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Name | Symbol | Market | Type |
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Xtrackers MSCI USA Esg Leaders Equity ETF | AMEX:USSG | AMEX | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.8354 | 1.63% | 52.0954 | 52.10 | 51.6199 | 51.75 | 10,321 | 20:50:44 |
As filed with the Securities and Exchange Commission on May 11, 2020
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. 465
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☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
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☒ | |||
Amendment No. 467
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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 May 12, 2020 pursuant to paragraph (b) | |
☐ | 60 days after filing pursuant to paragraph (a) (1) | |
☐ | on ______________ 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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1 |
EXPLANATORY NOTE
This Post-Effective Amendment contains the Prospectuses and Statements of Additional Information relating only 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.
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Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Cboe BZX Exchange, Inc.: ESHY |
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Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Cboe BZX Exchange, Inc.: ESCR |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | |
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Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | |
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Ticker: ESHY | Stock Exchange: Cboe BZX Exchange, Inc. |
Management fee 1 | 0.20 |
Other Expenses | 0.00 |
Total annual fund operating expenses | 0.20 |
1 Year | 3 Years | 5 Years | 10 Years | |
$20 | $64 | $113 | $255 |
Prospectus May 12, 2020 | 1 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 2 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 3 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 4 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 5 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 6 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Returns | Period ending | |
Best Quarter | 6.29% | March 31, 2019 |
Worst Quarter | -6.13% | December 31, 2018 |
Year-to-Date | -16.42% | March 31, 2020 |
Inception Date |
1
Year |
Since
Inception |
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Returns before tax | 3/3/2015 | 11.07 | 3.63 |
After tax on distributions | 3/3/2015 | 8.43 | 1.04 |
After tax on distributions and sale of fund shares | 3/3/2015 | 6.50 | 1.57 |
J.P. Morgan ESG DM Corporate High Yield USD Index (reflects no deductions for fees, expenses or taxes) | 14.33 | 5.87 | |
Solactive USD High Yield Corporate Bond – Interest Rate Hedged Index (reflects no deductions for fees, expenses or taxes) | 8.41 | 3.12 | |
Solactive High Yield Corporate Bond Index (Long only component) (reflects no deductions for fees, expenses or taxes) | 14.33 | 5.25 |
Prospectus May 12, 2020 | 7 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Prospectus May 12, 2020 | 8 | Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Ticker: ESCR | Stock Exchange: Cboe BZX Exchange, Inc. |
Management fee 1 | 0.15 |
Other Expenses | 0.00 |
Total annual fund operating expenses | 0.15 |
1 Year | 3 Years | 5 Years | 10 Years | |
$15 | $48 | $85 | $192 |
■ | Issuers with ESG scores lower than BBB are excluded from the Underlying Index, per MSCI’s ESG scoring methodology which Bloomberg Barclays uses for the Underlying Index); |
Prospectus May 12, 2020 | 9 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
■ | These are controversies regarding the negative ESG impact of a company’s operations, product and services, as assessed by MSCI’s ESG Controversies monitoring system; |
■ | These include adult entertainment, alcohol, gambling, tobacco, nuclear and controversial weapons, civilian firearms, nuclear power and genetically modified organisms. |
Prospectus May 12, 2020 | 10 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Prospectus May 12, 2020 | 11 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Prospectus May 12, 2020 | 12 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Prospectus May 12, 2020 | 13 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Returns | Period ending | |
Best Quarter | 4.09% | March 31, 2019 |
