Correspondence 0000088053-25-000479 from DBX ETF TRUST (CIK 0001503123)
DBX ETF TRUST (CIK 0001503123)
Date: June 11, 2025 · CIK: 0001503123 · Accession: 0000088053-25-000479
AI Filing Summary & Sentiment
File numbers found in text: 333-170122, 811-22487
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attn: Raymond Be Re: Post-Effective Amendment No. 515 to the Registration Statement on Form N-1A of Xtrackers S&P 500 Diversified Sector Weight ETF (the “Fund”), a series of DBX ETF Trust (the “Trust”) (Reg. Nos. 333-170122; 811-22487)
Dear Mr. Be,
This letter is submitted on behalf of the Fund in response to comments of the Staff of the Securities and Exchange Commission (“SEC”) regarding the above-referenced Post-Effective Amendment (the “Amendment”), which comments were received via telephone on May 22, 2025. The Amendment was filed on behalf of the Fund on April 4, 2025, with an effective date of June 18, 2025.
The Staff’s comments are restated below, followed by the Fund’s responses. For the Staff’s reference, marked copies of the Fund’s Prospectus and Part I Statement of Additional Information (“SAI”) are included as Attachment A to this letter. The marked copies of the Prospectus and Part I SAI show changes from the Amendment, including changes made in response to Staff comments.
1. Comment: Please supplementally provide the Staff a copy of the index methodology for the Fund’s underlying index, the S&P 500 Diversified Sector Weight Index (the “Underlying Index”).
Response: A copy of the Underlying Index’s methodology was provided to the Staff prior to the filing of this letter.
2. Comment: Please revise the disclosure appearing under the “Underlying Index – Weighting of Constituent Securities” subheading in the “Principal Investment Strategies” section of the Fund’s prospectus to describe the weighting of the Underlying Index’s constituent securities in a clearer, more plain English fashion. Consider using graphs, charts and/or other design principles to make it easier for investors to follow the Underlying Index’s constituent weighting process. Please explain how the constituent weighting of the Underlying Index differs from the constituent weighting of the S&P 500 Index.
Response: The Fund’s Prospectus disclosure has been revised to address the Staff’s comment. See Attachment A.
3. Comment: Given the diversified sector weighing approach utilized by the Fund’s Underlying Index, please supplementally explain why the Fund has elected to be classified as “non-diversified” under Section 5(b)(2) of the Investment Company Act of 1940 (the “1940 Act”).
Response: Upon further review and consideration, the Fund has determined to change its initial 1940 Act diversification classification from “non-diversified” to “diversified.” See Attachment A.
If you have any questions regarding any of the foregoing or require additional information, please call me at (617) 295-3011 (office phone) or (774) 270-6883 (work mobile) or, alternatively, please email me at jim.wall@dws.com.
Sincerely yours,
/s/James M. Wall
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DWS Investment Management Americas, Inc.
100 Summer Street
Boston, MA 02110
June 11, 2025
VIA EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Attn: Raymond Be
Re:
Post-Effective
Amendment No. 515 to the Registration Statement on Form N-1A of Xtrackers S&P 500 Diversified Sector Weight ETF (the “Fund”),
a series of DBX ETF Trust (the “Trust”) (Reg. Nos. 333-170122; 811-22487)
Dear Mr. Be,
This letter is submitted on behalf of the Fund
in response to comments of the Staff of the Securities and Exchange Commission (“SEC”) regarding the above-referenced Post-Effective
Amendment (the “Amendment”), which comments were received via telephone on May 22, 2025. The Amendment was filed on behalf
of the Fund on April 4, 2025, with an effective date of June 18, 2025.
The Staff’s comments are restated below,
followed by the Fund’s responses. For the Staff’s reference, marked copies of the Fund’s Prospectus and Part I Statement
of Additional Information (“SAI”) are included as Attachment A to this letter. The marked copies of the Prospectus and Part
I SAI show changes from the Amendment, including changes made in response to Staff comments.
1. Comment: Please supplementally provide the Staff a copy of the index methodology for the Fund’s
underlying index, the S&P 500 Diversified Sector Weight Index (the “Underlying Index”).
Response: A copy of the Underlying
Index’s methodology was provided to the Staff prior to the filing of this letter.
