the Fund |
Prospectus December 20, 2019 | 17 | Investing in the Fund |
Prospectus December 20, 2019 | 18 | Investing in the Fund |
Fund Name | Fee Paid |
Xtrackers S&P 500 ESG ETF(1) | $0 |
Prospectus December 20, 2019 | 19 | Investing in the Fund |
Period Ended | |
8/31/2019a | |
Selected Per Share Data | |
Net Asset Value, beginning of period | $25.00 |
Income (loss) from investment operations: | |
Net investment income (loss)b | 0.10 |
Net realized and unrealized gain (loss) | 0.20 |
Total from investment operations | 0.30 |
Net Asset Value, end of period | $25.30 |
Total Return (%)c | 1.20** |
Ratios to Average Net Assets and Supplemental Data | |
Net Assets, end of period ($ millions) | 11 |
Ratio of expenses before fee waiver (%) | 0.11* |
Ratio of expenses after fee waiver (%) | 0.11* |
Ratio of net investment income (loss) (%) | 2.08* |
Portfolio turnover rate (%)d | 0** |
a | For the period June 26, 2019 (commencement of operations) through August 31, 2019. |
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 December 20, 2019 | 20 | Financial Highlights |
Prospectus December 20, 2019 | 21 | Appendix |
Prospectus December 20, 2019 | 22 | Appendix |
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 |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF |
NYSE Arca, Inc.: DEEF |
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Xtrackers Russell 1000 Comprehensive Factor ETF |
NYSE Arca, Inc.: DEUS |
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Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
NYSE Arca, Inc.: QARP |
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Part II
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II-1 |
Detailed Part II table of contents precedes page II-1
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(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. |
(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; although the fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d) (1)(F) or 12(d)(1)(G) of 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. |
Board Member | Xtrackers FTSE Developed ex US Comprehensive Factor ETF | Xtrackers Russell 1000 Comprehensive Factor ETF | Xtrackers Russell 1000 US Quality at a Reasonable Price ETF |
Independent Board Member: | |||
Stephen R. Byers | None | $10,001 - $50,000 | None |
George O. Elston | None | None | None |
J. David Officer | None | None | None |
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 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
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 |
Name and Address | Percentage Ownership |
National Financial Services LLC
499 Washington Blvd. Jersey City, NJ 07310 |
30.42% |
The Bank of New York Mellon
525 William Penn Place Suite 153-0400 Pittsburgh, PA 15259 |
22.40% |
Wells Clearing Services LLC
2801 Market Street St. Louis, MO 63102 |
10.13% |
J.P. Morgan Chase Bank, NA
500 Stanton Christiana Road, 2nd Fl. Newark, DE 19713-2107 |
7.56% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
6.12% |
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive Phoenix, AZ 85016-1215 |
5.05% |
Name and Address | Percentage Ownership |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
19.53% |
U.S. Bank N.A.
1555 N. Rivercenter Drive Suite 302 Milwaukee, WI 53212 |
19.38% |
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive Phoenix, AZ 85016-1215 |
11.61% |
American Enterprise Investment Services Inc.
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
9.55% |
Morgan Stanley Smith Barney LLC
1300 Thames St., 6th Floor Baltimore, MD 21231 |
8.31% |
J.P. Morgan Chase Bank, NA
500 Stanton Christiana Road, 2nd Fl. Newark, DE 19713-2107 |
6.68% |
Name and Address | Percentage Ownership |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
30.53% |
U.S. Bank N.A.
1555 N. Rivercenter Drive Suite 302 Milwaukee, WI 53212 |
21.07% |
National Financial Services LLC
499 Washington Blvd. Jersey City, NJ 07310 |
18.20% |
Fifth Third Bank
5001 Kingsley Drive Cincinnati, OH 45227 |
16.83% |
Name of Committee |
Number of
Meetings in Last Fiscal Year |
Functions | Current Board Members |
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 |
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 |
(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. |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $100,001 - $500,000 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
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 | 36 | $12,233,735,075 | 0 | $0 |
Patrick Dwyer | 26 | $8,733,995,428 | 0 | $0 |
Shlomo Bassous | 26 | $8,733,995,428 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
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 | 36 | $12,102,795,521 | 0 | $0 |
Patrick Dwyer | 26 | $8,603,055,874 | 0 | $0 |
Shlomo Bassous | 26 | $8,603,055,874 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
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 | 36 | $12,195,079,979 | 0 | $0 |
Patrick Dwyer | 26 | $8,695,340,332 | 0 | $0 |
Shlomo Bassous | 26 | $8,695,340,332 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $256,315 | $45,593 |
2018 | $158,307 | $0 |
2017 | $28,718 | $0 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $315,797 | $665 |
2018 | $266,075 | $12,013 |
2017 | $150,105 | $8,268 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $194,377 | $119 |
2018(1) | $39,401 | $0 |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers FTSE Developed ex US Comprehensive Factor ETF | 2019 | $2,389 |
2018 | $1,847 | |
2017 | $2,673 | |
Xtrackers Russell 1000 Comprehensive Factor ETF | 2019 | $639 |
2018 | $6,951 | |
2017 | $7,818 | |
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | 2019 | $842 |
2018(1) | $48 |
Name of Regular Broker or Dealer or Parent (Issuer) | Securities of Regular Broker Dealers |
BOFA Securities, Inc. | $17,799 |
CitiGroup Global Markets Inc. | $57,207 |
Goldman Sachs & Co. | $83,399 |
J.P. Morgan Securities LLC | $16,149 |
Name of Regular Broker or Dealer or Parent (Issuer) | Securities of Regular Broker Dealers |
Morgan Stanley & Co. LLC | $44,270 |
Xtrackers
FTSE Developed ex US Comprehensive Factor ETF |
Xtrackers
Russell 1000 Comprehensive Factor ETF |
Xtrackers
Russell 1000 US Quality at a Reasonable Price ETF |
|
Gross income from securities lending activities (including income from cash collateral reinvestment) | $20,217 | $22,538 | $7,150 |
Fees paid to securities lending agent from a revenue split1 | $1,333 | $1,491 | $396 |
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 | $1,035 | $288 | $144 |
Administrative fees not included in revenue split | — | — | — |
Indemnification fees not included in revenue split | — | — | — |
Rebate (paid to borrower) | $9,132 | $3,016 | $1,422 |
Rebate (from borrower) | $9,039 | $2,359 | $175 |
Other fees not included in revenue split | — | — | — |
Aggregate fees/compensation for securities lending activities and related services | $2,461 | $2,436 | $1,787 |
Net income from securities lending activities | $17,756 | $20,102 | $5,362 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers FTSE Developed ex US Comprehensive Factor ETF | NYSE Arca, Inc. | 233051515 |
Fiscal Year End: 8/31 | ||
Xtrackers Russell 1000 Comprehensive Factor ETF | NYSE Arca, Inc. | 233051481 |
Fiscal Year End: 8/31 | ||
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | NYSE Arca, Inc. | 233051242 |
Fiscal Year End: 8/31 |
Xtrackers USD High Yield Corporate Bond ETF |
NYSE Arca, Inc.: HYLB |
|
Xtrackers Short Duration High Yield Bond ETF |
NYSE Arca, Inc.: SHYL |
|
Xtrackers High Beta High Yield Bond ETF |
NYSE Arca, Inc.: HYUP |
|
Xtrackers Low Beta High Yield Bond ETF |
NYSE Arca, Inc.: HYDW |
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Part II
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II-1 |
Detailed Part II table of contents precedes page II-1
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(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. |
(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; although the fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d) (1)(F) or 12(d)(1)(G) of 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. |
Board Member | Xtrackers USD High Yield Corporate Bond ETF | Xtrackers Short Duration High Yield Bond ETF | Xtrackers High Beta High Yield Bond ETF | Xtrackers Low Beta High Yield 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 |
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 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
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 |
Name and Address | Percentage Ownership |
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive Phoenix, AZ 85016-1215 |
31.36% |
State Street Bank & Trust Company
1776 Heritage Dr. North Quincy, MA 02171 |
13.18% |
National Financial Services LLC
499 Washington Blvd. Jersey City, NJ 07310 |
8.90% |
Merrill Lynch, Pierce, Fenner & Smith Inc.
