Pricing
Supplement No
.
2892B/A
†
To underlying supplement No
.
1 dated August 17
,
2015
,
product supplement B
dated July 31
,
2015
,
prospectus supplement
dated July 31
,
2015 and
prospectus dated April
27
,
2016
|
Registration
Statement No
.
333–206013
Rule
424
(
b
)(
2
)
|
Deutsche Bank AG
$6
,
946
,
000 Autocallable
Securities Linked to the Lesser Performing of the iShares
®
MSCI EAFE ETF and the Russell 2000
®
Index due February 14
,
2019
General
|
·
|
The
securities are designed for investors who seek a return at maturity linked to the lesser
performing of the iShares
®
MSCI EAFE ETF (the “
Fund
”)
and the Russell 2000
®
Index (the “
Index
,” and each
of the Fund and the Index, an “
Underlying
”). In addition, the securities
will pay Coupons on a quarterly basis at a rate of 5.30% per annum.
|
|
·
|
If
the Closing Levels of
both
Underlyings on any quarterly Observation Date are greater
than or equal to their respective Initial Levels, the securities will be automatically
called and investors will receive on the applicable Call Settlement Date a cash payment
per $1,000 Face Amount of securities equal to the Face Amount
plus
the Coupon
otherwise due on such date. The securities will cease to be outstanding following an
Automatic Call and no Coupon will accrue or be payable following the Call Settlement
Date.
|
|
·
|
If
the securities are not automatically called and the Final Level of the
lesser performing
Underlying, which we refer to as the “
Laggard Underlying
,” is
greater than or equal to its Buffer Level (equal to 80.00% of its Initial Level), investors
will receive at maturity a cash payment per $1,000 Face Amount of securities equal to
the Face Amount
plus
the Coupon otherwise due on such date. However, if the securities
are not automatically called and the Final Level of the Laggard Underlying is less than
its Buffer Level, for each $1,000 Face Amount of securities, while investors will still
receive the Coupon otherwise due on such date, investors will lose 1.25% of the Face
Amount for every 1.00% by which the Final Level of the Laggard Underlying is less than
its Initial Level by an amount greater than the Buffer Amount of 20.00%. The securities
do not pay dividends and investors should be willing to lose some or all of their initial
investment if the securities are not automatically called and the Final Level of
either
Underlying is less than its Buffer Level. Any payment on the securities is subject
to the credit of the Issuer.
|
|
·
|
The
first Observation Date, and therefore the earliest date on which an Automatic Call may
be initiated, is November 13, 2017.
|
|
·
|
Senior
unsecured obligations of Deutsche Bank AG due February 14, 2019
|
|
·
|
Minimum
purchase of $1,000. Minimum denominations of $1,000 (the “
Face Amount
”)
and integral multiples thereof.
|
|
·
|
The
securities priced on August 11, 2017 (the “
Trade Date
”) and are expected
to settle on August 16, 2017 (the “
Settlement Date
”).
|
Key Terms
Issuer:
|
Deutsche
Bank AG, London Branch
|
|
Issue
Price:
|
100%
of the Face Amount
|
|
|
|
|
Underlyings:
|
Underlying
|
Ticker
Symbol
|
Initial
Level
|
Buffer
Level
|
|
iShares
®
MSCI EAFE ETF
|
EFA
|
$66.07
|
$52.86
|
|
Russell
2000
®
Index
|
RTY
|
1,372.544
|
1,098.035
|
|
|
|
|
|
|
Coupon:
|
The securities
will pay Coupons in arrears on the quarterly Coupon Payment Dates in 6 equal installments based on the Coupon rate of 5.30%
per annum. Each installment will equal $13.25 per $1,000 Face Amount of securities. No Coupon will accrue or be payable following
an automatic call.
|
|
|
|
(
Key
Terms continued on next page
)
|
|
†
|
This amended and restated pricing supplement amends and restates pricing supplement No
.
2892B in its entirety
.
We refer to this amended and restated pricing supplement as
“
pricing supplement
.”
|
Investing
in the securities involves a number of risks
.
