DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of November 1, 2011, between DBX
ETF Trust, a Delaware statutory trust (the "Fund"), and ALPS
Distributors, Inc., a Colorado corporation ("ALPS").
WHEREAS, the Fund is an open-end investment company
offering a number of portfolios, each such portfolio investing
primarily in securities selected to reflect the performance of a
particular market index, having filed with the Securities and
Exchange Commission (the "SEC") a registration statement on Form
N-1A under the Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, ALPS is registered as a broker-dealer under the
Securities Exchange Act of 1934 (the "1934 Act") and a member of
the Financial Industry Regulatory Authority ("FINRA");
WHEREAS, the Fund intends to create and redeem shares of
beneficial interest, par value $.001 per Share (the "Shares") of
each portfolio on a continuous basis at their net asset value
only in aggregations constituting a Creation Unit, as such term
is defined in the registration statement;
WHEREAS, the Shares of each portfolio will be listed on the
NYSE Arca, Inc. (the "NYSE Arca") and traded under the symbols
set forth in Appendix A hereto;
WHEREAS, the Fund desires to retain ALPS to act as the
distributor with respect to the issuance and distribution of
Creation Units of Shares of each portfolio, hold itself
available to receive and process orders for such Creation Units
in the manner set forth in the Fund's prospectus, and to enter
into arrangements with broker-dealers who may solicit purchases
of Shares and with broker-dealers and others to provide for
servicing of shareholder accounts and for distribution
assistance, including broker-dealer and shareholder support; and
WHEREAS, ALPS desires to provide the services described
herein to the Fund.
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows.
1. ALPS Appointment and Duties.
(a) The Fund hereby appoints ALPS as the exclusive
distributor for Creation Unit aggregations of Shares of
each portfolio listed in Appendix A hereto, as may be
amended from time to time, and to perform the duties that
are set forth in Appendix B hereto as amended from time
to time, upon the terms and conditions hereinafter set
forth. ALPS hereby accepts such appointment and agrees to
furnish such specified services. ALPS shall for all
purposes be deemed to be an independent contractor and
shall, except as otherwise expressly authorized in this
Agreement, have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the
Fund.
(b) ALPS may employ or associate itself with a person or
persons or organizations as ALPS believes to be desirable
in the performance of its duties hereunder; provided
that, in such event, the compensation of such person or
persons or organizations shall be paid by and be the sole
responsibility of ALPS, and the Fund shall bear no cost
or obligation with respect thereto; and provided further
that ALPS shall not be relieved of any of its obligations
under this Agreement in such event and shall be
responsible for all acts of any such person or persons or
organizations taken in furtherance of this Agreement to
the same extent it would be for its own acts.
2. ALPS Compensation; Expenses.
(a) ALPS will bear all expenses in connection with the
performance of its services under this Agreement, except
as otherwise provided herein. ALPS will not bear any of
the costs of Fund personnel. Other Fund expenses
incurred shall be borne by the Fund or the Fund's
investment adviser, including, but not limited to,
initial organization and offering expenses; the blue sky
registration and qualification of Shares for sale in the
various states in which the officers of the Fund shall
determine it advisable to qualify such Shares for sale
(including registering the Fund's investment adviser as a
broker or dealer or any officer of the Fund as agent or
salesman in any state); litigation expenses; taxes; costs
of preferred shares; expenses of conducting repurchase
offers for the purpose of repurchasing Fund shares;
administration, transfer agency, and custodial expenses;
interest; Fund directors' or trustees' fees; brokerage
fees and commissions; state and federal registration
fees; advisory fees; insurance premiums; fidelity bond
premiums; Fund and investment advisory related legal
expenses; costs of maintenance of Fund existence;
printing and delivery of materials in connection with
meetings of the Fund's directors or trustees; printing
and mailing of shareholder reports, prospectuses,
statements of additional information, other offering
documents and supplements, proxy materials, and other
communications to shareholders; securities pricing data
and expenses in connection with electronic filings with
the Securities and Exchange Commission (the "SEC").