4804 Deer Lake Dr. E Jacksonville, FL 32246 |
7.72% |
Wells Fargo Clearing Services LLC
2801 Market Street St. Louis, MO 63102 |
6.79% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
5.38% |
Name and Address | Percentage Ownership |
U.S. Bank N.A.
1555 N. Rivercenter Drive Suite 302 Milwaukee, WI 53212 |
20.00% |
Charles Schwab & Co., Inc.
2423 E Lincoln Drive Phoenix, AZ 85016-1215 |
19.23% |
Goldman Sachs & Co.
30 Hudson Street Proxy Department Jersey City, NJ 07302 |
15.63% |
J.P. Morgan Securities LLC
500 Stanton Christiana Road, 2nd Fl. Newark, DE 19713-2107 |
10.91% |
Bank of America
200 N. College Street Charlotte, NC 28255 |
8.94% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
8.06% |
Merrill Lynch, Pierce, Fenner &
Smith Inc.
4804 Deer Lake Dr. E Jacksonville, FL 32246 |
5.82% |
Name and Address | Percentage Ownership |
The Bank of New York Mellon
525 William Penn Place Suite 153-0400 Pittsburgh, PA 15259 |
95.16% |
Name and Address | Percentage Ownership |
The Bank of New York Mellon
525 William Penn Place Suite 153-0400 Pittsburgh, PA 15259 |
88.66% |
Name of Committee |
Number of
Meetings in Last Fiscal Year |
Functions | Current Board Members |
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 |
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 |
(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. |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Brandon Matsui | $0 |
Tanuj Dora | $0 |
Alexander Bridgeforth | $1 - $10,000 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Brandon Matsui | $0 |
Tanuj Dora | $0 |
Alexander Bridgeforth | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Brandon Matsui | $0 |
Tanuj Dora | $0 |
Alexander Bridgeforth | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Brandon Matsui | $0 |
Tanuj Dora | $0 |
Alexander Bridgeforth | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Brandon Matsui | 4 | $351,714,329 | 0 | $0 |
Tanuj Dora | 4 | $351,714,329 | 0 | $0 |
Alexander Bridgeforth | 4 | $351,714,329 | 0 | $0 |
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 | 36 | $12,283,980,336 | 0 | $0 |
Brandon Matsui | 9 | $3,477,623,401 | 0 | $0 |
Tanuj Dora | 9 | $3,477,623,401 | 0 | $0 |
Alexander Bridgeforth | 9 | $3,477,623,401 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Brandon Matsui | 4 | $351,714,329 | 0 | $0 |
Tanuj Dora | 4 | $351,714,329 | 0 | $0 |
Alexander Bridgeforth | 4 | $351,714,329 | 0 | $0 |
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 | 36 | $12,155,364,741 | 0 | $0 |
Brandon Matsui | 9 | $3,349,007,806 | 0 | $0 |
Tanuj Dora | 9 | $3,349,007,806 | 0 | $0 |
Alexander Bridgeforth | 9 | $3,349,007,806 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Brandon Matsui | 4 | $351,714,329 | 0 | $0 |
Tanuj Dora | 4 | $351,714,329 | 0 | $0 |
Alexander Bridgeforth | 4 | $351,714,329 | 0 | $0 |
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 | 36 | $12,161,755,988 | 0 | $0 |
Brandon Matsui | 9 | $3,355,399,053 | 0 | $0 |
Tanuj Dora | 9 | $3,355,399,053 | 0 | $0 |
Alexander Bridgeforth | 9 | $3,355,399,053 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Brandon Matsui | 4 | $351,714,329 | 0 | $0 |
Tanuj Dora | 4 | $351,714,329 | 0 | $0 |
Alexander Bridgeforth | 4 | $351,714,329 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $4,854,316 | $621,743 |
2018 | $1,829,122 | $7,524 |
2017 | $299,608 | $0 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $67,259 | $193 |
2018(1) | $42,982 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $512,537 | $57,857 |
2018(1) | $307,868 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019 | $352,381 | $19,176 |
2018(1) | $206,775 | $0 |
Fund | 2019 | 2018 |
Xtrackers USD High Yield Corporate Bond ETF | 29% | 32% |
Xtrackers Short Duration High Yield Bond ETF | 45% | 37%(1) |
Xtrackers High Beta High Yield Bond ETF | 51% | 34%(2) |
Xtrackers Low Beta High Yield Bond ETF | 55% | 52%(3) |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers USD High Yield Corporate Bond ETF | 2019 | $0 |
2018 | $0 | |
2017 | $0 | |
Xtrackers Short Duration High Yield Bond ETF | 2019 | $0 |
2018(1) | $0 | |
Xtrackers High Beta High Yield Bond ETF | 2019 | $0 |
2018(2) | $0 | |
Xtrackers Low Beta High Yield Bond ETF | 2019 | $0 |
2018(3) | $0 |
Xtrackers
USD High Yield Corporate Bond ETF |
Xtrackers
Short Duration High Yield Bond ETF |
Xtrackers
High Beta High Yield Bond ETF |
Xtrackers
Low Beta High Yield Bond ETF |
|
Gross income from securities lending activities (including income from cash collateral reinvestment) | $3,224,194 | $52,518 | $267,670 | $49,470 |
Fees paid to securities lending agent from a revenue split1 | $133,516 | $2,214 | $13,016 | $1,153 |
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 | $188,118 | $3,066 | $14,778 | $2,850 |
Administrative fees not included in revenue split | — | — | — | — |
Indemnification fees not included in revenue split | — | — | — | — |
Rebate (paid to borrower) | $1,661,924 | $27,007 | $117,225 | $32,901 |
Rebate (from borrower) | $533,773 | $9,264 | $55,429 | $2,770 |
Other fees not included in revenue split | — | — | — | — |
Aggregate fees/compensation for securities lending activities and related services | $1,449,785 | $23,023 | $89,591 | $34,134 |
Net income from securities lending activities | $1,774,410 | $29,496 | $173,079 | $15,336 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers USD High Yield Corporate Bond ETF | NYSE Arca, Inc. | 233051432 |
Fiscal Year End: 8/31 | ||
Xtrackers Short Duration High Yield Bond ETF | NYSE Arca, Inc. | 233051283 |
Fiscal Year End: 8/31 | ||
Xtrackers High Beta High Yield Bond ETF | NYSE Arca, Inc. | 233051259 |
Fiscal Year End: 8/31 | ||
Xtrackers Low Beta High Yield Bond ETF | NYSE Arca, Inc. | 233051267 |
Fiscal Year End: 8/31 |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF |
NYSE Arca, Inc.: EMSG |
|
Xtrackers MSCI EAFE ESG Leaders Equity ETF |
NYSE Arca, Inc.: EASG |
|
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF |
NYSE Arca, Inc.: ACSG |
|
Xtrackers MSCI USA ESG Leaders Equity ETF |
NYSE Arca, Inc.: USSG |
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Part II
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II-1 |
Detailed Part II table of contents precedes page II-1
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(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. |
(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. |
Board Member | Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | Xtrackers MSCI EAFE ESG Leaders Equity ETF | Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | Xtrackers MSCI USA ESG Leaders 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 |
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 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
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 |
Name and Address | Percentage Ownership |
UBS Securities LLC
1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086 |
85.00% |
GMP Securities L.P.
