Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-162195
Dated: November 12, 2010
Structured Solutions Snapshot |
3-Year Market Contribution Securities (MCS) linked to the Deutsche Bank Liquid Commodity Index – Mean ReversionTM Total Return |
| Investment Rationale & Positioning | Description & Return Profile |
■ Commodities is not a homogenous asset class and comprises four distinct sectors that have their unique fundamentals and follow their own business cycles that are uncorrelated to other commodity sectors. ■ The Index employs a relative value trading strategy that seeks to extract superior returns from the commodities markets. ■ The strategy allocates weight to 6 commodities using a non discretionary, rule based formula aimed at assigning higher weight to cheap commodities and lower weight to expensive commodities. | The Market Contribution Securities linked to the Deutsche Bank Liquid Commodity Index – Mean ReversionTM (DBLCI-MR) Total Return (the “Index”) offer clients: ■ A vehicle for expressing a moderately bullish view on the commodity markets, specifically the Index, over the next 3 years. ■ Full participation in the upside and downside performance of the Index, reduced by an Adjustment Factor of 2.00% each year the securities remain outstanding (applied at Maturity or upon Early Redemption). ■ Best-Case Scenario: Participation in any positive index return, net of the Adjustment Factor. The redemption amount of the securities is uncapped if the Index increases in value. ■ Worst-Case Scenario: Full downside risk; if the Index falls below its initial closing level, investors will participate dollar-for-dollar on the downside, in addition to the deduction of the Adjustment Factor. |
| Key Terms | |
| Issuer | Deutsche Bank AG, London Branch |
| Underlying | Deutsche Bank Liquid Commodity Index – Mean ReversionTM Total Return (Bloomberg: DBLCMMVL Index <GO>) |
| Subscription Period Closes | 9:00 AM New York Time December 3, 2010 |
| Maturity | 3 Years, subject to early redemption |
| Investment Currency | USD |
| Principal Protection | None |
| Participation | 100% in appreciation/depreciation of the Underlying less an Adjustment Factor |
| Investment Amount | $10,000 minimum with $1,000 increments thereafter |
| Early Redemption | Redemption prior to Maturity at the option of the investor, upon fourteen (14) calendar days notice, on December 19, 2011 and December 17, 2012 |
| Adjustment Factor | 2.00% annually; applied at Maturity or upon any Early Redemption. |
| Eligible Purchasers | N.A. |
| Selling Restrictions | Investors must be “Accredited Investors.” Employees of Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank Trust Company Delaware (“DBTC Delaware”) may not sell this product to individuals in Arizona, Florida, Illinois, Louisiana or Texas. Employees of Deutsche Bank National Trust Company(“DBNTC”) may not sell this product to individuals in Florida or Texas. Employees of Deutsche Bank Trust Company, National Association (“DBTCNA”) may not sell this product to individuals in Texas. Only employees of DBTCNA may sell this product to individuals in Florida. Employees of DBTCA, DBTC Delaware, DBTCNA and DBNTC may sell this product to accredited institutional purchasers in all states with the exception of Ohio. In Ohio, this product may not be sold by DBTCA, DBTC Delaware, DBTCNA an d DBNTC to institutional purchasers other than dealers registered in Ohio. Employees of Deutsche Bank Securities Inc. (“DBSI”) can sell the securities to residents in all 50 states. The securities may only be sold to Accredited Investors in accordance with local laws and regulations. |
| IRA, ERISA eligible? | No |
| Listing | The securities will not be listed on any securities exchange. Deutsche Bank Securities Inc. (“DBSI”) intends to offer to purchase the securities in the secondary market but is not required to do so. Purchases made by DBSI in the secondary market will be subject to an additional 0.35% fee. |
| Leverage | Please contact Lending for information regarding eligibility. |
| Fees | The securities will not be sold with an up-front commission or fee. However, we expect to pay a portion of the Adjustment Factor as a commission to brokerage firms, which may include Deutsche Bank Securities Inc., and their affiliates, whose clients purchase securities in this offering and who continue to hold their securities. For more detailed information about discounts and commissions, please see “Supplemental Underwriting Information (Conflicts of Interest)” in the accompanying term sheet no. 1003R. |
Deutsche Bank AG has filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this document relates. Before you invest, you should read the prospectus in that registration statement and the other documents relating to this offering that Deutsche Bank AG has filed with the SEC for more complete information about Deutsche Bank AG and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Deutsche Bank AG, any agent or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement, product supplement, underlying supplement, term sheet and this document if you so request by calling toll-free 1-800-311-4409.