Worst Quarter | -3.53% | December 31, 2018 |
Year-to-Date | -13.40% | March 31, 2020 |
Prospectus May 12, 2020 | 14 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Inception Date |
1
Year |
Since
Inception |
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Returns before tax | 3/3/2015 | 10.35 | 2.94 |
After tax on distributions | 3/3/2015 | 8.80 | 1.36 |
After tax on distributions and sale of fund shares | 3/3/2015 | 6.09 | 1.55 |
Bloomberg Barclays MSCI US Corporate Sustainability SRI Sector/Credit/Maturity Neutral Index (reflects no deductions for fees, expenses or taxes) | 14.50 | 4.44 | |
Solactive USD Investment Grade Bond – Interest Rate Hedged Index (reflects no deductions for fees, expenses or taxes) | 7.91 | 2.07 | |
Solactive Investment Grade Bond Index (Long only component) (reflects no deductions for fees, expenses or taxes) | 17.50 | 4.95 |
Prospectus May 12, 2020 | 15 | Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Prospectus May 12, 2020 | 16 | Fund Details |
Prospectus May 12, 2020 | 17 | Fund Details |
■ | Band 1 = JESG Score equal to or greater than 80 |
■ | Band 2 = JESG Score equal to or greater than 60, less than 80 |
■ | Band 3 = JESG Score equal to or greater than 40, less than 60 |
■ | Band 4 = JESG Score equal to or greater than 20, less than 40 |
■ | Band 5 = JESG Score less than 20 |
Prospectus May 12, 2020 | 18 | Fund Details |
Prospectus May 12, 2020 | 19 | Fund Details |
Prospectus May 12, 2020 | 20 | Fund Details |
Prospectus May 12, 2020 | 21 | Fund Details |
Prospectus May 12, 2020 | 22 | Fund Details |
Prospectus May 12, 2020 | 23 | Fund Details |
■ | Issuers with ESG scores lower than BBB are excluded from the Underlying Index, per MSCI’s ESG scoring methodology which Bloomberg Barclays uses for the Underlying Index); |
■ | These are controversies regarding the negative ESG impact of a company’s operations, product and services, as assessed by MSCI’s ESG Controversies monitoring system; |
Prospectus May 12, 2020 | 24 | Fund Details |
■ | These include adult entertainment, alcohol, gambling, tobacco, nuclear and controversial weapons, civilian firearms, nuclear power and genetically modified organisms. |
Prospectus May 12, 2020 | 25 | Fund Details |
■ | Adult Entertainment. All issuers classified as adult entertainment producers that earn more than 5% in revenue, or more than $500 million in revenue, from adult entertainment materials are excluded from the Underlying Index. |
■ | Alcohol. All issuers that are classified as alcohol producers that earn more than 5% in revenue, or more than $500 million in revenue, from alcohol-related products are excluded from the Underlying Index. |
■ | Gambling. All issuers that are classified as involved in gambling operations or support that earn more than 5% in revenue, or more than $500 million in revenue, from gambling-related activities are excluded from the Underlying Index. |
■ | Tobacco. All issuers that are classified as tobacco producers or distributors, retailers, or suppliers that derive 15% or more of their revenue from tobacco-related products are excluded from the Underlying Index. |
■ | Military Weapons. All issuers that either i) are classified as involved in manufacturing of nuclear weapons, nuclear weapons components, chemical and biological weapons components, or depleted uranium weapons or ii) earn more than 5% in revenue, or more than $500 million, from manufacturing conventional weapons, conventional weapons components, or conventional weapons support systems and services are excluded from the Underlying Index. |
■ | Civilian Firearms. All issuers that are classified as civilian firearms producers or retailers that derive 5% or more of their revenue, or more than $20 million in revenue, from civilian firearms-related products are excluded from the Underlying Index. |
■ | Nuclear Power. All issuers that either i) are classified as nuclear utilities or involved in uranium mining, designing nuclear reactors, or enrichment of fuel for nuclear reactors or ii) earn 15% or more revenues as a supplier to the nuclear power industry are excluded from the Underlying Index. |
■ | Genetically Modified Organisms. All companies that derive any revenue from activities like genetically modifying plants, such as seeds and crops, and other organisms intended for agricultural use or human consumption (but not companies only involved in GMO Research & Development activities) are excluded from the Underlying Index. |