145 King Street West, Ste. 300 Toronto, ON 1J8, Canada |
6.96% |
Name and Address | Percentage Ownership |
UBS Securities LLC
1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086 |
50.00% |
GMP Securities L.P.
145 King Street West, Ste. 300 Toronto, ON 1J8, Canada |
11.79% |
Wells Fargo Clearing Services LLC
2801 Market Street St. Louis, MO 63102 |
11.70% |
Bank of America
200 N. College Street Charlotte, NC 28255 |
6.97% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
6.47% |
Name and Address | Percentage Ownership |
UBS Securities LLC
1000 Harbor Blvd., 5th Floor Weehawken, NJ 07086 |
80.00% |
J.P. Morgan Securities LLC
500 Stanton Christiana Road, 2nd Fl. Newark, DE 19713-2107 |
10.78% |
Name and Address | Percentage Ownership |
The Bank of New York Mellon
525 William Penn Place Suite 153-0400 Pittsburgh, PA 15259 |
91.11% |
Name of Committee |
Number of
Meetings in Last Fiscal Year |
Functions | Current Board Members |
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 |
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 |
(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. |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
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 | 36 | $12,298,686,940 | 0 | $0 |
Patrick Dwyer | 26 | $8,798,947,292 | 0 | $0 |
Shlomo Bassous | 26 | $8,798,947,292 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
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 | 36 | $12,298,865,172 | 0 | $0 |
Patrick Dwyer | 26 | $8,799,125,525 | 0 | $0 |
Shlomo Bassous | 26 | $8,799,125,525 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
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 | 36 | $12,298,470,494 | 0 | $0 |
Patrick Dwyer | 26 | $8,798,730,846 | 0 | $0 |
Shlomo Bassous | 26 | $8,798,730,846 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
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 | 36 | $10,964,991,225 | 0 | $0 |
Patrick Dwyer | 26 | $7,465,251,578 | 0 | $0 |
Shlomo Bassous | 26 | $7,465,251,578 | 0 | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019(1) | $11,244 | $215 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019(2) | $10,007 | $3 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019(1) | $9,053 | $51 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019(3) | $509,339 | $11,336 |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | 2019(1) | $1,635 |
Xtrackers MSCI EAFE ESG Leaders Equity ETF | 2019(2) | $1,189 |
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | 2019(1) | $1,233 |
Xtrackers MSCI USA ESG Leaders Equity ETF | 2019(3) | $2,420 |
Xtrackers
MSCI Emerging Markets ESG Leaders Equity ETF |
Xtrackers
MSCI EAFE ESG Leaders Equity ETF |
Xtrackers
MSCI ACWI ex USA ESG Leaders Equity ETF |
Xtrackers
MSCI USA ESG Leaders Equity ETF |
|
Gross income from securities lending activities (including income from cash collateral reinvestment) | $2,073 | $2,060 | $2,106 | $17,379 |
Fees paid to securities lending agent from a revenue split1 | $67 | $145 | $113 | $475 |
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 | $484 | $122 | $143 | $2,053 |
Administrative fees not included in revenue split | — | — | — | — |
Indemnification fees not included in revenue split | — | — | — | — |
Rebate (paid to borrower) | $795 | $811 | $977 | $8,525 |
Rebate (from borrower) | $182 | $963 | $661 | — |
Other fees not included in revenue split | — | — | — | — |
Aggregate fees/compensation for securities lending activities and related services | $1,165 | $115 | $572 | $11,054 |
Net income from securities lending activities | $907 | $1,945 | $1,533 | $6,326 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | NYSE Arca, Inc. | 233051226 |
Fiscal Year End: 8/31 | ||
Xtrackers MSCI EAFE ESG Leaders Equity ETF | NYSE Arca, Inc. | 233051218 |
Fiscal Year End: 8/31 | ||
Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF | NYSE Arca, Inc. | 233051192 |
Fiscal Year End: 8/31 | ||
Xtrackers MSCI USA ESG Leaders Equity ETF | NYSE Arca, Inc. | 233051150 |
Fiscal Year End: 8/31 |
Xtrackers S&P 500 ESG ETF |
NYSE Arca, Inc.: SNPE |
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Part II
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II-1 |
Detailed Part II table of contents precedes page II-1
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(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. |
(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. |
Board Member | Xtrackers S&P 500 ESG ETF |
Independent Board Member: | |
Stephen R. Byers | None |
George O. Elston | None |
J. David Officer | None |
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 |
(1) | The dollar ranges are: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or over $100,000. |
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 |
Name and Address | Percentage Ownership |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
40.88% |
U.S. Bank N.A.