See
“
Risk Factors
”
beginning on page 7 of the accompanying
product supplement
,
page PS
–
5 of the accompanying prospectus supplement and page 13 of the accompanying prospectus
and
“
Selected Risk Considerations
”
beginning on page PS
–
11 of this pricing supplement
.
The Issuer
’
s
estimated value of the securities on the Trade Date is $990
.
50 per $1
,
000 Face Amount of securities
,
which
is less than the Issue Price
.
Please see
“
Issuer
’
s Estimated Value of the Securities
”
on page PS
–
3 of this pricing supplement for additional information
.
By acquiring
the securities
,
you will be bound by and deemed irrevocably to consent to the imposition of any Resolution Measure
(
as
defined below
)
by the competent resolution authority
,
which may include the write down of all
,
or a portion
,
of any payment on the securities or the conversion of the securities into ordinary shares or other instruments of ownership
.
If any Resolution Measure becomes applicable to us
,
you may lose some or all of your investment in the securities
.
Please see
“
Resolution Measures and Deemed Agreement
”
on page PS
–
4 of this pricing supplement
for more information
.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed
upon the accuracy or the adequacy of this pricing supplement or the accompanying underlying supplement, product supplement, prospectus
supplement or prospectus. Any representation to the contrary is a criminal offense.
|
Price
to Public
|
Discounts
and Commissions
(1)
|
Proceeds
to Us
|
Per
Security
|
$1,000.00
|
$0.50
|
$999.50
|
Total
|
$6,946,000.00
|
$3,473.00
|
$6,942,527.00
|
|
(1)
|
For
more detailed information about discounts and commissions, please see “Supplemental
Plan of Distribution (Conflicts of Interest)” in this pricing supplement. The securities
will be sold with varying underwriting discounts and commissions of $0.50 per $1,000
Face Amount of securities.
|
The
agent for this offering is our affiliate. For more information, please see “Supplemental Plan of Distribution (Conflicts
of Interest)” in this pricing supplement.
The
securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other U
.
S
.
or foreign governmental agency or instrumentality
.
August
11, 2017
|
(
Key
Terms continued from previous page
)
|
|
|
Coupon Payment Dates
1
:
|
Quarterly,
on the dates set forth in the table under “Call Settlement Date” below. If the securities are automatically called
prior to the Final Valuation Date, the applicable Coupon will be paid on the corresponding Call Settlement Date and no further
amounts will be paid on the securities.
|
Automatic Call:
|
The securities
will be automatically called by the Issuer if, on any of the Observation Dates, the Closing Levels of
both
Underlyings
are greater than or equal to their respective Initial Levels. If the securities are automatically called, you will receive
a cash payment per $1,000 Face Amount of securities on the related Call Settlement Date equal to the Face Amount
plus
the Coupon otherwise due on such date. The securities will cease to be outstanding following an Automatic Call and no Coupon
will accrue or be payable following the Call Settlement Date.
|
Observation Dates
2
:
|
Quarterly,
on the dates set forth in the table under “Call Settlement Date” below.
|
Call Settlement Date
2
:
|
As set
forth in the table below. For the final Observation Date, the Call Settlement Date will be the Maturity Date.
|
|
Observation
Date
|
Call
Settlement Date / Coupon Payment Date
|
|
November 13, 2017
|
November 16, 2017
|
|
February 12, 2018
|
February 15, 2018
|
|
May 11, 2018
|
May 16, 2018
|
|
August 13, 2018
|
August 16, 2018
|
|
November 12, 2018
|
November 15, 2018
|
|
February
11, 2019
(
Final
Valuation Date
)
|
February
14, 2019
(
Maturity
Date
)
|
|
|
|
Payment at Maturity:
|
If
the securities are not automatically called, you will receive a cash payment at maturity (excluding any Coupon payment) that will
depend
solely
on the Final Level of the Laggard Underlying, calculated as follows:
|
|
|
|
·
If
the Final Level of the Laggard Underlying is
greater than
or
equal to
its Buffer Level
, you will receive a cash
payment at maturity equal to the Face Amount per $1,000 Face Amount of securities.