| Benefits / Considerations | Retrospective and Historical Performance of the DBLCI-MRTM Total Return |
■ The DBLCI-MRTM Total Return Index became an investable index in February, 2003. Annualized returns from January 2000 through February 2003 were retrospectively calculated. Hypothetical and past performance is not indicative of future results. ■ Index levels are available daily on Bloomberg (DBLCMMVL Index <GO>) ■ Annual Adjustment Factor of 2.00%. A fee of 0.35% will be applied to purchases, if any, made by DBSI in the secondary market. ■ Tax Treatment: Under the intended tax treatment, investors should realize only capital gains or losses upon disposition (including Early Redemption) or at Maturity. For a more detailed description of the intended tax treatment of the securities, please read the related Term Sheet, Product Supplement and Prospectus Supplement. Deutsche Bank does not provide legal, tax or accounting advice. |  |
| Underlying |
The DBLCI-MRTM Total Return Index is composed of futures contracts on six commodities – crude oil, heating oil, aluminum, gold, wheat and corn. ■ Captures returns from two sources: spot return and roll yield. ■ Broad exposure to commodities as an asset class. ■ Frees the investor from the mechanics of futures trading (e.g., contract rolling and physical delivery). ■ Applies a mean reversion adjustment which reduces the weighting of expensive commodities while increasing the weighting of cheap commodities, according to a rule based mechanism. The weighting of each commodity in the Index depends on the deviation of the commodity’s price from its long-term average. If the short-term moving average of a commodity rises significantly above its long-term moving average, the weighting of such commodity in the Index will be reduced and vice versa. The Index is described in more detail in underlying supplement no. 2 |
| DBLCI-MR Allocation History | DBLCI-MRTM Total Return Index | |
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| Risks | Risks (continued) |
■ The securities are not principal protected, and therefore, investors may lose part or all of their initial investment. ■ The inclusion of an Adjustment Factor reduces the payment at Maturity or upon Early Redemption. ■ The DBLCI-MRTM Total Return Index has limited performance history. Publication of the DBLCI-MRTM Total Return Index began in February 2003 and historical or retrospectively-calculated performance of the DBLCI-MRTM Total Return Index should not be relied on to predict future performance. ■ Market prices of the commodities comprising the Index may fluctuate rapidly based on numerous factors, including but not limited to, changes in supply and demand relationships, weather, trends in agriculture and trade, fiscal, monetary and exchange control programs, domestic and foreign political and economic events and policies, disease, pestilence, technological developments and changes in interest rates. These factors may affect the values of the related contracts reflected in the Index and therefore the value of your securities in varying ways. ■ A commodity hedging disruption event could result in the early acceleration of the securities. We have the right (but not the obligation) to repurchase the securities prior to maturity if legal or regulatory restrictions prevent us from hedging our obligations under the securities. ■ An investment in the securities is subject to the credit of the Issuer. | ■ The payout on the securities is linked to the value of the DBLCI-MRTM Total Return Index on a specific valuation date. Therefore, a temporary decline in value around the date of Maturity or Early Redemption could greatly affect the holder's return. ■ A liquid secondary market for the securities is not guaranteed and may be limited. The Issuer may, but is not obligated to, purchase securities in the open market by tender or private agreement. ■ Potential conflicts of interest exist because the Issuer, the calculation agent for the securities and the sponsor of the DBLCI-MRTM Total Return Index and some of its components are the same legal entity. ■ For further risk considerations, please refer to accompanying term sheet no. 1003R, underlying supplement no. 2, product supplement R including, the section entitled “Risk Factors,” the prospectus supplement, and the prospectus. ■ Significant aspects of the U.S. federal income tax treatment of the securities are uncertain, and the Internal Revenue Service, or a court might not accept the tax consequences described in the accompanying term sheet no. 1003R. ■ We expect to pay a portion of the Adjustment Factor as a commission on a quarterly basis to brokerage firms, which may include DBSI, and their affiliates, whose clients purchase securities in this offering and who continue to hold their securities. We expect that the brokerage firm through which you hold your securities will pay a portion of these commissions to your broker. As a result of these arrangements, the brokerage firm through which you hold your securities and your broker may have economic interests that are different than yours. For more information about the payment of these commissions, see “Supplemental Underwriting In formation (Conflicts of Interest)” in the accompanying term sheet no. 1003R. |
| Important Information and Disclosures |
■ This snapshot does not contain all the terms and conditions relevant to the securities. This snapshot must be read in conjunction with the accompanying term sheet no. 1003R, prospectus supplement, prospectus, underlying supplement no. 2 and product supplement R. This snapshot does not purport to summarize all of the conditions, representations, warranties, and other provisions relevant to the securities.
■ We have sent you this document in our capacity as a potential counterparty acting at arm's length. We are not acting as your financial adviser or in a fiduciary capacity in respect of this proposed transaction or any other transaction with you unless otherwise expressly agreed by us in writing. Prospective investors should understand and discuss with their professional tax, legal, accounting and other advisors the effect of a transaction they may enter into.
■ Before entering into any transaction, you should take steps to ensure that you understand and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such transaction. You should also consider making such independent investigations as you consider necessary or appropriate for such purposes.
■ The past performance of securities, indices or other instruments referred to herein does not guarantee or predict future performance.
■ The securities involve risk, which may include interest rate, commodity, currency, credit, political, liquidity, time value, and market risk and are not suitable for all investors. For further risk considerations, please refer to the accompanying term sheet no. 1003R, prospectus supplement, prospectus, underlying supplement no. 2 and product supplement R, including the section entitled “Risk Factors”.
■ The securities are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other U.S. governmental agency.
■ We or our affiliates, or persons associated with us or such affiliates, may: maintain a long or short position in securities referred to herein, or in related futures or options, purchase or sell, make a market in, or engage in any other transaction involving such securities, and earn brokerage or other compensation.
■ “Deutsche Bank" means Deutsche Bank AG and its affiliated companies, as the context requires. Deutsche Bank Private Wealth Management refers to Deutsche Bank's wealth management activities for high-net-worth clients around the world. Deutsche Bank Alex. Brown is a division of Deutsche Bank Securities Inc.