3. Documents. The Fund has furnished or will furnish, upon
request, ALPS with copies of the Fund's Declaration of
Trust, advisory agreement, custodian agreement, transfer
agency agreement, administration agreement, current
prospectus, statement of additional information, periodic
Fund reports, and all forms relating to any plan, program or
service offered by the Fund. The Fund shall furnish, within
a reasonable time period, to ALPS a copy of any amendment or
supplement to any of the above-mentioned documents. Upon
reasonable request, the Fund shall furnish promptly to ALPS
any additional documents necessary or advisable to perform
its functions hereunder. As used in this Agreement the terms
"registration statement," "prospectus" and "statement of
additional information" shall mean any registration
statement, prospectus and statement of additional
information filed by the Fund with the SEC and any
amendments and supplements thereto that are filed with the
SEC.
4. Insurance. ALPS agrees to maintain fidelity bond and
liability insurance coverages which are, in scope and
amount, consistent with coverages customary for distribution
activities relating to the Fund. ALPS shall notify the Fund
upon receipt of any notice of material, adverse change in
the terms or provisions of its insurance coverage. Such
notification shall include the date of change and the reason
or reasons therefore. ALPS shall notify the Fund of any
material claims against it, whether or not covered by
insurance, and shall notify the Fund from time to time as
may be appropriate of the total outstanding claims made by
it under its insurance coverage.
5. Right to Receive Advice.
(a) Advice of the Fund and Service Providers. If ALPS is in
doubt as to any action it should or should not take, ALPS
may request directions, advice, or instructions from the
Fund or, as applicable, the Fund's investment adviser,
custodian, or other service providers.
(b) Advice of Counsel. If ALPS is in doubt as to any
question of law pertaining to any action it should or
should not take, ALPS may request advice from counsel of
its own choosing (who may be counsel for the Fund, the
Fund's investment adviser, or ALPS, at the option of
ALPS).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or instructions ALPS receives from the
Fund or any service provider and the advice ALPS receives
from counsel, ALPS may in its sole discretion rely upon
and follow the advice of counsel. ALPS will provide the
Fund with prior written notice of its intent to follow
advice of counsel that is materially inconsistent with
directions, advice or instructions from the Fund. Upon
request, ALPS will provide the Fund with a copy of such
advice of counsel.
6. Standard of Care; Limitation of Liability; Indemnification.
(a) ALPS shall be obligated to act in good faith and to
exercise commercially reasonable care and diligence in
the performance of its duties under this Agreement.
(b) In the absence of willful misfeasance, bad faith,
negligence, or reckless disregard by ALPS in the
performance of its duties, obligations, or
responsibilities set forth in this Agreement, ALPS and
its affiliates, including their respective officers,
directors, agents, and employees, shall not be liable
for, and the Fund agrees to indemnify, defend and hold
harmless such persons from, all taxes, charges, expenses,
assessments, claims, and liabilities (including, without
limitation, attorneys' fees and disbursements and
liabilities arising under applicable federal and state
laws) arising directly or indirectly from the following:
(i) the inaccuracy of factual information furnished to
ALPS by the Fund or the Fund's investment adviser,
custodians, or other service providers;
(ii) any untrue statement of a material fact or
omission of a material fact required to be stated or
necessary in order to make the statements not
misleading under the 1933 Act, the 1940 Act, or any
other statute or the common law, in any registration
statement, prospectus, statement of additional
information, shareholder report, or other information
filed or made public by the Fund (as amended from
time to time), except to the extent the statement or
omission was made in reliance upon, and in conformity
with, information furnished to the Fund by or on
behalf of ALPS;
(iii) any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the
matters to which this Agreement relates;
(iv) subject to section 16 herein, losses, delays,
failure, errors, interruption or loss of data
occurring directly or indirectly by reason of
circumstances beyond its reasonable control,
including without limitation, acts of God, action or
inaction of civil or military authority, war,
terrorism, riot, fire, flood, sabotage, labor
disputes, elements of nature, or non-performance by a
third party;
(v) ALPS' reliance on any instruction, direction, notice,
instrument or other information that ALPS reasonably
believes to be genuine;
(vi) loss of data or service interruptions caused by
equipment failure; or
(vii) any other action or omission to act which ALPS
takes in connection with the provision of services to
the Fund.