Prospectus May 12, 2020 | 26 | Fund Details |
Prospectus May 12, 2020 | 27 | Fund Details |
Prospectus May 12, 2020 | 28 | Fund Details |
Prospectus May 12, 2020 | 29 | Fund Details |
Prospectus May 12, 2020 | 30 | Fund Details |
Prospectus May 12, 2020 | 31 | 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 Bloomberg Barclays US Investment Grade Corporate ESG 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. |
Prospectus May 12, 2020 | 32 | Fund Details |
■ | 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 J.P. Morgan ESG USD High Yield Corporate Bond ETF | 0.35% |
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | 0.25% |
Prospectus May 12, 2020 | 33 | 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. |
Prospectus May 12, 2020 | 34 | Fund Details |
■ | 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 May 12, 2020 | 35 | Fund Details |
Prospectus May 12, 2020 | 36 | Investing in the Funds |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers J.P. Morgan ESG USD High
Yield Corporate Bond ETF |
ESHY |
Cboe BZX
Exchange, Inc. |
Xtrackers Bloomberg Barclays US Investment
Grade Corporate ESG ETF |
ESCR |
Cboe BZX
Exchange, Inc. |
Prospectus May 12, 2020 | 37 | Investing in the Funds |
Prospectus May 12, 2020 | 38 | Investing in the Funds |
Prospectus May 12, 2020 | 39 | Investing in the Funds |
Fund Name | Fee |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | $500 |
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | $500 |
Prospectus May 12, 2020 | 40 | Investing in the Funds |
Prospectus May 12, 2020 | 41 | Investing in the Funds |
Prospectus May 12, 2020 | 42 | Financial Highlights |
For the
Six Months Ended 11/30/2019 (Unaudited) |
Years Ended May 31, | Period Ended | ||||
2019 | 2018 | 2017 | 2016 | 5/31/2015a | ||
Selected Per Share Data | ||||||
Net Asset Value, beginning of period | $21.72 | $22.68 | $23.42 | $22.23 | $24.57 | $25.00 |
Income (loss) from investment operations: | ||||||
Net investment income (loss)b | 0.62 | 1.32 | 1.27 | 1.17 | 1.08 | 0.29 |
Net realized and unrealized gain (loss) | 0.21 | (0.82) | (0.53) | 1.30 | (2.10) | (0.51) |
Total from investment operations | 0.83 | 0.50 | 0.74 | 2.47 | (1.02) | (0.22) |
Less distributions from: | ||||||
Net investment income | (0.65) | (1.46) | (1.48) | (1.28) | (1.32) | (0.21) |
Total distributions | (0.65) | (1.46) | (1.48) | (1.28) | (1.32) | (0.21) |
Net Asset Value, end of period | $21.90 | $21.72 | $22.68 | $23.42 | $22.23 | $24.57 |
Total Return (%) | 3.87**,c | 2.18c | 3.24c | 11.40 | (4.06) | (0.87)** |
Ratios to Average Net Assets and Supplemental Data | ||||||
Net Assets, end of period ($ millions) | 10 | 7 | 3 | 11 | 9 | 11 |
Ratio of expenses before fee waiver (%) | 0.35*e | 0.35e | 0.35e | 0.39 | 0.45 | 0.45* |
Ratio of expenses after fee waiver (%) | 0.19*e | 0.14e | 0.33e | 0.39 | 0.45 | 0.45* |
Ratio of net investment income (loss) (%) | 5.67* | 5.91 | 5.47 | 5.08 | 4.81 | 4.75* |
Portfolio turnover rate (%)d | 0** | 19 | 50 | 33 | 35 | 13** |
a | For the period March 3, 2015 (commencement of operations) through May 31, 2015. |
b | Based on average shares outstanding during the period. |
c | Total Return would have been lower if certain expenses had not been reimbursed by the Advisor. |
d | Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions. |
e | The Fund invests in other ETFs and indirectly bears its proportionate shares of fees and expenses incurred by the Underlying Funds in which the Fund is invested. This ratio does not included these indirect fees and expenses. |
* | Annualized. |
** | Not Annualized. |
Prospectus May 12, 2020 | 43 | Financial Highlights |
For the
Six Months Ended 11/30/2019 (Unaudited) |
Years Ended May 31, |
Period
Ended |
||||
2019 | 2018 | 2017 | 2016 | 5/31/2015a | ||
Selected Per Share Data | ||||||
Net Asset Value, beginning of period | $23.04 | $23.84 | $24.09 | $23.79 | $24.63 | $25.00 |
Income (loss) from investment operations: | ||||||
Net investment income (loss)b | 0.39 | 0.83 | 0.78 | 0.73 | 0.71 | 0.17 |
Net realized and unrealized gain (loss) | 0.65 | (0.32) | (0.28) | 0.39 | (0.73) | (0.43) |
Total from investment operations | 1.04 | 0.51 | 0.50 | 1.12 | (0.02) | (0.26) |
Less distributions from: | ||||||
Net investment income | (0.40) | (0.83) | (0.75) | (0.82) | (0.82) | (0.11) |
Net realized gains | — | (0.48) | — | — | — | — |