|
|
|
|
·
If
the Final Level of the Laggard Underlying is
less than
its Buffer Level
, you will receive a cash payment at maturity
per $1,000 Face Amount of securities calculated as follows:
|
|
|
|
$1,000
+ [$1,000 x (Underlying Return of the Laggard Underlying + Buffer Amount) x Downside Participation Factor]
|
|
|
|
If
the securities are not automatically called and the Final Level of the Laggard Underlying is less than its Buffer Level
,
for
each $1
,
000 Face Amount of securities
,
you will lose 1
.
25% of the Face Amount for every 1
.
00% by which
the Final Level of the Laggard Underlying is less than its Initial Level by an amount greater than the Buffer Amount
.
In
this circumstance
,
you will lose some or all of your initial investment at maturity
.
Any payment at maturity is
subject to the credit of the Issuer
.
|
|
|
Laggard Underlying:
|
The
Underlying with the lower Underlying Return on the Final Valuation Date. If the calculation agent determines that the two Underlyings
have equal Underlying Returns, then the calculation agent will, in its sole discretion, designate either of the Underlyings as
the Laggard Underlying.
|
Downside Participation Factor:
|
125.00%
|
Buffer Level:
|
For each
Underlying, 80.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
|
Buffer Amount:
|
20.00%
|
Underlying Return:
|
For each
Underlying, the performance of such Underlying from its Initial Level to its Final Level, calculated as follows:
|
|
Final
Level – Initial Level
|
|
Initial
Level
|
|
The
Underlying Return for each Underlying may be positive
,
zero or negative
.
|
Initial Level:
|
For each
Underlying, the Closing Level of such Underlying on August 10, 2017, as set forth in the table under “Underlyings”
above.
The Initial Level for each Underlying is
not
the Closing Level of such Underlying on the Trade Date
.
|
Final Level:
|
For each
Underlying, the Closing Level of such Underlying on the Final Valuation Date
|
Closing Level:
|
For
the Fund, the closing price of one share of the Fund on the relevant date of calculation
multiplied by
the then-current
Share Adjustment Factor, as determined by the calculation agent.
For
the Index, the closing level of the Index on the relevant date of calculation.
|
Share Adjustment Factor:
|
Initially
1.0, subject to adjustment for certain actions affecting the Fund. See “Description of Securities — Anti-Dilution
Adjustments for Funds” in the accompanying product supplement.
|
Trade Date:
|
August
11, 2017
|
Settlement Date:
|
August
16, 2017
|
Final Valuation Date
2
:
|
February
11, 2019
|
Maturity Date
2
:
|
February
14, 2019
|
Listing:
|
The securities
will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MDB4
/ US25155MDB46
|
|
1
|
Subject
to adjustment as described under “Description of Securities — Periodic and
Contingent Coupons” in the accompanying product supplement.
|
|
2
|
Subject
to adjustment as described under “Description of Securities — Adjustments
to Valuation Dates and Payment Dates” in the accompanying product supplement. If
an Observation Date is postponed, the related Call Settlement Date will be postponed
as described under “Description of Securities — Adjustments to Valuation
Dates and Payment Dates” in the accompanying product supplement.
|
Issuer
’
s Estimated Value
of the Securities
The Issuer’s estimated value of the
securities is equal to the sum of our valuations of the following two components of the securities: (i) a bond and (ii) an embedded
derivative(s). The value of the bond component of the securities is calculated based on the present value of the stream of cash
payments associated with a conventional bond with a principal amount equal to the Face Amount of securities, discounted at an internal
funding rate, which is determined primarily based on our market-based yield curve, adjusted to account for our funding needs and
objectives for the period matching the term of the securities. The internal funding rate is typically lower than the rate we would
pay when we issue conventional debt securities on equivalent terms. This difference in funding rate, as well as the agent’s
commissions, if any, and the estimated cost of hedging our obligations under the securities, reduces the economic terms of the
securities to you and is expected to adversely affect the price at which you may be able to sell the securities in any secondary
market. The value of the embedded derivative(s) is calculated based on our internal pricing models using relevant parameter inputs
such as expected interest and dividend rates and mid-market levels of price and volatility of the assets underlying the securities
or any futures, options or swaps related to such underlying assets. Our internal pricing models are proprietary and rely in part
on certain assumptions about future events, which may prove to be incorrect.
