FWP 1 dp16059_fwp-791j.htm FORM FWP
 
 


DWS INVESTMENTS
STRUCTURED NOTES
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iShares(R) MSCI Emerging Markets Index Fund Linked Buffered Underlying Securities (BUyS)
           International Equities |X| Bullish |X| Fee-Based Accounts

Indicative Terms as of December 31, 2009

CUSIP:                        2515A0 WV 1

Issuer:                       Deutsche Bank AG, London Branch

Maturity / Tenor:             24 Months

Index Fund:                   iShares(R) MSCI Emerging Markets Index Fund
                              (Ticker: EEM)

Initial Level:                The closing level of the Index Fund on the Trade
                              Date

Final Level:                  The closing level of the Index Fund on the Final
                              Valuation Date multiplied by the Share Adjustment
                              Factor

Index Fund Return:            Final Level - Initial Level
                              ---------------------------
                                      Initial Level
                              (subject to the Index Fund Return Cap)

Participation Rate:           125.00% upside participation

Index Fund Return Cap:        19.00% - 24.00% (TBD on Trade Date)

Maximum Return:               23.75% - 30.00% (TBD on Trade Date)

Buffer Level:                 15.00% (First 15% depreciation of the Index Fund
                              is fully protected)

Payment at Maturity:          If the Final Level:

                              (a) is greater than or equal to the Initial
                              Level, a cash payment per $1,000 Face Amount of
                              the BUyS equal to the Index Fund Return, which is
                              subject to the Index Fund Return Cap, multiplied
                              by the Participation Rate. Accordingly, subject
                              to the Maximum Return, the Payment at Maturity
                              will be: $1,000 + ($1,000 x Index Fund Return x
                              Participation Rate); OR

                              (b) is less than the Initial Level, and such
                              decline is equal to or less than the Buffer
                              Level, the Payment at Maturity will be $1,000; OR

                              (c) is less than the Initial Level, and such
                              decline is greater than the Buffer Level, the
                              Payment at Maturity will be:

                              $1,000 + [$1,000 x (Index Fund Return + Buffer
                              Level)].


Share Adjustment Factor:      Initially 1.0, subject to adjustment for
                              anti-dilution events.

Discounts and Commissions:    The BUyS will initially be distributed through
                              Deutsche Bank Securities Inc. ("DBSI"), its
                              affiliates and/or certain other affiliated or
                              unaffiliated brokers (collectively, the
                              "Brokers"). DBSI will receive a selling
                              concession of up to 1.30% or $13.00 per $1,000
                              face amount. DBSI may pay referral fees to other
                              Brokers of up to 0.50% or $5.00 per $1,000 face
                              amount and may additionally pay fees of up to
                              0.80% or $8.00 per $1,000 face amount to certain
                              other Brokers. Deutsche Bank AG will reimburse
                              DBSI for such fees. DBSI, the agent for this
                              offering, is our affiliate. For more information
                              see "Supplemental Underwriting Information
                              (Conflicts of Interest)" in term sheet No. 791J.

Agent:                        Deutsche Bank Securities Inc.