Total distributions | (0.40) | (1.31) | (0.75) | (0.82) | (0.82) | (0.11) |
Net Asset Value, end of period | $23.68 | $23.04 | $23.84 | $24.09 | $23.79 | $24.63 |
Total Return (%) | 4.55**,c | 2.28c | 2.05 | 4.79 | (0.04) | (1.03)** |
Ratios to Average Net Assets and Supplemental Data | ||||||
Net Assets, end of period ($ millions) | 7 | 7 | 10 | 6 | 5 | 6 |
Ratio of expenses before fee waiver (%) | 0.25* | 0.25 | 0.25 | 0.25 | 0.25 | 0.25* |
Ratio of expenses after fee waiver (%) | 0.25* | 0.25 | 0.25 | 0.25 | 0.25 | 0.25* |
Ratio of net investment income (loss) (%) | 3.33* | 3.53 | 3.22 | 3.04 | 3 | 2.72* |
Portfolio turnover rate (%)d | 17** | 25 | 33 | 26 | 14 | 7** |
a | For the period March 3, 2015 (commencement of operations) through May 31, 2015. |
b | Based on average shares outstanding during the period. |
c | Total Return would have been lower if certain expenses had not been reimbursed by the Advisor. |
d | Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions. |
* | Annualized. |
** | Not Annualized. |
Prospectus May 12, 2020 | 44 | Financial Highlights |
Prospectus May 12, 2020 | 45 | Appendix |
Prospectus May 12, 2020 | 46 | Appendix |
Prospectus May 12, 2020 | 47 | 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 1000 Denver, Colorado 80203 |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Cboe BZX Exchange, Inc.: ESEB |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | |
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Fund Details | |
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Ticker: ESEB | Stock Exchange: Cboe BZX Exchange, Inc. |
Management fee 1 | 0.35 |
Other Expenses | 0.00 |
Total annual fund operating expenses | 0.35 |
1 Year | 3 Years | 5 Years | 10 Years | |
$36 | $113 | $197 | $443 |
Prospectus May 12, 2020 | 1 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 2 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 3 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 4 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 5 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 6 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Returns | Period ending | |
Best Quarter | 4.52% | March 31, 2019 |
Worst Quarter | -3.17% | December 31, 2018 |
Year-to-Date | -18.99% | March 31, 2020 |
Inception Date |
1
Year |
Since
Inception |
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Returns before tax | 3/3/2015 | 11.25 | 5.03 |
After tax on distributions | 3/3/2015 | 9.22 | 2.64 |
After tax on distributions and sale of fund shares | 3/3/2015 | 6.61 | 2.81 |
J.P. Morgan ESG EMBI Global Diversified Sovereign Index (reflects no deductions for fees, expenses or taxes) | 15.68 | 5.96 | |
Solactive USD Emerging Markets Bond – Interest Rate Hedged Index (reflects no deductions for fees, expenses or taxes) | 8.90 | 4.06 | |
Solactive Emerging Markets Bond Index (Long only component) (reflects no deductions for fees, expenses or taxes) | 17.93 | 6.76 |
Prospectus May 12, 2020 | 7 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 8 | Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Prospectus May 12, 2020 | 9 | Fund Details |
Prospectus May 12, 2020 | 10 | Fund Details |
■ | Band 1 = JESG Score equal to or greater than 80 |
■ | Band 2 = JESG Score equal to or greater than 60, less than 80 |
■ | Band 3 = JESG Score equal to or greater than 40, less than 60 |
■ | Band 4 = JESG Score equal to or greater than 20, less than 40 |
■ | Band 5 = JESG Score less than 20 |
Prospectus May 12, 2020 | 11 | Fund Details |
Prospectus May 12, 2020 | 12 | Fund Details |
Prospectus May 12, 2020 | 13 | Fund Details |
Prospectus May 12, 2020 | 14 | Fund Details |
Prospectus May 12, 2020 | 15 | Fund Details |
Prospectus May 12, 2020 | 16 | Fund Details |
Prospectus May 12, 2020 | 17 | 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, the fund does not invest 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. |
■ | The fund may borrow money under a credit facility to the extent necessary for temporary or emergency purposes, including the funding of shareholder redemption requests, trade settlements, and as necessary to distribute to shareholders any income necessary to maintain the fund’s status as a regulated investment company (“RIC”). |
■ | 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. |
■ | 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, 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 May 12, 2020 | 18 | Fund Details |