The Issuer’s estimated value of the
securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the securities.
The difference between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date is due to the
inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations under the securities
through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost of providing such
hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent in providing
such hedge.
The Issuer’s estimated value of the
securities on the Trade Date does not represent the price at which we or any of our affiliates would be willing to purchase your
securities in the secondary market at any time. Assuming no changes in market conditions or our creditworthiness and other relevant
factors, the price, if any, at which we or our affiliates would be willing to purchase the securities from you in secondary market
transactions, if at all, would generally be lower than both the Issue Price and the Issuer’s estimated value of the securities
on the Trade Date. Our purchase price, if any, in secondary market transactions will be based on the estimated value of the securities
determined by reference to (i) the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure
of our cost of funds and (ii) our pricing models at that time, less a bid spread determined after taking into account the size
of the repurchase, the nature of the assets underlying the securities and then-prevailing market conditions. The price we report
to financial reporting services and to distributors of our securities for use on customer account statements would generally be
determined on the same basis. However, during the period of approximately three months beginning from the Trade Date, we or our
affiliates may, in our sole discretion, increase the purchase price determined as described above by an amount equal to the declining
differential between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date, prorated over
such period on a straight-line basis, for transactions that are individually and in the aggregate of the expected size for ordinary
secondary market repurchases.
Resolution Measures and Deemed Agreement
On May 15, 2014, the European Parliament
and the Council of the European Union adopted a directive establishing a framework for the recovery and resolution of credit institutions
and investment firms (commonly referred to as the “
Bank Recovery and Resolution Directive
”). The Bank Recovery
and Resolution Directive required each member state of the European Union to adopt and publish by December 31, 2014 the laws, regulations
and administrative provisions necessary to comply with the Bank Recovery and Resolution Directive. Germany adopted the Recovery
and Resolution Act (
Sanierungs- und Abwicklungsgesetz
, or the “
Resolution Act
”), which became effective
on January 1, 2015. The Bank Recovery and Resolution Directive and the Resolution Act provided national resolution authorities
with a set of resolution powers to intervene in the event that a bank is failing or likely to fail and certain other conditions
are met. From January 1, 2016, the power to initiate resolution measures applicable to significant banking groups (such as Deutsche
Bank Group) in the European Banking Union has been transferred to the European Single Resolution Board which, based on the European
Union regulation establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment
firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund (the “
SRM Regulation
”),
works in close cooperation with the European Central Bank, the European Commission and the national resolution authorities. Pursuant
to the SRM Regulation, the Resolution Act and other applicable rules and regulations, the securities may be subject to any Resolution
Measure by the competent resolution authority if we become, or are deemed by the competent supervisory authority to have become,
“non-viable” (as defined under the then applicable law) and are unable to continue our regulated banking activities
without a Resolution Measure becoming applicable to us. By acquiring the securities, you will be bound by and deemed irrevocably
to consent to the provisions set forth in the accompanying prospectus, which we have summarized below.
By acquiring the securities, you will be
bound by and deemed irrevocably to consent to the imposition of any Resolution Measure by the competent resolution authority. Under
the relevant resolution laws and regulations as applicable to us from time to time, the securities may be subject to the powers
exercised by the competent resolution authority to: (i) write down, including to zero, any payment (or delivery obligations) on
the securities; (ii) convert the securities into ordinary shares of (a) the Issuer, (b) any group entity or (c) any bridge bank
or other instruments of ownership of such entities qualifying as common equity tier 1 capital; and/or (iii) apply any other resolution
measure including, but not limited to, any transfer of the securities to another entity, the amendment, modification or variation
of the terms and conditions of the securities or the cancellation of the securities. We refer to each of these measures as a “
Resolution
Measure
.” A “group entity” refers to an entity that is included in the corporate group subject to a Resolution
Measure. A “bridge bank” refers to a newly chartered German bank that would receive some or all of our assets, liabilities
and material contracts, including those attributable to our branches and subsidiaries, in a resolution proceeding.