2. Comment: Please revise the disclosure appearing under the “Underlying Index – Weighting
of Constituent Securities” subheading in the “Principal Investment Strategies” section of the Fund’s
prospectus to describe the weighting of the Underlying Index’s constituent securities in a clearer, more plain English fashion.
Consider using graphs, charts and/or other design principles to make it easier for investors to follow the Underlying Index’s constituent
weighting process. Please explain how the constituent weighting of the Underlying Index differs from the constituent weighting of the
S&P 500 Index.
Response: The Fund’s Prospectus disclosure
has been revised to address the Staff’s comment. See Attachment A.
3. Comment: Given the diversified sector weighing approach utilized by the Fund’s Underlying
Index, please supplementally explain why the Fund has elected to be classified as “non-diversified” under Section 5(b)(2)
of the Investment Company Act of 1940 (the “1940 Act”).
Response: Upon further review
and consideration, the Fund has determined to change its initial 1940 Act diversification classification from “non-diversified”
to “diversified.” See Attachment A.
If you have any questions regarding any of the
foregoing or require additional information, please call me at (617) 295-3011 (office phone) or (774) 270-6883 (work mobile) or, alternatively,
please email me at jim.wall@dws.com.
Sincerely yours,
/s/James M. Wall
James M. Wall
Associate General Counsel
DWS
Investment Management Americas, Inc.
cc: John Marten, Vedder Price P.C.
ATTACHMENT A
Prospectus
June 18, 2025
Xtrackers S&P 500 Diversified Sector Weight ETF
NASDAQ: SPXD
The Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
Table of Contents
Xtrackers S&P 500 Diversified
Sector Weight ETF
Investment Objective
1
Fees and Expenses
1
Principal Investment Strategies
1
Main Risks
3
Past Performance
7
Management
7
Purchase and Sale of Fund Shares
7
Tax Information
7
Payments to Broker-Dealers and
Other Financial Intermediaries
7
Fund Details
Additional Information About Fund Strategies,
Underlying Index Information and Risks
8
Other Policies and Risks
14
Who Manages and Oversees the Fund
15
Management
16
Investing in the Fund
Buying and Selling Shares
17
Creations and Redemptions
18
Dividends and Distributions
19
Taxes
19
Distribution
21
Premium/Discount Information
21
Financial Highlights
22
Appendix
23
Index Provider and License
23
Disclaimers
23
Your investment in the fund is not a bank deposit and is not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency, entity or person.
Xtrackers S&P 500 Diversified Sector Weight ETF
Ticker: SPXD
Stock Exchange: NASDAQ
Investment Objective
The fund seeks investment results that correspond generally to the performance, before fees and expenses, of the S&P 500 Diversified Sector Weight Index.
Fees and Expenses
These are the fees and expenses that you will pay when you buy, hold and sell shares. You may also pay other fees, such as brokerage commissions and other fees to financial intermediaries on the purchase and sale of shares of the fund, which are not reflected in the table and example below.
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of your investment)
Management fee
0.09
Other Expenses1
None
Total annual fund operating expenses
0.09
1Because the fund is new, “Other Expenses” are based on estimated amounts for the current fiscal year.
EXAMPLE
This Example is intended to help you compare the cost of investing in the fund with the cost of investing in other funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then sell all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund's operating expenses remain the same. The Example does not take into account brokerage commissions that you may pay on your purchases and sales of shares of the fund. It also does not include the transaction fees on purchases and redemptions of Creation Units (defined herein), because those fees will not be
imposed on retail investors. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year
3 Years
$9
$29
PORTFOLIO TURNOVER
The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may mean higher taxes if you are investing in a taxable account. These costs are not reflected in annual fund operating expenses or in the expense example, and can affect the fund’s performance.
Since the fund is newly offered, portfolio turnover information is not available.
Principal Investment Strategies
The fund, using a “passive” or indexing investment approach, seeks investment results that correspond generally to the performance, before fees and expenses, of the S&P 500 Diversified Sector Weight Index (“Underlying Index”). The Underlying Index is designed to track the performance of the constituent securities of the S&P 500 Index reweighted to mitigate concentration risk and address sector imbalances. The Underlying Index’s reweighting approach is intended to provide a return more representative of all the business opportunities inherent to the S&P 500, rather than a return tied principally to the business opportunities represented by the S&P 500’s largest constituent companies. The Underlying Index’s reweighting approach utilizes the Functional Information System (FIS®) framework developed by Syntax LLC (“Syntax”), a financial data and technology company that works directly with S&P Dow Jones Indices LLC, the provider of the Underlying Index (the “Index Provider”).