Fund Name | Fee Paid |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | 0.45% |
■ | 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 May 12, 2020 | 19 | Fund Details |
■ | 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 May 12, 2020 | 20 | Fund Details |
Fund name | Ticker Symbol | Stock Exchange |
Xtrackers J.P. Morgan ESG Emerging –
Markets Sovereign ETF |
ESEB |
Cboe BZX
Exchange, Inc. |
Prospectus May 12, 2020 | 21 | Investing in the Fund |
Prospectus May 12, 2020 | 22 | Investing in the Fund |
Prospectus May 12, 2020 | 23 | Investing in the Fund |
Prospectus May 12, 2020 | 24 | Investing in the Fund |
Fund Name | Fee |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | $500 |
Prospectus May 12, 2020 | 25 | Investing in the Fund |
For the
Six Months Ended 11/30/2019 (Unaudited) |
Years Ended May 31, |
Period
Ended |
||||
2019 | 2018 | 2017 | 2016 | 5/31/2015a | ||
Selected Per Share Data | ||||||
Net Asset Value, beginning of period | $23.10 | $24.36 | $24.91 | $23.96 | $25.03 | $25.00 |
Income (loss) from investment operations: | ||||||
Net investment income (loss)b | 0.45 | 1.05 | 0.99 | 1.07 | 1.07 | 0.27 |
Net realized and unrealized gain (loss) | 0.47 | (0.29) | (0.48) | 1.18 | (0.80) | (0.04) |
Total from investment operations | 0.92 | 0.76 | 0.51 | 2.25 | 0.27 | 0.23 |
Less distributions from: | ||||||
Net investment income | (0.47) | (1.04) | (1.02) | (1.30) | (1.26) | (0.20) |
Net realized gains | — | (0.98) | (0.04) | — | (0.08) | — |
Total distributions | (0.47) | (2.02) | (1.06) | (1.30) | (1.34) | (0.20) |
Net Asset Value, end of period | $23.55 | $23.10 | $24.36 | $24.91 | $23.96 | $25.03 |
Total Return (%) | 4.00**,c | 3.31c | 2.03 | 9.61 | 1.22 | 0.90** |
Ratios to Average Net Assets and Supplemental Data | ||||||
Net Assets, end of period ($ millions) | 16 | 7 | 9 | 6 | 6 | 6 |
Ratio of expenses before fee waiver (%) | 0.45* | 0.45 | 0.45 | 0.47 | 0.5 | 0.50* |
Ratio of expenses after fee waiver (%) | 0.45* | 0.45 | 0.45 | 0.47 | 0.5 | 0.50* |
Ratio of net investment income (loss) (%) | 3.82* | 4.37 | 3.94 | 4.35 | 4.45 | 4.35* |
Portfolio turnover rate (%)(d) | 10** | 31 | 48 | 35 | 15 | 1** |
a | For the period March 3, 2015 (commencement of operations) through May 31, 2015. |
b | Based on average shares outstanding during the period. |
c | Total Return would have been lower if certain expenses had not been reimbursed by the Advisor. |
d | Portfolio turnover rate does not include securities received or delivered from processing creations or redemptions. |
e | The Fund invests in other ETFs and indirectly bears its proportionate shares of fees and expenses incurred by the Underlying Funds in which the Fund is invested. This ratio does not included these indirect fees and expenses. |
* | Annualized. |
** | Not Annualized. |
Prospectus May 12, 2020 | 26 | Financial Highlights |
Prospectus May 12, 2020 | 27 | Appendix |
Prospectus May 12, 2020 | 28 | 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 1000 Denver, Colorado 80203 |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Cboe BZX Exchange, Inc.: ESHY |
|
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Cboe BZX Exchange, Inc.: ESCR |
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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
J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Xtrackers
Bloomberg Barclays US Investment Grade Corporate ESG ETF |
Independent Board Member: | ||
Stephen R. Byers | None | None |
George O. Elston | None | None |
J. David Officer | None | None |
Funds Overseen by
Board Member in the Xtrackers Funds |
|
Independent Board Member: | |
Stephen R. Byers | None |
George O. Elston | None |
J. David Officer | $50,001 - $100,000 |
(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 |
21.57% |
J.P. Morgan Clearing Corp.
500 Stanton Christiana Rd., 2nd Fl. Newark, Delaware 19713 |
19.79% |
Bank of America
200 N. College Street Charlotte, NC 28255 |
19.16% |
Goldman Sachs & Co.
30 Hudson Street Proxy Department Jersey City, NJ 07302 |
12.10% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
6.09% |
Pershing LLC
One Pershing Plaza Jersey City, NJ 07399 |
5.65% |
Name and Address | Percentage Ownership |
J.P. Morgan Clearing Corp.
500 Stanton Christiana Rd., 2nd Fl. Newark, DE 19713-2107 |
45.54% |
Bank of America
200 N. College Street Charlotte, NC 28255 |
13.96% |
Charles Schwab & Co., Inc.