Furthermore, by acquiring the securities,
you:
|
·
|
are deemed irrevocably to have agreed,
and you will agree: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment, modification or
variation of the terms and conditions of the securities to give effect to any Resolution Measure; (ii) that you will have no claim
or other right against us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution Measure will not
constitute a default or an event of default under the securities, under the senior indenture dated November 22, 2006 among us,
Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as issuing agent, paying agent,
authenticating agent and registrar, as amended and supplemented from time to time (the “
Indenture
”), or for
the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended (the “
Trust
Indenture Act
”);
|
|
·
|
waive, to the fullest extent permitted
by the Trust Indenture Act and applicable law, any and all claims against the trustee and the paying agent, the issuing agent and
the registrar (each, an “
indenture agent
”) for, agree not to initiate a suit against the trustee or the indenture
agents in respect of, and agree that the trustee and the indenture agents will not be liable for, any action that the trustee or
the indenture agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution Measure by
the competent resolution authority with respect to the securities; and
|
|
·
|
will be deemed irrevocably to have: (i)
consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by the competent resolution
authority of its decision to exercise such power with respect to the securities; (ii) authorized, directed and requested The Depository
Trust Company (“
DTC
”) and any direct participant in DTC or other intermediary through which you hold such securities
to take any and all necessary action, if required, to implement the imposition of any Resolution Measure with respect to the securities
as it may be imposed, without any further action or direction on your part or on the part of the trustee or the indenture agents;
and (iii) acknowledged and accepted that the Resolution Measure provisions described herein and in the “Resolution Measures”
section of the accompanying prospectus are exhaustive on the matters described herein and therein to the exclusion of any other
agreements, arrangements or understandings between you and the Issuer relating to the terms and conditions of the securities.
|
This is only a summary
,
for more
information please see the accompanying prospectus dated April 27
,
2016
,
including the risk factors beginning on
page 13 of such prospectus
.
Additional Terms Specific to the Securities
You should read this pricing supplement
together with underlying supplement No. 1 dated August 17, 2015, product supplement B dated July 31, 2015, the prospectus supplement
dated July 31, 2015 relating to our Series A global notes of which these securities are a part and the prospectus dated April 27,
2016. Delaware Trust Company, which acquired the corporate trust business of Law Debenture Trust Company of New York, is the successor
trustee of the securities. When you read the accompanying underlying supplement, product supplement and prospectus supplement,
please note that all references in such supplements to the prospectus dated July 31, 2015, or to any sections therein, should refer
instead to the accompanying prospectus dated April 27, 2016 or to the corresponding sections of such prospectus, as applicable,
unless otherwise specified or the context otherwise requires. You may access these documents on the website of the Securities and
Exchange Commission (the “
SEC
”) at
.
www.sec.gov as follows (or if such address
has changed, by reviewing our filings for the relevant date on the SEC website):
|
·
|
Underlying supplement No. 1 dated August
17, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006546/crt_dp58829-424b2.pdf
|
·
|
Product supplement B dated July 31, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
|
·
|
Prospectus supplement dated July 31, 2015:
|
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
|
·
|
Prospectus dated April 27, 2016:
|
http://www.sec.gov/Archives/edgar/data/1159508/000119312516559607/d181910d424b21.pdf
Our Central Index Key, or CIK, on the SEC
website is 0001159508. As used in this pricing supplement, “
we
,” “
us
” or “
our
”
refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.
This pricing supplement, together with the
documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements
as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other
things, the matters set forth in this pricing supplement and in “Risk Factors” in the accompanying product supplement,
prospectus supplement and prospectus, as the securities involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisers before deciding to invest in the securities.