(c) ALPS shall indemnify and hold harmless the Fund, the
Fund's investment adviser and their respective officers,
directors, agents, and employees from and against any and
all taxes, charges, expenses, assessments, claims, and
liabilities (including, without limitation, attorneys'
fees and disbursements and liabilities arising under
applicable federal and state laws) arising directly or
indirectly from ALPS' willful misfeasance, bad faith,
negligence, or reckless disregard in the performance of
its duties, obligations, or responsibilities set forth in
this Agreement.
(d) Notwithstanding anything in this Agreement to the
contrary, neither party shall be liable under this
Agreement to the other party hereto for any punitive,
consequential, special or indirect losses or damages.
Any indemnification payable by a party to this Agreement
shall be net of insurance maintained by the indemnified
party as of the time the claim giving rise to indemnity
hereunder is alleged to have arisen to the extent it
covers such claim.
7. Activities of ALPS. The services of ALPS under this
Agreement are not to be deemed exclusive, and ALPS shall be
free to render similar services to others. The Fund
recognizes that from time to time directors, officers and
employees of ALPS may serve as directors, officers and
employees of other corporations or businesses (including
other investment companies) and that such other corporations
and businesses may include ALPS as part of their name and
that ALPS or its affiliates may enter into distribution
agreements or other agreements with such other corporations
and businesses.
8. Accounts and Records. The accounts and records maintained by
ALPS shall be the property of the Fund. ALPS shall prepare,
maintain and preserve such accounts and records as required
by the 1940 Act and other applicable securities laws, rules
and regulations. ALPS shall surrender such accounts and
records to the Fund, in the form in which such accounts and
records have been maintained or preserved, promptly upon
receipt of instructions from the Fund. The Fund shall have
access to such accounts and records at all times during ALPS'
normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided
by ALPS to the Fund at the Fund's expense. ALPS shall assist
the Fund, the Fund's independent auditors, or, upon approval
of the Fund, any regulatory body, in any requested review of
the Fund's accounts and records, and reports by ALPS or its
independent accountants concerning its accounting system and
internal auditing controls will be open to such entities for
audit or inspection upon reasonable request. ALPS or its
undersigned as defined by Rule 17a-4 of the 1934 Act, shall
have access to all electronic communications, including
password access to the system storing the electronic
communications, of registered representatives of ALPS that
are associated with the Fund and are required to be
maintained under Rule 17a-4 of the Exchange Act and FINRA
Rules 3110 and 3010. Electronic storage media maintained by
the Fund will comply with Rule 17a-4 of the 1934 Act.
9. Confidential and Proprietary Information. ALPS agrees that
it will, on behalf of itself and its officers and employees,
treat all transactions contemplated by this Agreement, and
all records and information relative to the Fund and its
current and former shareholders and other information germane
thereto, as confidential and as proprietary information of
the Fund and not to use, sell, transfer, or divulge such
information or records to any person for any purpose other
than performance of its duties hereunder, except after prior
notification to and approval in writing from the Fund, which
approval shall not be unreasonably withheld. Approval may
not be withheld where ALPS may be exposed to civil,
regulatory, or criminal proceedings for failure to comply,
when requested to divulge such information by duly
constituted authorities, or when requested by the Fund. When
requested to divulge such information by duly constituted
authorities, ALPS shall use reasonable commercial efforts to
request confidential treatment of such information. ALPS
shall have in place and maintain physical, electronic, and
procedural safeguards reasonably designed to protect the
security, confidentiality, and integrity of, and to prevent
unauthorized access to or use of records and information
relating to the Fund and its current and former shareholders.
10. Compliance with Rules and Regulations. ALPS shall comply
(and to the extent ALPS takes or is required to take action
on behalf of the Fund hereunder shall cause the Fund to
comply) with all applicable requirements of the 1940 Act and
other applicable laws, rules, regulations, orders and code of
ethics, as well as all investment restrictions, policies and
procedures adopted by the Fund of which ALPS has knowledge
(it being understood that ALPS is deemed to have knowledge of
all investment restrictions, policies or procedures set out
in the Fund's public filings or otherwise provided to ALPS).