1555 N. Rivercenter Drive Suite 302 Milwaukee, WI 53212 |
14.49% |
LPL Financial Corporation
9785 Towne Centre Drive San Diego, CA 92121-1968 |
12.27% |
Pershing LLC
One Pershing Plaza Jersey City, NJ 07399 |
9.04% |
J.P. Morgan Chase Bank, NA
500 Stanton Christiana Road, OPS 4 Floor 02 Newark, DE 19713-2107 |
8.77% |
Name of Committee |
Number of
Meetings in Last Fiscal Year |
Functions | Current Board Members |
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 |
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 |
(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. |
Name of Portfolio Manager |
Dollar Range of
Fund Shares Owned |
Bryan Richards | $0 |
Patrick Dwyer | $0 |
Shlomo Bassous | $0 |
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 |
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 | 27 | $2,346,378,210 | 0 | $0 |
Patrick Dwyer | 23 | $1,994,663,881 | 0 | $0 |
Shlomo Bassous | 23 | $1,994,663,881 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services |
Amount Waived
by DBX for Advisory Services |
2019(1) | $4,623 | $3 |
Fund | 2019(1) |
Xtrackers S&P 500 ESG ETF | 0% |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers S&P 500 ESG ETF | 2019(1) | $21 |
Name of Regular Broker or Dealer or Parent (Issuer) | Securities of Regular Broker Dealers |
BOFA Securities, Inc. | $148,774 |
CitiGroup Global Markets Inc. | $91,441 |
Goldman Sachs & Co. | $42,005 |
Morgan Stanley & Co. LLC | $32,487 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers S&P 500 ESG ETF | NYSE Arca, Inc. | 233051143 |
Fiscal Year End: 08/31 |
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• | 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. |
A+ | Highest | B+ | Average | C | Lowest |
A | High | B | Below Average | D | In Reorganization |
A– | Above Average | B– | Low | LIQ | Liquidation |
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). | 33 | 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). | 33 | - |
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). | 33 | (Chairman of) Ilex Management Ltd,; Old Westbury Funds |
(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: 875 Third Avenue, New York, New York 10022. |
(6) | Address: One International Place, Boston, Massachusetts 02110. |
(7) | Address: BNY Mellon Asset Servicing, Atlantic Terminal Office Tower, 2 Hanson Place, Brooklyn, NY 11217. |
• | 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, behaviors and culture through discretionary individual VC (Individual Component); and |
• | Reward outstanding contributions at the junior levels through the discretionary recognition award. |
• | 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. |
• | 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. |
• | Certain investments may be appropriate for a fund and also for other clients advised by the Advisor and their affiliates, 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 and their affiliates 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 and their affiliates. 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 and their affiliates 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 and their affiliates 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 and their affiliates attempt 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 and their affiliates 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. |
• | 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. |
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% |
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 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 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 | |
Xtrackers Emerging Markets Bond – Interest Rate Hedged ETF | 0.45% |
Xtrackers High Beta High Yield Bond ETF | 0.35% |
Fund Name | Unitary Advisory Fee Rate |
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% |
1. | Scope |
2. | DWS’S Proxy Voting Responsibilities |
3. | Policies |
3.1. | Proxy Voting Activities are Conducted in the Best Economic Interest of Clients |
3.2. | The Global Proxy Voting Sub-Committee |
• | 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; |
• | 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 |
• | Monitoring Proxy Vendor Oversight’s proxy voting activities (see below). |
1 | 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. |
3.3 | Availability of Proxy Voting Policy and Guidelines and Proxy Voting Record |
4. | Procedures |
4.1. | The GPVSC’s Proxy Voting Guidelines |
4.2. | Specific Proxy Voting Decisions Made by the GPVSC |
2 | 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. |
4.3. | The GPVSC’s Proxy Voting Guidelines |
• | Neither the Guidelines nor specific client instructions cover an issue; |
• | ISS does not make a recommendation on the issue; and |
• | 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). |
4.4. | Conflict of Interest Procedures |
4.4.1. | Procedures to Address Conflicts of Interest and Improper Influence |
3 | 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. |
4 | 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. |
4.4.2. | Investment Companies and Affiliated Public Companies |
4.4.3. | Other Procedures that Limit Conflicts of Interest |
• | 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. |
5. | RECORDKEEPING |
• | 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. |
6. | The GPVSC’S OVERSIGHT ROLE |
7. | GLOSSARY |
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 |
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 |
I. | Board of Directors and Executives |
A. | Election of Directors |
• | 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 |
• | A combined CEO/Chairman role without a lead Independent Director in place would trigger a vote “Against” the CEO/Chairman. |
• | 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.* |
• | 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. |
• | 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. |
• | 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. |
B. | Classified Boards of Directors |
C. | Board and Committee Independence |
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). |
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 |
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. |
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 |
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. |
C. | Stock Splits / Reverse Stock Splits |
D. | Dual Class/Supervoting Stock |
E. | Large Block Issuance |
• | 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. |
• | 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. |
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 |
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. |
C. | Supermajority Voting 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. |
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” |
• | 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? |
• | 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. |
F. | Executive Compensation Advisory |
G. | Advisory Votes on Executive Compensation |
• | 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. |
• | Peer Group Alignment: |
• | 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. |
• | 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. |
• | 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 practices related to non-performance-based compensation elements; |
• | Incentives that may motivate excessive risk-taking; and |
• | Options Backdating. |
• | 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. |
• | 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. |
• | 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. |
H. | Frequency of Advisory Vote on Executive Compensation |
V. | Anti-Takeover Related Issues |
A. | Shareholder Rights Plans (“Poison Pills”) |
B. | Reincorporation |
• | 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. |
C. | Fair-Price Proposals |
• | 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. |
D. | Exemption from State Takeover Laws |
E. | Non-Financial Effects of Takeover Bids |
VI. | Mergers & Acquisitions |
• | 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. |
VII. | Environmental, Social and Governance Issues |
A. | Principles for Responsible Investment |
B. | ESG Issues |
• | 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. |
VIII. | Miscellaneous Items |
A. | Ratification of Auditors |
B. | Limitation of Non-Audit Services provided by Independent Auditor |
C. | Audit Firm Rotation |
• | 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 |
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 combined CEO/Chairman role without a lead Independent Director in place would trigger a vote “Against” the CEO/Chairman. |
• | 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.* |
• | 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. |
• | 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 |
• | 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. |
• | 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). |
• | 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). |
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) | (1) | By-Laws 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.) | ||
(2) | Amendment to the By-Laws, dated November 25, 2019. (Filed herein.) | |||
(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 through November 25, 2019 (see Article 5). (Incorporated by reference to exhibits (a)(1) through (a)(2) and exhibits (b)(1) through (b)(2) to this Registration Statement.) | |||
(d) | (1) | Investment Advisory Agreement, dated January 31, 2011, as amended as of November 12, 2019, between the Trust and DBX Advisors LLC. (Filed herein.) | ||
(2) | 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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | |||
(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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | |||
(f) | Not applicable. | |||
3 |
(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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(4) | 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.) | ||
(5) | 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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) |
4 |
(4) | 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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(5) | Capital Gains Tax Reporting Service Agreement, dated August 13, 2019, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(6) | 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.) | ||
(7) | Amendment, dated as of May 16, 2018, to the Transfer Agency and Service Agreement, dated January 31, 2011, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(8) | 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.) | ||
(9) | 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.) | ||
(10) | 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.) | ||
(11) | Amended and Restated Expense Limitation Agreement, effective as of October 8, 2019. (Incorporated by reference to Post-Effective Amendment No. 459 to the Trust’s Registration Statement, as filed with the SEC on October 28, 2019.) | ||
(12) | Expense Limitation Agreement (with respect to Xtrackers International Real Estate ETF), effective as of October 1, 2019. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) |
5 |
(13) | Expense Limitation Agreement (with respect to Xtrackers MSCI All China Equity ETF), effective as of October 1, 2019. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | ||
(14) | Expense Limitation Agreement (with respect to Xtrackers FTSE Developed ex US Comprehensive Factor ETF), effective as of December 20, 2019. (Filed herein.) | ||
(15) | Expense Limitation Agreement (with respect to Xtrackers USD High Yield Corporate Bond ETF), effective as of December 20, 2019. (Filed herein.) | ||
(16) | Expense Limitation Agreement (with respect to Xtrackers High Beta High Yield Bond ETF), effective as of December 20, 2019. (Filed herein). | ||
(17) | Expense Limitation Agreement (with respect to Xtrackers Low Beta High Yield Bond ETF), effective as of December 20, 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.) |
6 |
(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. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) | |
(2) | Code of Ethics – DWS U.S., dated September 19, 2019. (Filed herein.) | ||
(3) | Code of Ethics of Harvest Global Investments Limited, dated February 2019. (Incorporated by reference to Post-Effective Amendment No. 457 to the Trust’s Registration Statement, as filed with the SEC on September 26, 2019.) |
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.
7 |
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, 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, FS Multi-Alternative Income Fund 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 Heartland Group, Inc., Holland Series Fund, Inc., Index Funds, IndexIQ Active ETF Trust, Index IQ ETF Trust, Infusive US 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
8 |
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 |
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 1000, 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.