Underlying Index – Eligible Universe / Security Eligibility Criteria
Prospectus June 18, 2025
1
Xtrackers S&P 500 Diversified Sector Weight ETF
The Underlying Index’s eligible universe consists of all of the companies in the S&P 500 Index. To be eligible for inclusion in the Underlying Index, a company must have a Syntax FIS® revenue breakdown by Business Activity (as classified by Syntax). At each Underlying Index rebalancing, all of the S&P 500 constituent companies having such a revenue breakdown are included in the Underlying Index. As of May 31, 2025, all of the companies in the S&P 500 had a Syntax FIS® revenue breakdown by Business Activity.
Underlying Index – Weighting of Constituent Securities
As noted above, the Underlying Index’s constituent weighting process utilizes the Syntax FIS® framework. The Syntax FIS® framework classifies businesses, products, and associated activities and resources using standardized functional identifiers. Syntax uses these identifiers to tag and connect companies’ primary revenue-generating activities with their underlying business characteristics. This allows Syntax to group companies by shared functional attributes or by properties or relationships that respond similarly to market events, rather than only by their primary business segment. Simply stated, the Underlying Index, through its application of the Syntax FIS ® framework, assembles the S&P 500 constituent companies into groups that have shared business functions that can make them perform similarly when market events happen; i.e., groups of companies that share related business risks. The Underlying Index then weights these groups to spread exposure across the underlying risks, which generally results in more even weightings across constituent companies in the Underlying Index. In contrast, the S&P 500 Index weights its constituent companies solely on the basis of float-adjusted market capitalization (i.e., the largest companies have the largest weightings and the smallest companies have the smallest weightings), which may result in an overweighting of one or more outperforming constituent group or groups.
Underlying Index – Maintenance
The Underlying Index rebalances quarterly, effective at the close of the third Friday of March, June, September, and December. The fundamental data reference date is the last business day of February, May, August, and November, respectively. The reference date for weighting is the second Wednesday of the rebalancing month and changes are effective after the close of the following Friday using prices as of the reweighting reference date.
Except for corporate spin-offs, no additions are made to the Underlying Index between rebalancings. A corporate spin-off is added to the Underlying Index if the parent company is a constituent. A corporate spin-off remains in the Underlying Index only if it is in the Underlying Index’s eligible universe. It is then evaluated for continued Underlying Index inclusion at the subsequent rebalancing. Constituents that are removed from the S&P 500 are removed from the Underlying Index simultaneously.
The Fund’s Investment Strategy
The fund uses a full replication indexing strategy to seek to track the Underlying Index. As such, the fund invests directly in the component securities of the Underlying Index in substantially the same weightings in which they are represented in the Underlying Index. If it is not possible for the fund to acquire component securities due to limited availability or regulatory restrictions, the fund may use a representative sampling indexing strategy to seek to track the Underlying Index instead of a full replication indexing strategy. “Representative sampling” is an indexing strategy that involves investing in a representative sample of securities that collectively has an investment profile similar to the Underlying Index. The securities selected are expected to have, in the aggregate, investment characteristics (based on factors such as market capitalization and industry weightings), fundamental characteristics (such as return variability and yield), and liquidity measures similar to those of the Underlying Index. The fund may or may not hold all of the securities in the Underlying Index when using a representative sampling indexing strategy.
Under normal circumstances, the fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in component securities of the Underlying Index. The fund will concentrate its investments (i.e., hold 25% or more of its total assets) in a particular industry or group of industries to the extent that its Underlying Index is concentrated.
The fund is currently classified as “diversified” under the Investment Company Act of 1940 (“1940 Act”). However, the fund may become “non-diversified” under the 1940 Act solely as a result of a change in the relative market capitalization or index weighting of one or more constituents of the Underlying Index. Shareholder approval will not be sought when the fund crosses from diversified to non-diversified status under such circumstances.
As of May 31, 2025, the Underlying Index consisted of 50