2423 E. Lincoln Drive Phoenix, AZ 85016-1215 |
6.81% |
TD Ameritrade
4700 Alliance Gateway Freeway Fort Worth, TX 76177 |
6.00% |
Citadel Securities LLC
131 South Dearborn St., 3rd Fl Chicago, IL 60603 |
5.12% |
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) | $169,000 |
George O. Elston(3) | $159,000 |
J. David Officer | $144,000 |
(1) | For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 33 funds as of December 31, 2019. |
(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 |
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 | 30 | $13,268,363,237 | 0 | $0 |
Brandon Matsui | 7 | $4,560,930,569 | 0 | $0 |
Tanuj Dora | 7 | $4,560,930,569 | 0 | $0 |
Alexander Bridgeforth | 7 | $4,560,930,569 | 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 | 30 | $13,273,164,049 | 0 | $0 |
Brandon Matsui | 7 | $4,565,731,380 | 0 | $0 |
Tanuj Dora | 7 | $4,565,731,380 | 0 | $0 |
Alexander Bridgeforth | 7 | $4,565,731,380 | 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
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 | 29 | $2,231,852,648 | 0 | $0 |
Brandon Matsui | 5 | $422,395,328 | 0 | $0 |
Tanuj Dora | 5 | $422,395,328 | 0 | $0 |
Alexander Bridgeforth | 5 | $422,395,328 | 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 | 29 | $2,231,852,648 | 0 | $0 |
Brandon Matsui | 5 | $422,395,328 | 0 | $0 |
Tanuj Dora | 5 | $422,395,328 | 0 | $0 |
Alexander Bridgeforth | 5 | $422,395,328 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services(1) |
Amount Waived
by DBX for Advisory Services |
2019 | $21,206 | $12,477 |
2018 | $29,622 | $1,874 |
2017(2) | $36,560 | $0 |
Fiscal Year Ended |
Gross Amount
Paid to DBX for Advisory Services(3) |
Amount Waived
by DBX for Advisory Services |
2019 | $22,540 | $43 |
2018 | $19,622 | $0 |
2017(4) | $12,062 | $0 |
Fund | 2019 | 2018 |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | 19% | 50% |
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | 25% | 33% |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | 2019 | $61 |
2018 | $691 | |
2017 | $96 | |
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | 2019 | $0 |
2018 | $0 | |
2017 | $13 |
Name of Regular Broker or Dealer or Parent (Issuer) | Securities of Regular Broker Dealers |
BofA Securities, Inc. | $132,771 |
CitiGroup Global Markets Inc. | $127,595 |
Credit Suisse Securities (USA) LLC | $67,821 |
Deutsche Bank Securities, Inc. | $19,488 |
Goldman Sachs & Co. | $130,776 |
Morgan Stanley & Co. LLC | $114,442 |
Wells Fargo Securities, LLC | $171,011 |
Xtrackers
J.P. Morgan ESG USD High Yield Corporate Bond ETF |
Xtrackers
Bloomberg Barclays US Investment Grade Corporate ESG ETF |
|
Gross income from securities lending activities (including income from cash collateral reinvestment) | $8,318 | $502 |
Fees and/or compensation for securities lending activities and related services | ||
Fees paid to securities lending agent from a revenue split1 | $1,345 | $56 |
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split | — | — |
Administrative fees not included in revenue split | — | — |
Indemnification fees not included in revenue split | — | — |
Rebate (paid to borrower) | $70 | $120 |
Rebate (from borrower) | $10,980 | $419 |
Other fees not included in revenue split | — | — |
Aggregate fees/compensation for securities lending activities and related services | $9,565 | $243 |
Net income from securities lending activities | $17,883 | $745 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | Cboe BZX Exchange, Inc. | 233051747 |
Fiscal Year End: 5/31 | ||
Xtrackers Bloomberg Barclays US Investment Grade Corporate ESG ETF | Cboe BZX Exchange, Inc. | 233051739 |
Fiscal Year End: 5/31 |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF |
Cboe BZX Exchange, Inc.: ESEB |
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Part II
|
II-1 |
Detailed Part II table of contents precedes page II-1
|
(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 J.P. Morgan ESG Emerging Markets Sovereign 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 | None |
George O. Elston | None |
J. David Officer | $50,001 - $100,000 |
(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 |
59.46% |
J.P. Morgan Clearing Corp.