Except as set out in this Agreement, ALPS assumes no
responsibility for such compliance by the Fund. ALPS shall
maintain at all times a program reasonably designed to
prevent violations of the federal securities laws (as defined
in Rule 38a-1 under the 0000 Xxx) with respect to the
services provided, and shall provide to the Fund a
certification to such effect no less than annually or as
otherwise reasonably requested by the Fund. ALPS shall make
available its compliance personnel and shall provide at its
own expense summaries and other relevant materials relating
to such program as reasonably requested by the Fund.
11. Representations and Warranties of ALPS. ALPS represents and
warrants to the Fund that:
(a) It is duly organized and existing as a corporation and in
good standing under the laws of the State of Colorado.
(b) It is empowered under applicable laws and by its Articles
of Incorporation and By-laws to enter into and perform
this Agreement.
(c) All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
(d) It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties
and obligations under this Agreement in accordance with
industry standards.
(e) ALPS has conducted a review of its supervisory controls
system and has made available to the Fund the most
current report of such review and any updates thereto.
Every time ALPS conducts a review of its supervisory
control system it will make available to the Fund for
inspection a report of such review and any updates
thereto. ALPS shall immediately notify the Fund of any
changes in how it conducts its business that would
materially change the results of its most recent review
of its supervisory controls system and any other changes
to ALPS' business that would affect the business of the
Fund or the Fund's investment adviser.
12. Representations and Warranties of the Fund. The Fund
represents and warrants to ALPS that:
(a) It is a statutory trust duly organized and existing and
in good standing under the laws of the state of Delaware
and is registered with the SEC as an open-end management
investment company.
(b) It is empowered under applicable laws and by its
Declaration of Trust and By-laws to enter into and
perform this Agreement.
(c) The Board of Trustees of the Fund has duly authorized it
to enter into and perform this Agreement.
(d) Notwithstanding anything in this Agreement to the
contrary, the Fund agrees not to make any modifications
to its registration statement or adopt any policies which
would affect materially the obligations or
responsibilities of ALPS hereunder without the prior
written approval or ALPS, which approval shall not be
unreasonably withheld or delayed.
13. Duties of the Fund.
(a) ALPS and the Fund shall regularly consult with each
other regarding ALPS' performance of its obligations
under this Agreement. In connection therewith, the Fund
shall submit to ALPS at a reasonable time in advance of
filing with the SEC reasonably final copies of any
amended or supplemented registration statement (including
exhibits) under the 1933 Act and the 1940 Act; provided,
however, that nothing contained in this Agreement shall
in any way limit the Fund's right to file at any time
such amendments to any registration statement and/or
supplements to any prospectus or statement of additional
information, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
(b) The Fund agrees to issue Creation Unit aggregations of
Shares of the Fund and to request The Depository Trust
Company to record on its books the ownership of such
Shares in accordance with the book-entry system
procedures described in the prospectus in such amounts as
ALPS has requested through the transfer agent in writing
or other means of data transmission, as promptly as
practicable after receipt by the Fund of the requisite
deposit securities and cash component (together with any
fees) and acceptance of such order, upon the terms
described in the registration statement. The Fund may
reject any order for Creation Units or stop all receipts
of such orders at any time upon reasonable notice to
ALPS, in accordance with the provisions of the
registration statement.
(c) The Fund agrees that it will take all action necessary
to register an indefinite number of Shares under the
0000 Xxx. The Fund shall make available to ALPS, at
ALPS' expense, such number of copies of its prospectus,
statement of additional information, and periodic
reports as ALPS may reasonably request. The Fund will
furnish to ALPS copies of all information, financial
statements and other papers, which ALPS may reasonably
request for use in connection with the distribution of
Creation Units.
(d) The Fund agrees to execute any and all documents and to
furnish any and all information and otherwise to take
all actions that may be reasonably necessary in
connection with the qualification of the Shares for sale
in such states as ALPS may designate. The Fund will
keep ALPS informed of the jurisdictions in which
Creation Units of the Fund are authorized for sale and
shall promptly notify ALPS of any change in this
information.