9 |
The accounts and records of the Registrant are located, in whole or in part, at the office of the Registrant and the following locations:
Investment Advisor |
DBX Advisors LLC 875 Third Avenue New York, NY 10022-6225 |
DBX Advisors LLC One International Place Boston, MA 02110-2618 |
|
Sub-advisor |
Harvest Global Investments Limited 31/F, One Exchange Square, 8 Connaught Place Central, Hong Kong |
Distributor |
ALPS Distributors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203-5603 |
Administrator, Transfer Agent and Custodian |
The Bank of New York Mellon 240 Greenwich Street New York, NY 10286 |
Regulatory Administrator |
BNY Mellon Investment Servicing (US) Inc. 201 Washington Street Boston, MA 02108-4403 |
Item 34. Management Services.
There are no management related service contracts not discussed in Part A or Part B.
Item 35. Undertakings.
None.
10 |
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 13th day of December, 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 | December 13, 2019 |
/s/George O. Elston* | ||
George O. Elston | Trustee | December 13, 2019 |
/s/Diane Kenneally | ||
Diane Kenneally | Treasurer, Chief Financial Officer and Controller | December 13, 2019 |
/s/Freddi Klassen | s||
Freddi Klassen | President and Chief Executive Officer | December 13, 2019 |
/s/J. David Officer* | ||
J. David Officer | Trustee | December 13, 2019 |
*By: /s/ Freddi Klassen | December 13, 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
B2 | Amendment to the By-Laws, dated November 25, 2019. |
D1 | Investment Advisory Agreement, dated January 31, 2011, as amended as of November 12, 2019, between the Trust and DBX Advisors LLC. |
H14 | Expense Limitation Agreement (with respect to Xtrackers FTSE Developed ex US Comprehensive Factor ETF), effective as of December 20, 2019. |
H15 | Expense Limitation Agreement (with respect to Xtrackers USD High Yield Corporate Bond ETF), effective as of December 20, 2019. |
H16 | Expense Limitation Agreement (with respect to Xtrackers High Beta High Yield Bond ETF), effective as of December 20, 2019. |
H17 | Expense Limitation Agreement (with respect to Xtrackers Low Beta High Yield Bond ETF), effective as of December 20, 2019. |
J | Consent of Independent Registered Public Accounting Firm. |
P2 |
Code of Ethics – DWS U.S., dated September 19, 2019. |
11
Exhibit (b)(2)
DBX ETF TRUST
Amendment to the By- Laws
November 25, 2019
Article 1, Section 1.2 of the Trust’s By-Laws Dated October 7, 2010, as amended, shall be amended to read as follows effective November 25, 2019:
Section 1.2. Principal Office of the Trust. The principal office of the Trust is 875 Third Avenue, New York, New York 10022 or such other place as shall be determined by the Trustees from time to time.
Exhibit (d)(1)
INVESTMENT ADVISORY AGREEMENT
Agreement made as of January 31, 2011 and amended as of November 12, 2019, 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 |
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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.
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(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.
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2 | Compensation |
(a) The Company will pay, or arrange for payment to, the Adviser as compensation for providing services in accordance with this Agreement a unitary advisory fee as set forth in Schedule A. The Adviser will pay its own expenses in connection with the services to be provided by it pursuant to this Agreement. In addition, the Adviser will be responsible for the compensation of officers or employees of the Company who are also officers or employees of the Adviser, except as may otherwise be determined by the Board. During the term of this Agreement for each Fund listed on Schedule A hereto, the Adviser shall pay all of the expenses of the Fund (including compensation of members of the Board who are not “interested persons” (as that term is defined in the 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.
3. | Use of Name |
The Trust may use the name “DBX” or any variant thereof in connection with the name of the Trust or any of the Funds, only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect. At such time as this Agreement shall no longer be in effect, the Trust shall cease to use such a name or any other similar name.
In no event shall the Trust use the name “DBX” or any variant thereof if the Adviser's functions are transferred or assigned to a company over which the Adviser does not have control or with which it is not affiliated. In the event that this Agreement shall no longer be in effect or the Adviser's functions are transferred or assigned to a company over which the Adviser does not have control or with which it is not affiliated, the Trust shall use its best efforts to legally change its name by filing the required documentation with appropriate state and federal agencies.
4. | Liability and Indemnification |
(a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad
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faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein.
(b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein.
(c) | A party seeking indemnification hereunder (the “Indemnified Party”) will |
(i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
5. | Representations of the Adviser |
The Adviser represents, warrants and agrees as follows:
(a) The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the
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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.
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(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.
6. | Non-Exclusivity |
The services of the Adviser to the Funds and the Company are not to be deemed to be exclusive, and the Adviser will be free to render investment advisory or other services to others and to engage in other activities, provided the Adviser furnishes adequate disclosure of possible conflicts of interest and implements procedures designed to mitigate or eliminate such conflicts. It is understood and agreed that the directors, officers, and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, or employees of any other firm or corporation.
7. | Supplemental Arrangements |
The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by such Adviser hereunder, provided that no such person will perform any services with respect to the Funds that would constitute an assignment or require a written advisory agreement pursuant to the 1940 Act, except as otherwise provided in this Section 7. In performing its duties under this Agreement, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers, including but not limited to delegating the voting of proxies relating to a Fund's portfolio securities in accordance with the proxy voting policies and procedures of such investment sub-adviser; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Company and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of each Fund' s assets pursuant to this Agreement and to applicable law. Any compensation payable to such persons will be the sole responsibility of the Adviser, and the Company will not have any obligations with respect thereto or otherwise arising under the Agreement.
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8. Regulation
The Adviser will submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations and will promptly provide the Company with copies of such information, reports and materials.
9. | Records |
The records relating to the services provided under this Agreement will be the property of the Company and will be under its control; however, the Company will furnish to the Adviser such records and permit it to retain such records (either in original or in duplicate form) as it will reasonably require in order to carry out its business. In compliance with the requirements of Rule 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.
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11. | Duration |
As to each Fund, this Agreement shall continue until the date set forth opposite such Funds' name on Schedule A hereto (“Reapproval Date”) and thereafter shall continue automatically for successive annual periods ending on the day of each year set forth opposite the Funds' name on Schedule A hereto (“Reapproval Day”), provided such continuance is specifically approved at least annually: (i) by either the Board or by vote of a “majority of the outstanding voting securities” (as defined in the 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.
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14. | Assignment |
The Adviser will not assign or transfer its rights and obligations under this Agreement. Any assignment (as that term is defined in the 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.
15. | Notices |
Notices of any kind to be given hereunder will be in writing and will be duly given if mailed or delivered as follows: (a) to the Adviser at DBX Advisors LLC, 345 Park Avenue, New York, NY 10154, Attention: Luke Oliver; (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.
16. | Entire Agreement |
This Agreement contains the entire understanding and agreement of the parties with respect to each Fund.
This Agreement may be executed in two or more counterparts, each of which when so executed will be deemed to be an original, but such counterparts will together constitute one and the same document.
17. | Headings |
The headings in the sections of this Agreement are inserted for convenience of reference only and will not constitute a part hereof.
18. | Severability |
Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement will be construed, insofar as is possible, as if such portion had never been contained herein.
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19. | Company and Shareholder Liability |
The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agrees that obligations, if any, assumed by the Company pursuant to this Agreement will be limited in all cases to the Company and its assets, and if the liability relates to one or more series, the obligations hereunder will be limited to the respective assets of the Fund. The Adviser further agrees that it will not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Funds, nor from the Trustees or any individual Trustee of the Company.
20. | Governing Law |
This Agreement will be governed by the laws of the State of New York without reference to conflicts of laws principles. Any and all litigation or other disputes arising from this Agreement will be commenced in a federal or state court of competent jurisdiction in New York City, New York.