500 Stanton Christiana Rd., 2nd Fl. Newark, Delaware 19713 |
20.27% |
Bank of America
200 N. College Street Charlotte, NC 28255 |
7.69% |
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) | $169,000 |
George O. Elston(3) | $159,000 |
J. David Officer | $144,000 |
(1) | For each Independent Board Member, total compensation from the Xtrackers fund complex represents compensation from 33 funds as of December 31, 2019. |
(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 | $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 | 30 | $13,272,097,147 | 0 | $0 |
Brandon Matsui | 7 | $4,564,664,478 | 0 | $0 |
Tanuj Dora | 7 | $4,564,664,478 | 0 | $0 |
Alexander Bridgeforth | 7 | $4,564,664,478 | 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 | 29 | $2,231,852,648 | 0 | $0 |
Brandon Matsui | 5 | $422,395,328 | 0 | $0 |
Tanuj Dora | 5 | $422,395,328 | 0 | $0 |
Alexander Bridgeforth | 5 | $422,395,328 | 0 | $0 |
Fiscal Year Ended |
Gross Amount
for Advisory Services(1) |
Amount Waived
by DBX for Advisory Services |
2019 | $35,427 | $33 |
2018 | $36,751 | $0 |
2017(2) | $28,933 | $0 |
Fund | 2019 | 2018 |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | 31% | 48% |
Fiscal
Year |
Brokerage Commissions
Paid by Fund |
|
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | 2019 | $0 |
2018 | $0 | |
2017 | $0 |
Fund and its Fiscal Year End | Exchange | CUSIP Number |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | Cboe BZX Exchange, Inc. | 233051713 |
Fiscal Year End: 5/31 |
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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). | 34 | 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). | 34 | - |
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). | 34 | (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. tracking error and tracking difference) 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 Kokusai Equity ETF | 0.09% |
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 Bloomberg Barclays US Investment Grade Corporate ESG ETF | 0.15% |
Fund Name | Unitary Advisory Fee Rate |
Xtrackers High Beta High Yield Bond ETF | 0.35% |
Xtrackers J.P. Morgan ESG Emerging Markets Sovereign ETF | 0.35% |
Xtrackers J.P. Morgan ESG USD High Yield Corporate Bond ETF | 0.20% |
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 Policies 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) where the Guidelines specify that an issue is to be determined on a case-by-case basis; or (iii) where 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 Conduct – DB Group; |
• | Conflicts of Interest Policy – DWS Group; |
• | Code of Ethics – DWS 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. | OVERSIGHT RESPONSIBILITIES |
7. | ANNUAL REVIEW |
8. | GLOSSARY |
9. | LIST OF ANNEXES AND ATTACHMENTS |
I. | Board of Directors and Executives | |
A. | Election of Directors | |
B. | Board Diversity | |
C. | Classified Boards of Directors | |
D. | Board and Committee Independence | |
E. | Liability and Indemnification of Directors | |
F. | Qualification of Directors | |
G. | Removal of Directors and Filling of Vacancies | |
H. | Proposals to Fix the Size of the Board | |
I. | Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards | |
J. | 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 they are majority independent. If the main committees are not majority independent, this could trigger a vote of “Abstain” for 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 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 Director 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. | Board Diversity |
• | a firm commitment, as stated in the proxy statement, to appoint at least one woman to the board within a year, |
• | The presence of a woman on the board at the preceding annual meeting and a firm commitment to appoint at least one woman to the board within a year; or |
• | Other relevant factors as applicable. |
C. | Classified Boards of Directors |
D. | Board and Committee Independence |
− | 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). |
E. | Liability and Indemnification of Directors |
F. | Qualification of Directors |
G. | Removal of Directors and Filling of Vacancies |
H. | 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 defences. |
2. | “Against” proposals allowing Management to fix the size of the Board without shareholder approval. |
I. | Proposals to Restrict Chief Executive Officer’s Service on Multiple Boards |
J. | 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; |
• | 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. |
− | 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. |
• | 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 cancelling 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 |
C. | Fair-Price Proposals |
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 |
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 they are majority independent. If the main committees are not majority independent, this could trigger a vote of “Abstain” for 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 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. |
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. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019.) | |||
(c) | (1) | 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). Referenced in exhibits (a)(1) through (a)(2) to this Item, above. | ||
(2) | Instruments defining the rights of shareholders, including the relevant portions of the Amended and Restated Bylaws, dated December 1, 2015 (see Article 9). Referenced in exhibits (b)(1) through (b)(2) to this Item, above. | |||
(d) | (1) | Investment Advisory Agreement, dated January 31, 2011, as amended as of November 12, 2019 and May 12, 2020, 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 7, dated as of May 12, 2020, to the Distribution Agreement, dated April 16, 2018, between the Registrant and ALPS Distributors, Inc. (Filed herein.) | |||
(f) | Not applicable. | |||
3 |
4 |