14. Anti-Money Laundering. ALPS agrees to maintain an anti-money
laundering program in compliance with Title III of the
Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of
2001 (the "USA Patriot Act") and all applicable laws and
regulations promulgated thereunder. ALPS confirms that, as
soon as possible, following the request from the Fund, ALPS
will supply the Fund with copies of ALPS' anti-money
laundering policy and procedures, and such other relevant
certifications and representations regarding such policy and
procedures as the Fund may reasonably request from time to
time.
15. Liaison with Accountants. ALPS shall act as a liaison with
the Fund's independent public accountants and shall provide
account analysis, fiscal year summaries, and other audit-
related schedules with respect to the services provided to
the Fund. ALPS shall take all reasonable action in the
performance of its duties under this Agreement to assure that
the necessary information is made available to such
accountants as reasonably requested or required by the Fund.
16. Business Interruption Plan. ALPS shall maintain in effect a
business interruption plan, and enter into any agreements
necessary with appropriate parties making reasonable
provisions for emergency use of electronic data processing
equipment customary in the industry. In the event of
equipment failures, ALPS shall, at no additional expense to
the Fund, take commercially reasonable steps to minimize
service interruptions.
17. Duration and Termination of this Agreement.
(a) Initial Term. This Agreement shall become effective as
of the date first written above (the "Start Date") and
shall continue thereafter throughout the period that ends
two (2) years after the Start Date (the "Initial Term").
(b) Renewal Term. If not sooner terminated, this Agreement
shall renew at the end of the Initial Term and shall
thereafter continue for successive annual periods,
provided such continuance is specifically approved at
least annually (i) by the Fund's Board of Trustees or
(ii) by a vote of a majority of the outstanding voting
securities of the relevant portfolio of the Fund,
provided that in either event the continuance is also
approved by the majority of the Trustees of the Fund who
are not interested persons (as defined in the 0000 Xxx)
of any party to this Agreement by vote cast in person at
a meeting called for the purpose of voting on such
approval. If a plan under Rule 12b-1 of the 1940 Act is
in effect, continuance of the plan and this Agreement
must be approved at least annually by a majority of the
Trustees of the Fund who are not interested persons (as
defined in the 0000 Xxx) and have no financial interest
in the operation of such plan or in any agreements
related to such plan, cast in person at a meeting called
for the purpose of voting on such approval.
(c) This Agreement is terminable without penalty on sixty
(60) days' written notice by the Fund's Board of
Trustees, by vote of the holders of a majority of the
outstanding voting securities of the relevant portfolio,
or by ALPS.
(d) Deliveries Upon Termination. Upon termination of this
Agreement, ALPS agrees to cooperate in the orderly
transfer of distribution duties and shall deliver to the
Fund or as otherwise directed by the Fund (at the expense
of the Fund) all records and other documents made or
accumulated in the performance of its duties for the Fund
hereunder. In the event ALPS gives notice of
termination under this Agreement, it will continue to
provide the services contemplated hereunder after such
termination at the contractual rate for up to 120 days,
provided that the Fund uses all reasonable commercial
efforts to appoint such replacement on a timely basis.
18. Assignment. This Agreement will automatically terminate in
the event of its assignment (as defined in the 1940 Act).
This Agreement shall not be assignable by the Fund without
the prior written consent of ALPS.
19. Governing Law. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the
State of New York and the 1940 Act and the rules thereunder.
To the extent that the laws of the State of New York conflict
with the 1940 Act or such rules, the latter shall control.
The Fund and ALPS hereby consent to the jurisdiction of a
state or federal court situated in New York City, New York in
connection with any dispute arising hereunder. The Fund and
ALPS hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection which it may now
or hereafter have to the laying of venue of any such
proceeding brought in such a court and any claim that such
proceeding brought in such a court has been brought in an
inconvenient forum. The Fund and ALPS each hereby
irrevocably waives any and all rights to trial by jury in any
legal proceeding arising out of or relating to this
Agreement.
20. Names. The obligations of the Fund entered into in the name
or on behalf thereof by any director, shareholder,
representative, or agent thereof are made not individually,
but in such capacities, and are not binding upon any of the
directors, shareholders, representatives or agents of the
Fund personally, but bind only the property of the Fund, and
all persons dealing with the Fund must look solely to the
property of the Fund for the enforcement of any claims
against the Fund.