21. | Interpretation |
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act will be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested persons,” “assignment” and “affiliated persons,” as used herein will have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision will be deemed to incorporate the effect of such rule, regulation or order.
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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/ Luke Oliver
Name: Luke Oliver
Title: Chief Executive Officer
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SCHEDULE A
(as of November 12, 2019)
CURRENCY HEDGED FUNDS |
ANNUAL FEE
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS* |
REAPPROVAL
DATE |
REAPPROVAL
DAY** |
Xtrackers MSCI Emerging Markets Hedged Equity ETF |
0.65% |
N/A | February 28th |
Xtrackers MSCI EAFE Hedged Equity ETF |
0.35% |
N/A | February 28th |
Xtrackers MSCI Germany Hedged Equity ETF |
0.45% |
N/A | February 28th |
Xtrackers MSCI Japan Hedged Equity ETF |
0.45% |
N/A | February 28th |
Xtrackers International Real Estate ETF1 | 0.12% | N/A | February 28th |
Xtrackers MSCI Europe Hedged Equity ETF | 0.45% | N/A | February 28th |
Xtrackers MSCI South Korea Hedged Equity ETF | 0.58% | N/A | February 28th |
Xtrackers MSCI All World ex-US Hedged Equity ETF | 0.40% | N/A | February 28th |
1 On December 20, 2018, the Board approved the following changes to the Fund: the Fund's name was changed to the “Xtrackers International Real Estate ETF”, and the Fund would 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 was reduced to 0.12%.
Xtrackers MSCI Eurozone 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 Eurozone Equity ETF5 | 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 |
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.
Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF | 0.20% | N/A | February 28th |
Xtrackers MSCI EAFE ESG Leaders Equity ETF6 | 0.14% | N/A | February 28th |
Xtrackers MSCI ACWI ex USA ESG | 0.16% | N/A | February 28th |
Leaders Equity ETF | |||
Xtrackers Russell 1000 US Quality at a Reasonable Price ETF | 0.19% | N/A | February 28th |
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 |
Xtrackers MSCI Kokusai Equity ETF | 0.09% | November 12, 2021 | November 30th |
6 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.
CHINA FUNDS | |||
Xtrackers Harvest CSI 300 China A- Shares ETF | 0.65% | N/A | February 28th |
Xtrackers MSCI All China Equity ETF7 |
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 ETF8 | 0.60% | N/A | February 28th |
FIXED INCOME FUNDS | |||
Xtrackers Municipal Infrastructure Revenue Bond ETF9 |
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 USD High Yield Corporate Bond ETF | 0.20% | N/A | February 28th |
7 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.
8 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.
9 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 High Beta High Yield Bond | 0.35% | N/A | February 28th |
ETF | |||
Xtrackers Short Duration High Yield Bond | 0.20% | N/A | February 28th |
ETF | |||
Xtrackers Low Beta High Yield Bond ETF | 0.25% | N/A | February 28th |
* 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 (h)(14)
DBX ADVISORS LLC
875 Third Avenue
New York, New York 10022
December 20, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
875 Third Avenue
New York, New York 10022
Re: DBX ETF Trust (the “Trust”) – Xtrackers FTSE Developed ex US Comprehensive Factor 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 0.24%. 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 December 20, 2019 through December 19, 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 |
By: /s/ Freddi Klassen | |
Name: Freddi Klassen | |
Title: Chief Operating Officer |
Exhibit (h)(15)
DBX ADVISORS LLC
875 Third Avenue
New York, New York 10022
December 20, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
875 Third Avenue
New York, New York 10022
Re: DBX ETF Trust (the “Trust”) – Xtrackers USD High Yield Corporate Bond 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 0.15%. 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 December 20, 2019 through December 19, 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 |
By: /s/ Freddi Klassen | |
Name: Freddi Klassen | |
Title: Chief Operating Officer |
Exhibit (h)(16)
DBX ADVISORS LLC
875 Third Avenue
New York, New York 10022
December 20, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
875 Third Avenue
New York, New York 10022
Re: DBX ETF Trust (the “Trust”) – Xtrackers High Beta High Yield Bond 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 0.20%. 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 December 20, 2019 through December 19, 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 |
By: /s/ Freddi Klassen | |
Name: Freddi Klassen | |
Title: Chief Operating Officer |
Exhibit (h)(17)
DBX ADVISORS LLC
875 Third Avenue
New York, New York 10022
December 20, 2019
Mr. Freddi Klassen, President and Chief Executive Officer
DBX ETF Trust
875 Third Avenue
New York, New York 10022
Re: DBX ETF Trust (the “Trust”) – Xtrackers Low Beta High Yield Bond 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 0.20%. 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 December 20, 2019 through December 19, 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 |
By: /s/ Freddi Klassen | |
Name: Freddi Klassen | |
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 October 25, 2019, relating to the financial statements of Xtrackers FTSE Developed ex US Comprehensive Factor ETF, Xtrackers S&P 500 ESG ETF, Xtrackers Russell 1000 Comprehensive Factor ETF, Xtrackers Russell 1000 US Quality at a Reasonable Price ETF, Xtrackers MSCI Emerging Markets ESG Leaders Equity ETF, Xtrackers MSCI EAFE ESG Leaders Equity ETF, Xtrackers MSCI ACWI ex USA ESG Leaders Equity ETF, Xtrackers MSCI USA ESG Leaders Equity ETF, Xtrackers USD High Yield Corporate Bond ETF, Xtrackers Short Duration High Yield Bond ETF, Xtrackers High Beta High Yield Bond ETF and Xtrackers Low Beta High Yield Bond ETF for the fiscal year ended August 31, 2019, which is incorporated by reference in this Post-Effective Amendment No. 460 to the Registration Statement (Form N-1A No. 333-170122) within DBX ETF Trust.
/s/ Ernst & Young LLP
New York, New York
December 18, 2019
Exhibit (p)(2)
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Code of Ethics – DWS U.S.
Table of Contents
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Code of Ethics – DWS U.S.
0. |
Key Data |
Summary The DWS U.S. Code of Ethics sets forth the specialized rules for business conduct and guidelines for the personal investing and business activities generally required of employees within DWS U.S. |
Document Category Group Policy ☐ Non-Group Policy ☒ Group Procedure ☐ Non-Group Procedure ☐ |
Applicability DB Group Globally ☐ Restricted to: DWS / U.S. |
Relevant
risk-types and authorization
Risk Type: Supervisory Oversight Authorization: i) Risk type controller, as per DB’s Risk Taxonomy; and / or ☒ ii) Approval by the relevant risk type controller ☐ iii) Management Board resolution ☐ iv) Business Allocation Plan ☐ |
Addressees The provisions of the Code apply to all DWS U.S. Employees. This includes the following:
· All DWS U.S. employees in the U.S. in Traditional, Global Client Group (“GCG”), Alternatives; and
· Any employees as DWS Compliance may determine to be covered by this Code, from time to time.
Alternatives employees are subject to additional personal trading restrictions which are described in their business specific procedures. |
Implementation Date
Upon publication |
3
Code of Ethics – DWS U.S.
