FWP 1 dp13692_fwp-662db.htm FREE WRITING PROSPECTUS
 
 



                                                Issuer Free Writing Prospectus
                                                Filed pursuant to Rule 433
                                                Registration No. 333-137902
                                                Dated June 2, 2009

Private Wealth Management
Deutsche Bank

Structured Solutions snapshot 5-Year Market Contribution Securities (MCS) linked
         to the Deutsche Bank Liquid Alpha USD 5 Total Return(R) Index

                              Investment Rationale & Positioning

|X|  Alpha investment strategy, which aims to generate returns without regard to
     the direction of a pre-selected benchmark asset.

|X|  The Securities deliver returns based on a weighted combination of four
     alpha indices from four different asset classes (equities, commodities,
     currencies and rates) and cash.

|X|  The alpha indices and cash are combined in a quantitative portfolio
     allocation model which seeks a risk targeted, optimal exposure to each
     asset.

                          Description & Return Profile

The DB Liquid Alpha USD 5 Total Return(R) Index MCS offer clients:

|X|  A vehicle intended to generate globally-diversified, multi-asset class,
     uncorrelated absolute returns in a market-independent, non-directional and
     low volatility framework.

|X|  Full Participation in the upside and downside performance of the DB Liquid
     Alpha USD 5 Total Return(R) Index, reduced by an adjustment factor of 1.75%
     each year the Securities remain outstanding (applied at maturity or upon
     any early redemption).

|X|  Best-Case Scenario: Participation in any positive Index Return, net of the
     adjustment factor. The redemption amount of the MCS is uncapped if the
     Liquid Alpha Index increases in value.

|X|  Worst-Case Scenario: Full downside risk; if the Liquid Alpha Index falls
     below its initial closing level, investors will participate one-for-one on
     the downside.

Key Terms

Issuer                     Deutsche Bank AG, London Branch
-------------------------  -----------------------------------------------------
Underlying                 Deutsche Bank Liquid Alpha USD 5 Total Return(R)
                           Index (Bloomberg: DBLAUT5J Index )
-------------------------  -----------------------------------------------------
Subscription Period Close  9:00 AM New York Time June 29, 2009
-------------------------  -----------------------------------------------------
Maturity                   5 Years, subject to early redemption
-------------------------  -----------------------------------------------------
Investment Currency        USD
-------------------------  -----------------------------------------------------
Principal Protection       None
-------------------------  -----------------------------------------------------
Participation              100% in appreciation/depreciation of Underlying less
                           an Adjustment Factor
-------------------------  -----------------------------------------------------
Investment Amount          $1,000 minimum with $1,000 increments thereafter
-------------------------  -----------------------------------------------------
Early                      Redemption Redemption prior to maturity (i) at the
                           option of the issuer beginning one year after the
                           date of issuance or (ii) at the option of the
                           investor on a specified annual early redemption date.
-------------------------  -----------------------------------------------------
Adjustment                 Factor 1.75% annually; applied at maturity or upon
                           any early redemption.
-------------------------  -----------------------------------------------------
Eligible Purchasers        Available only to persons that are deemed to be
                           suitable investors
-------------------------  -----------------------------------------------------
Selling Restrictions       Employees of Deutsche Bank Trust Company Americas
                           cannot sell the Securities to residents of Arizona,
                           Hawaii, Illinois, Louisiana, North Dakota, Rhode
                           Island, South Carolina and Texas except in limited
                           circumstances. For Florida residents, all sales must
                           be effected by employees of Deutsche Bank Florida.
                           Employees of Deutsche Bank Securities Inc. can sell
                           the Securities to residents in all 50 states.
-------------------------  -----------------------------------------------------
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 0.50%-0.75% fee.
-------------------------  -----------------------------------------------------
Leverage                   Please contact Lending for information regarding
                           eligibility.
-------------------------  -----------------------------------------------------

                                    Benefits

|X|  Performance: The Liquid Alpha USD 5 Total Return(R) Index became an
     investable index in April, 2008. Annualized Issuer Free Writing Prospectus
     returns from January 1999 through April 2008 were retrospectively
     calculated. Hypothetical and past performance is not Filed pursuant to Rule
     433 indicative of future results. Registration No. 333-137902

|X|  Transparency: Index pricing is available daily on Bloomberg (DBLAUT5J
     Index) Dated June 2, 2009

|X|  Cost Efficiency: Annual adjustment factor of 1.75%. A fee of 0.50%-0.75%
     will be applied to purchases, if any, made by DBSI in the secondary market.

|X|  Tax Treatment: Under the intended tax treatment, investors should realize
     only capital gains or losses upon [GRAPHIC OMITTED][GRAPHIC OMITTED]
     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, Prospectus Supplement, Prospectus and
     Underlying Supplement. Deutsche Bank does not provide legal, tax or
     accounting advice.

