FWP 1 dp16836_fwp-828alpha.htm FORM FWP
 
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration Statement No. 333-162195
Dated: March 9, 2010
 
 
Structured Solutions Snapshot

3-Year Alpha Overlay Securities linked to the Deutsche Bank Fed Funds Total Return Index and the Deutsche Bank Equity Mean Reversion Alpha Index
 
 
Investment Rationale & Positioning
 
Description & Return Profile
 
 
n  The securities deliver returns based on the performance of the Deutsche Bank Fed Funds Total Return Index and the Deutsche Bank Equity Mean Reversion Alpha Index.
 
The Alpha Overlay Securities offer clients:
n  An efficient vehicle for expressing a bullish view on the Deutsche Bank Fed Funds Total Return Index and the Deutsche Bank Equity Mean Reversion Alpha Index.
n  Full Participation in one times the appreciation or depreciation of the Deutsche Bank Fed Funds Total Return Index and two times the appreciation or depreciation of the Deutsche Bank Equity Mean Reversion Alpha Index, reduced by the DB Emerald Adjustment Factor.
n  Best-Case Scenario: Participation in any positive return of the Basket Indices, net of the DB EMERALD Adjustment Factor. The redemption amount of the securities is uncapped if the Basket Indices increase in value.
n  Worst-Case Scenario: Full downside risk, and accelerated loss; if the Final Basket Level is less than the Initial Basket Level, investors will be fully exposed to any depreciation in the DB Feds Funds Index and two times any depreciation in DB EMERALD, reduced by the DB EMERALD Adjustment Factor. The maximum loss on an investment is 100%.

Key Terms
Issuer
Deutsche Bank AG London
Basket
The securities are linked to the performance of two indices, as set forth below (each a “Basket Index” and, collectively, the “Basket Indices”)
Deutsche Bank Fed Funds Total Return Index (“DB Fed Funds Index”, Bloomberg:  DBMMFED1)
Deutsche Bank Equity Mean Reversion Alpha Index (“DB EMERALD”, Bloomberg:  DBVEMR)
Subscription Period Closes
2:00 PM New York time, March 30, 2010
Maturity
3 Years
Investment Currency
USD
Principal Protection
None
Participation in Basket Indices:
One time participation in the DB Fed Funds Index
Two times participation in DB EMERALD (reduced by the DB EMERALD Adjustment Factor)
Min. Investment / Increments:
$1,000.00 / $1,000.00
DB Emerald Adjustment Factor:
2.75% annual reduction in the redemption amount (1.375% annual reduction of DB EMERALD Performance multiplied by 2). See accompanying term sheet no. 828 for further information.
Pricing and Liquidity:
Deutsche Bank may, but is not obliged to, at any time repurchase securities at any price (which may be greater or less than the then current redemption cash amount) in the open market or by tender or private agreement.
PWM Trailer:
100 bps p.a. (25 bps calculated on the closing level of DB EMERALD on the applicable Fee
Determination Date divided by the DB EMERALD Initial Reference Level beginning on June 1, 2010)
Selling Restrictions
Investors must be “accredited investors”. 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

 
DB Fed Funds Index
 
DB EMERALD
 
n  The DB Fed Funds Index is intended to measure the accrual of a deposit invested at the inter-bank overnight interest rate.
 
n  The deposit is compounded on a total return basis on every calendar day.
 
n  See accompanying term sheet no. 828 for a full description of the DB Fed Funds Index.
 
 
 
n  The Deutsche Bank Equity MEan Reversion ALpha inDex (“DB EMERALD”) tracks the performance of a strategy of buying daily volatility and selling weekly volatility with respect to the S&P 500® Index on a weekly rolling basis.
 
n  DB EMERALD was created by Deutsche Bank AG, the Index Sponsor, on October 12, 2009 and is calculated, maintained and published by the Index Sponsor. The closing level of DB EMERALD was set to 100 on March 16, 1998 (the “Index Base Date”). DB EMERALD is denominated in U.S. dollars.
 
n  See accompanying term sheet no. 828 for a full description of the DB EMERALD.
 
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, term sheet and this document if you so request by calling toll-free 1-800-311-4409.
 

 
 

 
 
 
*Publication of the DB Fed Funds Index and DB EMERALD began on October 15, 2007 and October 12, 2009, respectively. The historical performance data for each Basket Index in the graphs above prior to the respective inceptions dates for each Basket Index reflect a retrospective calculation of the levels of the Basket Indices using archived data and the current methodology of the respective Basket Indices. The historical levels of the Basket Indices should not be taken as an indication of future performance. We cannot give you assurance that the performance of the Basket Indices will result in the return of any portion of your initial investment.

 
Risks
 
Benefits
 
n  The securities are not principal protected, and therefore, the holder may lose some or all of the initial investment.
 
n  An investment in the securities is subject to the credit of the Issuer
 
n  Exposure to two times any negative DB EMERALD Performance.
 
n  Positive and/or negative performance of DB Emerald is reduced by the DB EMERALD Adjustment Factor. In addition, DB EMERALD contains embedded fees.
 
n  The payout on the securities is tied to the level of the Basket Indices on a specific date.  As such, a temporary decline around the date of maturity could greatly affect the holder's return.
 
n  A liquid secondary market for the securities is not guaranteed, and may be limited or may not exist. The Issuer may, but is not obliged to, purchase the securities at any price in the open market by tender or private agreement.
 
n  Various factors affect the value of the securities prior to maturity.
 
n  Investors should be willing and able to hold the securities to maturity
 
n  No statutory, judicial or administrative authority has directly addressed the characterization of the securities for tax purposes.
 
n  For further risk considerations, please see the accompanying term sheet no. 828.
 
n  Uncapped upside participation of one times the DB Fed Funds Index and two times DB EMERALD, reduced by the DB Emerald Adjustment Factor.
 
 
 
Structured Solutions Group
New York  212.454.4100
 
Will Bacas
Lance Chambers
Tim Foxe
James Philbin
Kirill Pronine
Michael Raphael
Jeff Sperling
 

Important Information and Disclosures
 
This product snapshot does not contain all the relevant terms and conditions. This snapshot must be read in conjunction with accompanying term sheet no. 828, the prospectus supplement and the prospectus. Full details of the terms and conditions, including risk factors and material tax considerations, associated with this instrument are described in the documents listed above, which should be read carefully before investing. Any terms used, but not defined, in this snapshot will have the meaning given to them in the accompanying term sheet no. 828.
 
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.
 
Market values may be affected by a number of factors including commodity values, interest rates, volatility, time to maturity, dividend yields and issuer credit ratings.  These factors are interrelated in complex ways, and as a result, the effect of any one factor may be offset or magnified by the effect of another factor.
 
Calculations of returns on instruments referred to herein may be linked to a referenced commodity or interest rate.  In such cases, the investments may not be suitable for persons unfamiliar with such commodity or interest rate, or unwilling or unable to bear the risks associated with the transaction. Products denominated in a currency other than the investor's home currency will be subject to changes in exchange rates, which may have an adverse effect on the value, price or income return of the products. These products may not be readily realizable investments and are not traded on any regulated market.  The securities referred to herein involve risk, which may include interest rate, commodity, currency, credit, political, liquidity, time value, commodity and market risk and are not suitable for all investors.
 
The securities are not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other U.S. governmental agency. These instruments are not insured by any statutory scheme or governmental agency of the United Kingdom. The distribution of this document and availability of these products and services in certain jurisdictions may be restricted by law.
 
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 does not provide accounting, tax or legal advice.
 
“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.