21. Amendments to this Agreement. This Agreement may only be
amended by the parties in writing.
22. Notices. All notices and other communications hereunder
shall be in writing, shall be deemed to have been given when
received or when sent by telex or facsimile, and shall be
given to the following addresses (or such other addresses as
to which notice is given):
To ALPS:
ALPS Distributors, Inc.
0000 Xxxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
Fax: (000) 000-0000
To the Fund:
c/o DBX Advisors LLC
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxxxx
Mail Stop: NYC 60-1808
Fax: (000) 000-0000
23. Counterparts. This Agreement may be executed by the parties
hereto on any number of counterparts, and all of said
counterparts taken together shall be deemed to constitute one
and the same instrument.
24. Entire Agreement. This Agreement embodies the entire
agreement and understanding among the parties and supersedes
all prior agreements and understandings relating to the
subject matter hereof; provided, however, that ALPS may
embody in one or more separate documents its agreement, if
any, with respect to delegated duties and oral instructions.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
and President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Chief Financial Officer
ALPS DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title President
APPENDIX A
LIST OF PORTFOLIOS
db-X MSCI Emerging Markets Currency-Hedged Equity Fund
db-X MSCI EAFE Currency-Hedged Equity Fund
db-X MSCI Brazil Currency-Hedged Equity Fund
db-X MSCI Canada Currency-Hedged Equity Fund
db-X MSCI Japan Currency-Hedged Equity Fund
APPENDIX B
SERVICES
(a) The Fund grants to ALPS the exclusive right to receive
all orders for purchases of Creation Units of each portfolio
from participating parties ("Authorized Participants") which
have entered into a participant agreement with ALPS and the
transfer agent in accordance with the registration statement
("Participant Agreements") and to transmit such orders to the
Fund in accordance with the registration statement; provided,
however, that nothing herein shall affect or limit the right and
ability of the Fund to accept deposit securities and related
cash components through or outside the clearing process, and as
provided in and in accordance with the registration statement.
The Fund acknowledges that ALPS shall not be obligated to accept
any certain number of orders for Creation Units.
(b) ALPS agrees to act as agent of the Fund with respect
to the continuous distribution of Creation Units of the Fund as
set forth in the registration statement and in accordance with
the provisions thereof. ALPS further agrees as follows: (a)
ALPS shall enter into Participant Agreements among Authorized
Participants, ALPS, and, if applicable, the transfer agent in
accordance with the registration statement; (b) ALPS shall
generate and transmit confirmations of Creation Unit purchase
order acceptances to the purchaser; (c) ALPS shall deliver
copies of the prospectus to purchasers of such Creation Units
and upon request the statement of additional information; and
(d) ALPS shall maintain telephonic, facsimile and/or access to
direct computer communications links with the transfer agent.
(c) (i) ALPS agrees to use all reasonable efforts,
consistent with its other business, to facilitate the purchase
of Creation Units through Authorized Participants in accordance
with the procedures set forth in the prospectus and the
Participant Agreements.
(ii) ALPS shall, at its own expense, execute selected
or soliciting dealer agreements with registered broker-dealers
and other eligible entities providing for the purchase of
Creation Units of Shares of the Fund and related promotional
activities, in the forms as approved by the Board of Directors
or Trustees of the Fund. The Fund shall not furnish or cause to
be furnished to any person or display or publish any information
or materials relating to the Fund (including, without
limitation, promotional materials and sales literature,
advertisements, press releases, announcements, statements,
posters, signs or other similar material), except such
information and materials that have been approved in writing by
ALPS. Furthermore, ALPS shall clear and file all advertising,
sales, marketing and promotional materials of the portfolios
with FINRA.
(d) ALPS agrees to administer the Fund's distribution plan
on behalf of the Fund. To the extent applicable, ALPS shall, at
its own expense, set up and maintain a system of recording and
payments for fees and reimbursement of expenses disseminated
pursuant to this Agreement and any other related agreements
under the Fund's Rule 12b-1 Plans and shall, pursuant to the
1940 Act, report such payment activity under the Distribution
Plan to the Fund at least quarterly.