1. | Scope |
DWS’s Values and Beliefs
DWS 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 DWS 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 DWS’s values enhancing its corporate governance through a strong risk management culture and establishing DWS’s expectations that all Employees take a holistic approach to managing risk and return and effectively managing DWS’s risk, capital and reputation. These behaviors include:
— Being fully responsible for managing and mitigating DWS’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 DWS’s values and beliefs within the context of a strong risk management framework, DWS Employees must also be cognizant of our fiduciary obligations. DWS 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 DWS U.S. 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 DWS US. The provisions of the Code apply to all DWS U.S. Employees. This includes the following:
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 Conduct – DB Group, Personal Account Dealing Policy – DB Group (“PAD Policy”) and other associated policies in Section 12 – Associated Policies underscore DB’s commitment that in all of our dealings, we will act with fairness, decency and integrity and adhere to the
4
Code of Ethics – DWS U.S.
highest standards of ethics. The success of this commitment depends on the conduct of each DWS 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 – DWS Global (“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 DWS Compliance for further assistance.
2. | General Rule |
This policy applies to all DWS U.S. 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 DWS U.S. clients take priority over the investment desires of DWS U.S. Employees. All DWS U.S. 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 DWS, its shareholders or its clients.1 DWS U.S. business 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 DWS Compliance promptly if a conflict has not been properly managed, mitigated and/or disclosed. The register can be accessed at: |
(i) | https://mydb.intranet.db.com/docs/DOC-179696 |
DWS U.S. employees are required to comply with applicable U.S. 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 DWS U.S. Employee shall conduct any of the following acts in connection with a client account:
· | 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 |
1 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 DWS Compliance or Legal prior to executing such transaction.
5
Code of Ethics – DWS U.S.
as any unsubstantiated information is sourced to the news outlet and is made clear that the information is not based on fact.
Any DWS U.S. Employee who discovers a violation of the Code is personally required to report the violation to DWS Compliance, and if he or she does not do so, the DWS U.S. 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 Whistleblowing 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 Conduct – 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:
6
Code of Ethics – DWS U.S.
In particular, DWS 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 DWS U.S. 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 best interests of clients.
DWS U.S. 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. DWS U.S. Employees will at all times conduct themselves with integrity and distinction, putting first the interests of clients.
4. | Restrictions |
For purposes of the Code, a prohibition or requirement applicable to any DWS U.S. Employee applies also to transactions in certain Securities and Mutual Funds for the Employee’s Related Party Account(s), including transactions executed by that Employee's spouse or relatives living in the Employee’s household (see definition under 13.M. below).
DWS U.S. 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 Officer2 and Deutsche Bank Employee Compliance (“DB Employee Compliance”), DWS U.S. Employees should not personally invest in Securities issued by companies with which they have significant dealings on behalf of DWS, 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 Related Party Accounts must be maintained are described in more detail later in this Code.
In situations where a conflict is created by a personal transaction, whether that conflict be actual, potential, or perceived, the Employee may be required to exit the position. DWS U.S. Employees joining the Firm with a conflicted position may be required to exit the position(s) or transfer the position to a managed account.
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.
A. General
(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 DWS 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. |
2 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.).
7
Code of Ethics – DWS U.S.
(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 DWS 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, the Information Barriers Policy - DB Group, and the Information Barriers Policy - DWS Group.
(iii) | Deutsche Bank, DWS, and Departmental Restricted Lists: DWS U.S. 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: DWS U.S. Employees are prohibited from buying or selling Securities, exchange traded closed-end funds, or other instruments in their Related Party 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 |
(i) | SAME-DAY RULE: |
Employees shall not knowingly or otherwise effect the purchase or sale of a Security for a Related Party Account on a day during which any DWS client account has a “buy” or “sell” order for the same Security, until that order is executed or withdrawn.
(ii) | 5-DAY RULE: |
a) Investment Personnel shall not purchase or sell a Security for a Related Party 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 a Related Party 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 a Related Party 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.
(iii) | Deutsche Bank and DWS Securities (“DB/DWS Securities”): |
During certain times of the year, all DB/DWS Employees are prohibited from conducting transactions in the equity and debt Securities of DB/DWS, which affect their beneficial interest in DWS. DWS 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 DWS Compliance will announce when such additional restricted periods are in effect. Employees are prohibited from trading options or derivatives with a DB or DWS underlier.
8
Code of Ethics – DWS U.S.
The only permissible transactions in DB/DWS Securities (excluding DB Proprietary Products) are purchases and long sales of DB/DWS stock and debt. DB/DWS Proprietary Products include DB/DWS hedge funds, DWS issued Exchange-Traded Funds, DB/DWS issued structured notes, DB/DWS issued private equity or real estate funds, DWS products etc. In general, the hypothecation of, hedging3 of long stock positions with stock options or other equity derivatives, and short selling, including covered shorts, of DB/DWS Securities, are prohibited. This prohibition includes the hedging of un-vested DB/DWS Securities granted to DWS U.S. 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 Stoxx 50, Eurostoxx 50, DAX, MIB 30, CAC 40, Ibex 35, AEX, ATX, SMI, FTSE 100, and S&P 500 Indices; |
· | 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); |
· | G10 Government and municipal bonds; |
· | Currency (excluding Initial Coin Offerings); |
· | 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 |
· | Purchases of shares through an employer sponsored share purchase plan, such as the DB or DWS GSPP (or similar plans), and the receipt of shares, rights, or options (including the exercise of options or other conversions to shares) from DB/DWS or Related Party employer as compensation. |
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.
C. | New Issues (“IPOs”) |
Employees are prohibited from purchasing or subscribing for Securities pursuant to an initial public offering. This prohibition applies even if DB/DWS (or any affiliate) has no underwriting role and/or is not involved with the distribution.
D. | Short-Term Trading |
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. DWS 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 DWS owes to its clients and shareholders will not be tolerated.
E. | Holding Period Requirement |
Positions in Securities and DWS advised/issued Mutual Funds must be held for a minimum of 30 calendar days after the most recent buy transaction. Required holding periods are calculated on a
3 Hedging of FX exposure is permitted.
9
Code of Ethics – DWS U.S.
Last In, First Out (“LIFO”) basis. 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; and |
· | Securities purchased under an employer sponsored stock purchase plan; |
F. | Restricted List |
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 or DWS.
All DWS U.S. 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.
G. Private Investment Transactions (“PITs”)
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 private placement, privately held company, private investment partnership, industrial/commercial property, or other private interest, all DWS U.S. 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. Approvals for PITs are good for 30 calendar days. Additional time may be granted, but Employees must contact DWS Compliance if closure of the transaction extends beyond 30 days.
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/DWS-Sponsored Private Placements, Private Investment Partnerships and Other Private Interests |
DWS U.S. Employee investments or transactions (including liquidations) in DB/DWS’s Proprietary Products (for example, Global Equity Derivatives structured notes (equity-linked notes/mandatory convertible notes), DB/DWS-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, DWS U.S. 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
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and the DB Employee Compliance, and DWS 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. DWS U.S. Employees should not proceed with any such investments until they have obtained approval from the DB Employee Compliance.
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/DWS's business, in connection with any business or transaction involving DB/DWS. |
· | Using non-approved/sponsored DB/DWS systems (information technology and electronic communications system) to conduct DB/DWS 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 clients or suppliers unless the client or supplier is a financial institution that makes such loans in the ordinary course of its business. Personal loans to co-workers (except of a de minimis value) are prohibited. |
· | 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/DWS. |
· | Timing transactions in Employee and Related Party Accounts or client accounts to take advantage of possible market action caused by transactions in other client accounts. |
5. | Compliance Procedures |
A. | Designated Brokerage Accounts |
All Employees in the U.S. must maintain their Employee and Related Party Accounts with a Designated Broker (provided below). Upon joining DWS, 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.