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                        Best Case Scenario at Maturity
-------------------------------------------------------------------------------
If the Index Fund Return is positive, investors will receive 125.00% of the
performance of the Index Fund Return at maturity, subject to an Index Fund
Return Cap of between 19.00% and 24.00% (TBD on Trade Date) for a
Maximum Return of between 23.75% and 30.00% (TBD on Trade Date).
-------------------------------------------------------------------------------
                        Worst Case Scenario at Maturity
-------------------------------------------------------------------------------
If the Final Level is less than the Initial Level by more than the Buffer Level,
an investment in the BUyS will decline by 1.00% for every 1.00% decline in
the Index Fund beyond the Buffer Level. Subject to the credit of the Issuer,
the maximum loss at maturity on an investment is 85.00%.
-------------------------------------------------------------------------------
                                   Benefits
-------------------------------------------------------------------------------
o    International equity exposure with principal protection for first 15.00%
     of any depreciation and upside leverage, subject to the Index Fund Return
     Cap
o    125.00% of any positive Index Fund Return up to the Index Fund Return Cap
o    The BUyS will outperform the Index Fund at maturity if the Final Level is
     below the Initial Level
-------------------------------------------------------------------------------
                                     Risks
-------------------------------------------------------------------------------
o    Because the BUyS do not offer full principal protection of your initial
     investment and the return of the BUyS is linked to the performance of the
     Index Fund, you may lose up to 85.00% of your initial investment
o    Return on the BUyS is limited by the Index Fund Return Cap, and you will
     not benefit from any appreciation of the Index Fund beyond the Index Fund
     Return Cap
o    Return on the BUyS is linked to the value of the Index Fund without taking
     into consideration the value of dividends paid on the component stocks of
     the Index Fund
o    An investment in the BUyS is subject to the credit of the Issuer
-------------------------------------------------------------------------------
                                Important Dates
-------------------------------------------------------------------------------
Offering Period: ......................... December 31, 2009 - January 26, 2010
Trade Date: .................................................. January 26, 2010
Settlement Date: ............................................. January 29, 2010
Final Valuation Date:......................................... January 26, 2012
Maturity Date: ....................................January 31, 2012 (24 Months)
-------------------------------------------------------------------------------
                     NOT FDIC / NCUA INSURED OR GUARANTEED
                      MAY LOSE VALUE * NO BANK GUARANTEE
                                 NOT A DEPOSIT
                NOT INSURED BY ANY FEDERAL GOVERNMENTAL AGENCY

                                                 ISSUER FREE WRITING PROSPECTUS
                                                     Filed Pursuant to Rule 433
                                          Registration Statement No. 333-162195
                                       Dated December 31, 2009 R-6034-1 (08/08)
 
 

Capped BUyS Fact Sheet
DWS Structured Products
 
Return Scenarios at Maturity
(Assumes a Buffer Level of 15.00%, a Participation Rate of 125.00%, an Index Fund Return Cap of 21.50%, and Maximum Return of 26.875%)
 Change in lndex Fund (%)
Index Fund Return (%)
BUyS Return (%)
Payment at Maturity (per $1,000 invested)
30.00%
 21.50%
    26.875%
$1,268.75
 21.50%
 21.50%
    26.875%
$1,268.75
 10.00%
 10.00%
  12.50%
$1,125.00
   5.00%
   5.00%
   6.25%
$1,062.50
   0.00%
   0.00%
    0.00%
$1,000.00
-5.00%
-5.00%
    0.00%
$1,000.00
-10.00%
-10.00%
    0.00%
$1,000.00
-15.00%
-15.00%
    0.00%
$1,000.00
-20.00%
-20.00%
   -5.00%
   $950.00
-30.00%
-30.00%
 -15.00%
   $850.00
This hypothetical scenario analysis does not reflect advisory fees, brokerage or other commissions, or any other expenses that an investor may incur in connection with the BUyS.  No representation is made that any trading strategy or account will, or is likely to, achieve similar returns to those shown above. Hypothetical results are neither an indicator nor guarantee of future returns. Actual results will vary, perhaps materially, from this analysis. The numbers appearing in the above table have been rounded for ease of analysis.
Selected Risk Factors
 
YOUR INVESTMENT IN THE BUyS MAY RESULT IN A LOSS – The BUyS do not guarantee any return of your initial investment in excess of $150 per $1,000 face amount. The return on the BUyS at maturity is linked to the performance of the Index Fund and will depend on whether, and the extent to which, the Index Fund performance is positive or negative.
 
THE RETURN ON YOUR BUyS IS LIMITED BY THE INDEX FUND RETURN CAP – The Index Fund Return cannot exceed the Index Fund Return Cap of between 19.00% and 24.00% (to be determined on the Trade Date) and your payment at maturity is limited to a maximum payment of between $1,237.50 and $1,300.00 (to be determined on the Trade Date) for each $1,000 face amount of the BUyS you hold, regardless of any increase in the Index Fund beyond the Index Fund Return Cap.
 