(e) All activities by ALPS and its agents and employees
which are primarily intended to result in the sale of Creation
Units shall comply with the registration statement, the
instructions of the Board of Directors or Trustees of the Fund
and all applicable laws, rules and regulations including,
without limitation, all rules and regulations made or adopted
pursuant to the 1940 Act by the SEC or any securities
association registered under the 1934 Act, including FINRA and
the NYSE Arca.
(g) The offering price for all Creation Units of Shares
will be the aggregate net asset value of the Shares per Creation
Unit of the portfolio, as determined in the manner described in
the registration statement.
(h) If and whenever the determination of net asset value
is suspended and until such suspension is terminated, no further
orders for Creation Units will be processed by ALPS except such
unconditional orders as may have been placed with ALPS before it
had knowledge of the suspension. In addition, the Fund reserves
the right to suspend sales and ALPS' authority to process orders
for Creation Units on behalf of the Fund, upon due notice to
ALPS, if, in the judgment of the Fund, it is in the best
interests of the Fund to do so. Suspension will continue for
such period as may be determined by the Fund.
(i) ALPS is not authorized by the Fund to give any
information or to make any representations other than those
contained in the registration statement or prospectus or
contained in shareholder reports or other material that may be
prepared by or on behalf of the Fund for ALPS' use.
(j) The Board of Trustees shall approve the form of any
Soliciting Dealer Agreement to be entered into by ALPS with
respect to the portfolios.
(k) At the request of the Fund, ALPS shall enter into
agreements, in the form specified by the Fund, with participants
in the system for book-entry of The Depository Trust Company and
the NSCC as described in the prospectus.
(l) ALPS shall ensure that all direct requests for
prospectuses, statements of additional of information and
periodic fund reports, as applicable, are fulfilled. In
addition, ALPS shall arrange to provide the NYSE Arca (and any
other national stock exchange on which the Shares may be listed)
with copies of prospectuses and/or summary prospectuses to be
provided to purchasers in the secondary market. ALPS will
generally make it known in the brokerage community that
prospectuses and/or summary prospectuses and statements of
additional information are available, including by (i) advising
the NYSE Arca on behalf of its member firms of the same, (ii)
making such disclosure in all marketing and advertising
materials prepared and/or filed by ALPS with FINRA, and (iii) as
may otherwise be required by the SEC.
(m) ALPS agrees to make available, at the Fund's request,
one or more members of its staff to attend Board meetings of the
Fund in order to provide information with regard to the ongoing
distribution process and for such other purposes as may be
requested by the Board of Directors or Trustees of the Fund.
(n) ALPS will review all sales and marketing materials for
compliance with applicable laws and conditions of any applicable
exemptive order, and file such materials with FINRA when
necessary or appropriate. All such sales and marketing
materials must be approved, in writing, by ALPS prior to use.
Amendment No. 14 to Distribution Agreement
This Amendment, dated as of May 16, 2016, to the
Distribution Agreement (this "Amendment"), by and between DBX
ETF Trust (the "Trust"), a Delaware statutory trust and ALPS
Distributors, Inc., a Colorado corporation, having its principal
place of business at 0000 Xxxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx
00000 (the "Distributor").
WHEREAS, the Trust and the Distributor entered into a
Distribution Agreement dated November 1, 2011, as amended from
time to time (the "Agreement"); and
WHEREAS, the Trust and the Distributor wish to amend the
provisions of the Agreement to reflect the addition of one new
portfolio offered under the Trust, as follows:
NOW, THEREFORE, the parties hereby agree to amend the
Agreement as follows:
1. The parties hereto agree to delete the current
Appendix A to the Agreement in its entirety and replace it with
a new Appendix A attached hereto.
2. Except as specifically set forth herein, all other
provisions of the Agreement shall remain in full force and
effect. Any items not herein defined shall have the meaning
ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties have executed this
Amendment as of the day and year first above written.