(4) | Second 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) | Amendment, dated as of December 6, 2019, 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. 461 to the Trust’s Registration Statement, as filed with the SEC on January 9, 2020.) | ||
(6) | 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.) | ||
(7) | Corporate Services Agreement, dated as of July 6, 2016, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Post-Effective Amendment No. 464 to the Trust’s Registration Statement, as filed with the SEC on March 11, 2020.) | ||
(8) | Amendment, dated as of January 8, 2020, to the Corporate Services Agreement, dated as of July 6, 2016, between the Registrant and The Bank of New York Mellon. (Incorporated by reference to Post-Effective Amendment No. 464 to the Trust’s Registration Statement, as filed with the SEC on March 11, 2020.) | ||
(9) | 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.) | ||
(10) | Amendment, dated as of December 6, 2019, 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. 461 to the Trust’s Registration Statement, as filed with the SEC on January 9, 2020.) | ||
(11) | 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.) | ||
(12) | 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.) |
5 |
(13) | 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.) | ||
(14) | 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.) | ||
(15) | 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.) | ||
(16) | Expense Limitation Agreement (with respect to Xtrackers FTSE Developed ex US Comprehensive Factor ETF), effective as of December 20, 2019. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019.) | ||
(17) | Expense Limitation Agreement (with respect to Xtrackers USD High Yield Corporate Bond ETF), effective as of December 20, 2019. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019.) | ||
(18) | Expense Limitation Agreement (with respect to Xtrackers High Beta High Yield Bond ETF), effective as of December 20, 2019. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019). | ||
(19) | Expense Limitation Agreement (with respect to Xtrackers Low Beta High Yield Bond ETF), effective as of December 20, 2019. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019.) | ||
(20) | Amended and Restated Expense Limitation Agreement, effective as of December 19, 2019. (Incorporated by reference to Post-Effective Amendment No. 461 to the Trust’s Registration Statement, as filed with the SEC on January 9, 2020.) | ||
(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.) |
6 |
(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 and Consent of Counsel, Dechert LLP. (Incorporated by reference to Post-Effective Amendment No. 461 to the Trust’s Registration Statement, as filed with the SEC on January 9, 2020.) | ||
(8) | Opinion and Consent of Counsel, Dechert LLP. (Filed herein.) | ||
(9) | 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.) | ||
(10) | 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.) | ||
(11) | 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. |
7 |
(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. (Incorporated by reference to Post-Effective Amendment No. 460 to the Trust’s Registration Statement, as filed with the SEC on December 19, 2019.) | ||
(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.
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.
8 |
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, Axonic Funds, 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, Cambria ETF Trust, 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, Cullen Funds Trust, DBX ETF Trust, ETF Series Solutions, 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., 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, PRIMECAP Odyssey Funds, Principal Exchange-Traded Funds, Reality Shares ETF Trust, Resource Credit Income Fund, Resource Real Estate Diversified Income Fund, RiverNorth Funds, Sierra Total Return Fund, Smead Funds Trust, SPDR Dow Jones Industrial Average ETF Trust, SPDR S&P 500 ETF Trust, SPDR S&P MidCap 400 ETF Trust, Sprott Funds 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, XAI Octagon Credit Trust, and X-Square Balanced Fun.
(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 |
9 |
* 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. |
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 1000 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 |
10 |
Item 34. | Management Services. |
There are no management related service contracts not discussed in Part A or Part B.
Item 35. | Undertakings. |
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this amendment to its Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of New York and the State of New York on the 4th day of May, 2020.
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 | May 4, 2020 | |
/s/George O. Elston | |||
George O. Elston* | Trustee | May 4, 2020 | |
/s/Diane Kenneally | |||
Diane Kenneally | Treasurer, Chief Financial Officer and Controller | May 4, 2020 | |
/s/Freddi Klassen | |||
Freddi Klassen* | President and Chief Executive Officer | May 4, 2020 | |
/s/J. David Officer | |||
J. David Officer* | Trustee | May 4, 2020 | |
*By:
/s/ Caroline Pearson
Caroline Pearson**
Assistant Secretary
** | Attorney-in-fact pursuant to the powers of attorney that are incorporated herein by reference to Post-Effective Amendment No. 464, as filed on March 11, 2020 to the Registration Statement. |
DBX ETF TRUST
EXHIBIT INDEX
Ex. Number | Description | |
(d)(1) | Investment Advisory Agreement, dated January 31, 2011, as amended as of November 12, 2019 and May 12, 2020, between the Trust and DBX Advisors LLC. |
(e)(2) | Amendment 7, dated as of May 12, 2020, to the Distribution Agreement, dated April 16, 2018, between the Registrant and ALPS Distributors, Inc. |
(i)(8) | Opinion and Consent of Counsel, Dechert LLP. |
(j) | Consent of Independent Registered Public Accounting Firm. |
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