You may revoke your offer to purchase
the securities 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 securities prior to their issuance
.
We
will notify you in the event of any changes to the terms of the securities and you will be asked to accept such changes in connection
with your purchase of any securities
.
You may choose to reject such changes
,
in which case we may reject your offer
to purchase the securities
.
Hypothetical Examples
The
tables and hypothetical examples set forth below are for illustrative purposes only. The actual returns applicable to a purchaser
of the securities will be determined on the relevant Observation Date or on the Final Valuation Date, as applicable
.
The
following results are based
solely
on the hypothetical examples cited below. You should consider carefully whether the securities
are suitable to your investment goals. The numbers appearing in the tables and hypothetical examples below may have been rounded
for ease of analysis and it has been assumed that no event affecting the Fund has occurred during the term of the securities that
would cause the calculation agent to adjust the Share Adjustment Factor.
If
the securities
are
called
:
The
following table illustrates the payment due upon an Automatic Call (excluding any Coupon payment) per $1,000 Face Amount of securities
on each of the Observation Dates.
Observation Date
|
Call Settlement Date
|
Payment upon an Automatic Call
(per $1,000 Face Amount of securities)
|
November 13, 2017
|
November 16, 2017
|
$1,000.00
|
February 12, 2018
|
February 15, 2018
|
$1,000.00
|
May 11, 2018
|
May 16, 2018
|
$1,000.00
|
August 13, 2018
|
August 16, 2018
|
$1,000.00
|
November 12, 2018
|
November 15, 2018
|
$1,000.00
|
February 11, 2019
(
Final Valuation Date
)
|
February 14, 2019
(
Maturity Date
)
|
$1,000.00
|
If
the securities are called on an Observation Date, the investor will receive a cash payment equal to the Face Amount per $1,000
Face Amount of securities on the related Call Settlement Date
plus
the Coupon otherwise due on such date. No Coupon will
accrue or be payable following the Call Settlement Date.
If
the securities
are not
called
:
The
following table illustrates the hypothetical Payments at Maturity per $1,000 Face Amount of securities for a hypothetical range
of performances for the Laggard Underlying (excluding Coupon payments) if the securities are not automatically called. Because
the securities are not automatically called on the final Observation Date, the Final Level of at least one of the Underlyings will
be less than its Initial Level.
The
hypothetical Payments at Maturity set forth below reflect the Buffer Amount of 20.00%, the Buffer Level for each Underlying equal
to 80.00% of its Initial Level and the Downside Participation Factor of 125.00%. The actual Initial Level and Buffer Level for
each Underlying are set forth on the cover of this pricing supplement.
We make no representation or warranty as to which
of the Underlyings will be the Laggard Underlying for purposes of calculating the Payment at Maturity
.
Hypothetical
Underlying
Return of the Laggard Underlying
(%)
|
Hypothetical
Payment at Maturity
($) (excluding Coupon payments)
|
Hypothetical
Return on the Securities
(%) (excluding Coupon payments)
|
100.00%
|
N/A
|
N/A
|
90.00%
|
N/A
|
N/A
|
80.00%
|
N/A
|
N/A
|
70.00%
|
N/A
|
N/A
|
60.00%
|
N/A
|
N/A
|
50.00%
|
N/A
|
N/A
|
40.00%
|
N/A
|
N/A
|
30.00%
|
N/A
|
N/A
|
20.00%
|
N/A
|
N/A
|
10.00%
|
N/A
|
N/A
|
5.00%
|
N/A
|
N/A
|
0
.
00%
|
N
/
A
|
N
/
A
|
-5.00%
|
$1,000.00
|
0.00%
|
-10.00%
|
$1,000.00
|
0.00%
|
-
20
.
00%
|
$1
,
000
.
00
|
0
.