CERTAIN BUILT-IN COSTS ARE LIKELY TO ADVERSELY AFFECT THE VALUE OF THE BUyS PRIOR TO MATURITY – Certain built-in costs, such as our estimated cost of hedging, are likely to adversely affect the value of the BUyS prior to maturity. You should be willing and able to hold your BUyS to maturity.
 
NO PERIODIC COUPON OR DIVIDEND PAYMENTS OR VOTING RIGHTS  You will not receive periodic coupon payments on the BUyS or have voting rights or rights to receive cash dividends or other distributions with respect to the component stock of the Index Fund.
 
OUR RESEARCH, OPINIONS OR RECOMMENDATIONS COULD AFFECT THE LEVEL OF THE INDEX FUND OR THE MARKET VALUE OF THE BUyS – We and our affiliates and agents may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the BUyS, which could affect the level of the Index Fund or the value of the BUyS.
 
POTENTIAL CONFLICTS – Because we and our affiliates play a variety of roles in connection with the issuance of the BUyS, including acting as calculation agent and hedging our obligations under the BUyS, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the BUyS.
 
MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE BUyS – In addition to the level of the Index Fund on any day, the value of the BUyS will be affected by a number of complex and interrelated economic and market factors that may either offset or magnify each other.
 
NON-U.S. SECURITIES MARKETS RISKS The stocks included in the Index Fund are issued by foreign companies in foreign securities. These stocks may be more volatile than domestic stocks and may be subject to different political, market, economic, exchange rate, regulatory and other risks.
 
CURRENCY MARKETS MAY BE HIGHLY VOLATILE The BUyS are subject to currency exchange risk through their exposure to the performance of the iShares® MSCI Emerging Markets Index Fund, which measures the performance of foreign stocks and are denominated in U.S. dollars. Currency markets may be highly volatile, particularly in relation to emerging or developing nations’ currencies, and, in certain market conditions, also in relation to developed nations’ currencies.
 
 
 
COUNTERPARTY RISK – The payment of amounts owed to you under the BUyS is subject to the Issuer’s ability to pay. Consequently, you are subject to counterparty risk and are susceptible to risks relating to the creditworthiness of Deutsche Bank AG.
 
LACK OF LIQUIDITY – There may be little or no secondary market for the BUyS. The BUyS will not be listed on any securities exchange.
 
THE ANTI-DILUTION PROTECTION IS LIMITED — The calculation agent will make adjustments to the Share Adjustment Factor, which will initially be set at 1.0, for certain events affecting the shares of the Index Fund. The calculation agent is not required, however, to make such adjustments in response to all events that could affect the shares of the Index Fund. If an event occurs that does not require the calculation agent to make an adjustment, the value of the BUyS may be materially and adversely affected. See “Anti-Dilution Adjustments” in the accompanying term sheet.
 
THE U.S. TAX CONSEQUENCES OF AN INVESTMENT IN THE BUyS ARE UNCLEAR – Significant aspects of the U.S. federal income tax treatment of the BUyS are uncertain, and the Internal Revenue Service or a court might not agree with the tax consequences described in the accompanying term sheet.
 
See "Selected Risk Considerations" in the accompanying term sheet and "Risk Factors" in the accompanying product supplement for additional information.
 
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 fact sheet relates. Before you invest, you should read the prospectus in that registration statement and the other documents including term sheet No. 791J  and the product supplement 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, term sheet No. 791J and this fact sheet if you so request by calling toll-free 1-800-311-4409.
 
You may revoke your offer to purchase the BUyS at any time prior to the time at which we accept such offer by notifying the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase, the BUyS prior to their issuance. We will notify you in the event of any changes to the terms of the BUyS, and you will be asked to accept such changes in connection with your purchase of any BUyS. You may also choose to reject such changes, in which case we may reject your offer to purchase the BUyS.


                 DWS Structured Products    1.866.637.9185    www.dws-sp.com