DBX ETF TRUST ALPS DISTRIBUTORS, INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx X. May
Name: Xxxx Xxxxxxxx Name: Xxxxxx X. May
Title: Chief Executive Officer & President Title: President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Chief Financial Officer
APPENDIX A
LIST OF PORTFOLIOS
Name
Ticker
Deutsche X-trackers Municipal Infrastructure
Revenue Bond ETF
RVNU
Deutsche X-trackers MSCI Brazil Hedged Equity ETF
DBBR
Deutsche X-trackers MSCI Germany Hedged Equity ETF
DBGR
Deutsche X-trackers MSCI EAFE Hedged Equity ETF
DBEF
Deutsche X-trackers MSCI Emerging Markets Hedged
Equity ETF
DBEM
Deutsche X-trackers MSCI Japan Hedged Equity ETF
DBJP
Deutsche X-trackers MSCI Europe Hedged Equity ETF
DBEU
Deutsche X-trackers MSCI United Kingdom Hedged
Equity ETF
DBUK
Deutsche X-trackers MSCI Asia Pacific ex Japan
Hedged Equity ETF
DBAP
Deutsche X-trackers MSCI All World ex US Hedged
Equity ETF
DBAW
Deutsche X-trackers MSCI South Korea Hedged Equity
ETF
DBKO
Deutsche X-trackers MSCI Mexico Hedged Equity ETF
DBMX
Deutsche X-trackers MSCI Eurozone Hedged Equity ETF
DBEZ
Deutsche X-trackers Harvest CSI 300 China A-Shares
ETF
ASHR
Deutsche X-trackers MSCI All China ETF
CN
Deutsche X-trackers Harvest CSI 500 China A-Shares
Small Cap ETF
ASHS
Deutsche X-trackers Dow Xxxxx Hedged International
Real Estate ETF
DBRE
Deutsche X-trackers S&P Hedged Global
Infrastructure ETF
DBIF
Deutsche X-trackers Japan JPX-Nikkei 400 Equity ETF
JPN
Deutsche X-trackers Japan JPX-Nikkei 400 Hedged
Equity ETF
JPNH
Deutsche X-trackers Emerging Markets Bond -
Interest Rate Hedged ETF
EMIH
Deutsche X-trackers Investment Grade Bond -
Interest Rate Hedged ETF
IGIH
Deutsche X-trackers High Yield Corporate Bond -
Interest Rate Hedged ETF
HYIH
Deutsche X-trackers MSCI EAFE High Dividend Yield
Hedged Equity ETF
HDEF
Deutsche X-trackers MSCI Emerging Markets High
Dividend Yield Hedged Equity ETF
HDEE
Deutsche X-trackers MSCI Eurozone High Dividend
Yield Hedged Equity ETF
HDEZ
Deutsche X-trackers MSCI All World ex US High
Dividend Yield Hedged Equity ETF
HDAW
Deutsche X-trackers MSCI EAFE Small Cap Hedged
Equity ETF
DBES
Deutsche X-trackers MSCI Italy Hedged Equity ETF
DBIT
Deutsche X-trackers MSCI Spain Hedged Equity ETF
DBSP
Deutsche X-trackers MSCI Southern Europe Hedged
Equity ETF
DBSE
Deutsche X-trackers MSCI Australia Hedged Equity
ETF
DBAU
Deutsche X-trackers CSI 300 China A-Shares Hedged
Equity ETF
ASHX
Deutsche X-trackers MSCI Latin America Pacific
Alliance ETF
PACA
Deutsche X-trackers Xxxxxxx 1000 Comprehensive
Factor ETF
DEUS
Deutsche X-trackers FTSE Developed ex US
Comprehensive Factor ETF
DEEF
Deutsche X-trackers FTSE Emerging Comprehensive
Factor ETF
DEMG
Deutsche X-trackers BofA Xxxxxxx Xxxxx
International Treasury Bond Hedged ETF
IGVT
Deutsche X-trackers BofA Xxxxxxx Xxxxx
International Corporate Bond Hedged ETF
IFIX
Deutsche X-trackers BofA Xxxxxxx Xxxxx
International High Yield Bond Hedged ETF
IHIY
Deutsche X-trackers Xxxxxxx 2000 Comprehensive
Factor ETF
DESC