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Code of Ethics – DWS U.S.
See the link below for a list of Designated Brokers https://mydb.intranet.db.com/docs/DOC-347942.
Under no circumstance is an DWS U.S. Employee permitted to open or maintain any Related Party Account that is undisclosed to Compliance. Also, the policies, procedures and rules described throughout this Code of Ethics apply to all Related Party Accounts.
Accordingly, all Employees are required to open and maintain their Related Party Accounts in accordance with the Personal Account Dealing Policy – DB Group.
B. | Pre-Clearance |
All Employee Trades must be pre-cleared by the: 1) employee’s supervisor (or designee); and 2) DB Employee Compliance. DWS U.S. Employees must not commit funds, place orders or execute transactions until written confirmation from DB Employee Compliance that the request has been approved has been received. Once approval has been provided, this approval will be good until the close of the current trading day. Approvals for PITs are good for 30 calendar days. Additional time may be granted, but Employees must contact DWS Compliance if closure of the transaction extends beyond 30 days. 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/DWS 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. 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., currencies, treasuries, indexes, etc.), extended period limit orders may be entered.
If approval is received and the trade does not go ahead, the request must be cancelled in ETRA.
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; |
· | 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 DWS Mutual Funds, but excluding DWS closed-end and exchange traded funds); |
· | Unit Trusts; |
· | Venture capital trusts; |
· | Purchases of shares through an employer sponsored share purchase plan, such as the DB or DWS GSPP (or similar plans), and the receipt of shares, rights, or options (including the exercise of options or other conversions to shares) from DB/DWS or Related Party employer as compensation; |
· | Receipt of underlying equity, including where the equity is provided net of tax, the transfer of equity received to another disclosed account, or the election to receive cash rather than shares at the time of vesting related to deferred compensation schemes; |
· | G10 Government Bonds; |
· | Giving to a crowd funding campaign, product funding or similar fundraising effort where there is no financial instrument or interest provided in return; |
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Code of Ethics – DWS U.S.
· | Purchases and sales of currencies; |
· | Peer-to-peer lending made on a peer-to-peer lending platform via a Managed Account or a Blind Pool; |
· | Personal loans made directly to individuals (excluding loans to clients or co-workers); |
· | 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. | DWS Mutual Fund Holdings |
All Employees are required to maintain their holdings of DWS Mutual Funds in the DB 401(k) Plan, designated brokerage accounts, or directly with DWS Distributors, Inc. (“DWS Distributors”).
See the link below for a list of Designated Brokers https://mydb.intranet.db.com/docs/DOC-347942.
D. | Requirements Applicable to External, Temporary or Contract Employees |
Subject to locally applicable employment law, External, Temporary and Contract Employees employed at or with DWS 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 Related Party Accounts/Provision of Statements
As stated in Section 6.A. Designated Brokerage Accounts above, upon joining DWS, new Employees are required to disclose all of their Employee or Related Party 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 U.S. 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 Disclosure (“IPSHD”)
No later than ten (10) days after an individual becomes an Employee (i.e., joining/transferring into DWS), he or she must complete and return an IPSHD to DB Employee Compliance. If the Employee has reportable securities holdings and/or accounts, the Employee is required to send current account statements to DB Employee Compliance. 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 DWS Compliance a PSTR for Securities, if any.
Personal transactions in DWS funds and funds distributed by DWS 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:
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Code of Ethics – DWS U.S.
· | 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; |
· | 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); |
· | Bankers’ acceptances; |
· | Bank Certificates of Deposits (“CDs”); |
· | Commercial paper; |
· | Money markets; |
· | Direct obligations of the U.S. Government; |
· | High quality, short-term debt instruments (including repurchase agreements); and |
· | U.S. Mutual Funds (excluding DWS Mutual Funds). |
(iv) | Annual Acknowledgement of Personal Securities Holdings |
All DWS U.S. Employees must submit to DB Employee Compliance on an annual basis at a date specified by DB Employee Compliance, a Personal Securities Holdings Report for all reportable Securities, if any.
The information submitted must be current within forty-five (45) calendar days of the report date.
Personal holdings in DWS Mutual Funds and Mutual Funds distributed by DWS Distributors 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); |
· | Bankers’ acceptances; |
· | Bank CDs; |
· | Commercial paper; |
· | Money markets; |
· | G10 Government and municipal bonds; |
· | High quality, short-term Debt Instruments (including repurchase agreements); and |
· | Mutual Funds other than DWS Mutual Funds and other funds distributed by DWS Distributors. |
(v) Annual Acknowledgement of Accounts
Once each year, at a date to be specified by DB Employee Compliance, each DWS U.S. Employee must acknowledge any reportable Accounts.
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Code of Ethics – DWS U.S.
Employees that do not have any reportable Accounts must acknowledge such in the reporting system.
(vi) | 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.
6. | 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/DWS property (e.g., e-mail, internet) other than on a de minimis basis.
C. | Executorships |
As a general rule, DWS 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 DWS. 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.
D. | Trusteeships |
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 DWS Compliance.
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Code of Ethics – DWS U.S.
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 DWS 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, Entertainment and Business Events |
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 law4. Employees may not accept or give gifts, entertainment, or other things of material value that would create the appearance that 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 organization5.
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 DWS’s affiliated broker-dealer, DWS Distributors Inc., 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 DWS Distributors, Inc. Written Supervisory Procedures Manual – DWS 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/DWS 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/DWS departments may not make contributions to US Federal political parties or candidates. The Political Contributions into the US and US Lobbying Activities Policy
4 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.
5 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.
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Code of Ethics – DWS U.S.
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/DWS and on individuals who violate these laws and regulations. Similar laws and regulations may also apply in various countries and legal jurisdictions where DB/DWS does business. See the Anti-Bribery and Corruption Policy - DB Group.
(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 a DB/DWS 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/DWS. All political contributions should be made in accordance with DB/DWS policies and procedures.
For more information, please see the Political Contributions into the US and US Lobbying Activities Policy.
H. | Confidentiality |
Employees must not divulge contemplated or completed Securities transactions or trading strategies of DB/DWS 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 Information Barriers Policy - DB Group, the Information Barriers Policy - DWS 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.
(1) Market Manipulation
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
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Code of Ethics – DWS U.S.
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) behavior that is likely to distort the market, and likely to be regarded as a failure to observe the standard of behavior 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.
(2) Insider dealing
a) | Scope |
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.
7. | 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/DWS policies and procedures.
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Code of Ethics – DWS U.S.
Additionally, DWS 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/DWS 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 Personal Account Dealing Policy – DB Group. |
8. | 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:
https://mydb.intranet.db.com/groups/red-flags.
9. | 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.
10. | Business-Line and Infrastructure Controls |
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Code of Ethics – DWS U.S.
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).
11. | Associated Policies |
12. | Authoritative Guidance |
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Code of Ethics – DWS U.S.
13. | GLOSSARY |
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Code of Ethics – DWS U.S.
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Code of Ethics – DWS U.S.
SCHEDULE A
The following entities6 have adopted this Code of Ethics – DWS U.S.:
DWS Investment Management Americas, Inc.
RREEF Americas LLC
DBX Advisors LLC
DBX Strategic Advisors LLC
DWS Distributors, Inc.
6 The references in the document to Employees include Employees of the entities that have adopted the Code of Ethics – DWS U.S.
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