Retrospective and Performance of the DB Liquid Alpha USD 5 Total Return(R) Index

                                [MISSING GRAPHIC]

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, underlying supplement, term
sheet and this document if you so request by calling toll-free 1-800-311-4409.

 
 

 
 



                                   Underlying

|X|  Liquid Alpha reflects the total return performance of a weighted
     combination of four proprietary alpha indices from four different asset
     classes and cash.

|X|  Equities: (S&P X-Alpha USD Total Return Strategy Index) seeks to generate
     alpha results by taking long positions in a series of Deutsche Bank
     proprietary regional indices and short positions in their respective equity
     benchmarks.

|X|  Commodities: (DB Commodity Harvest USD Total Return Index) takes a long
     position in an optimal yield commodity index and a short position in a
     commodity benchmark index.

|X|  Currencies: (DB Balanced Currency Harvest (USD-Funded) Index) takes long
     positions in high interest rate currencies and short positions in low
     interest rate currencies.

|X|  Rates: (DB Smart USD Index) seeks to extract alpha results from the
     difference between short-term and long-term interest rates (5 times
     leveraged).

|X|  Cash: (DB Fed Funds Total Return Index) reflects the overnight Fed Funds
     rate.


DB Liquid Alpha USD 5 Total Return(R) Index Allocation History and Constraints

                                [MISSING GRAPHIC]
                                [MISSING GRAPHIC]
                   Multi-Asset Alpha Index Dynamic Allocation

                                [MISSING GRAPHIC]

                                      Risks

|X|  The Securities are not principal protected, and therefore, investors may
     lose part or all of their initial investment.

|X|  The inclusion of an adjustment factor reduces the payment at maturity or
     upon early redemption.

|X|  The Liquid Alpha Index has very limited performance history. Publication of
     the Liquid Alpha Index began in April, 2008 and historical or
     retrospectively-calculated performance of the Liquid Alpha Index should not
     be relied on to predict future performance.

|X|  The issuer may redeem the Securities prior to maturity. Upon early
     redemption, the amount payable to investors may be significantly less than
     the original investment amount.

|X|  An investment in the securities is subject to the credit of the Issuer.

|X|  Significant aspects of the U.S. federal income tax treatment of the
     Securities are uncertain, and no assurance can be given that the Internal
     Revenue Service will accept, or a court will uphold, the tax consequences
     described in the accompanying Term Sheet No. 662.


                                Risks (continued)

|X|  The payout on the Securities is tied to the value of the Liquid Alpha 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.

|X|  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.

|X|  Potential conflicts of interest exist because the issuer, the calculation
     agent for the Securities and the sponsor of the Liquid Alpha Index and some
     of its components are the same legal entity.

|X|  For further risk considerations, please refer to the accompanying Term
     Sheet No. 662, Prospectus Supplement, Prospectus and Underlying Supplement
     No. 15/A2 including the section entitled "Risk Factors" in the accompanying
     term sheet.


                      Important Information and Disclosures

|X|  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. 662, Prospectus Supplement, Prospectus and Underlying
     Supplement No. 15/A2. This Snapshot does not purport to summarize all of
     the conditions, representations, warranties, and other provisions relevant
     to the Securities.

|X|  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.

|X|  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.

|X|  The past performance of securities, indices or other instruments referred
     to herein does not guarantee or predict future performance.

|X|  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. 662, Prospectus Supplement,
     Prospectus and Underlying Supplement No. 15/A2 including the section
     entitled "Risk Factors" in the accompanying term sheet.

|X|  The Securities are not insured by the Federal Deposit Insurance Corporation
     (FDIC) or any other U.S. governmental agency. The securities are not
     guaranteed under the Federal Deposit Insurance Corporation's Temporary
     Liquidity --- Guarantee Program.

|X|  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.

|X|  "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.