00%
|
-21.00%
|
$987.50
|
-1.25%
|
-30.00%
|
$875.00
|
-12.50%
|
-40.00%
|
$750.00
|
-25.00%
|
-50.00%
|
$625.00
|
-37.50%
|
-60.00%
|
$500.00
|
-50.00%
|
-70.00%
|
$375.00
|
-62.50%
|
-80.00%
|
$250.00
|
-75.00%
|
-90.00%
|
$125.00
|
-87.50%
|
-100.00%
|
$0.00
|
-100.00%
|
N/A: Not applicable because the securities
will be automatically called if the Final Level of the Laggard Underlying is greater than or equal to its Initial Level.
Hypothetical Examples of Amounts Payable at Maturity
The following hypothetical examples illustrate how the returns
set forth in the tables above are calculated and reflect the Coupon rate of 5.30% per annum.
Example 1
:
The Closing Levels
of
both
Underlyings are greater than their respective Initial Levels on the first Observation Date
. Because the Closing
Levels of
both
Underlyings on the first Observation Date are greater than their respective Initial Levels, the securities
are automatically called on the first Observation Date and the investor will receive on the related Call Settlement Date a cash
payment of $1,000.00 per $1,000 Face Amount of securities (excluding the Coupon otherwise due on such date). Taking into account
the total Coupon payments of $13.25 per $1,000 Face Amount of securities over the approximately three months the securities are
outstanding, the investor will receive a total of $1,013.25 per $1,000 Face Amount of securities. There are no further payments
on the securities.
Example 2
:
The Closing Level of
at least one Underlying is less than its Initial Level on the first and second Observation Dates and the Closing Levels of both
Underlyings are greater than their respective Initial Levels on the third Observation Date
. Because the Closing Level of at
least one Underlying is less than its Initial Level on the first and second Observation Dates, the securities are not automatically
called on the first or second Observation Dates. Because the Closing Levels of
both
Underlyings are greater than their respective
Initial Levels on the third Observation Date, the securities are automatically called on the third Observation Date and the investor
will receive on the related Call Settlement Date a cash payment of $1,000.00 per $1,000 Face Amount of securities (excluding the
Coupon otherwise due on such date). Taking into account the total Coupon payments of $39.75 per $1,000 Face Amount of securities
over the approximately nine months the securities are outstanding, the investor will receive a total of $1,039.75 per $1,000 Face
Amount of securities. There are no further payments on the securities.
Example 3
:
The Closing Level of
at least one Underlying is less than its Initial Level on each Observation Date prior to the final Observation Date and the Closing
Levels of both Underlyings are greater than their respective Initial Levels on the final Observation Date
. Because the Closing
Level of at least one Underlying is less than its Initial Level on each Observation Date prior to the final Observation Date, the
securities are not automatically called prior to the final Observation Date. Because the Closing Levels of
both
Underlyings
are greater than their respective Initial Levels on the final Observation Date, the securities are automatically called on the
final Observation Date and the investor will receive on the related Call Settlement Date a cash payment of $1,000.00 per $1,000
Face Amount of securities (excluding the Coupon otherwise due on such date). Taking into account the total Coupon payments of $79.50
per $1,000 Face Amount of securities over the term of the securities, the investor will receive a total of $1,079.50 per $1,000
Face Amount of securities.
Example 4
:
The Closing Level of
at least one Underlying is less than its Initial Level on each Observation Date
(
including the final Observation Date
)
and the Final Level of the Laggard Underlying is greater than its Buffer Level
,
resulting in an Underlying Return of
the Laggard Underlying of
-
10
.
00%
. Because the Closing Level of at least one Underlying is less than its Initial
Level on each Observation Date (including the final Observation Date), the securities are not automatically called. Because the
Final Level of the Laggard Underlying is greater than its Buffer Level, the investor will receive on the Maturity Date a cash payment
of $1,000.00 per $1,000 Face Amount of securities (excluding the Coupon otherwise due on such date). Taking into account the total
Coupon payments of $79.50 per $1,000 Face Amount of securities over the term of the securities, the investor will receive a total
of $1,079.50 per $1,000 Face Amount of securities.
Example 5
:
The Closing Level of
at least one Underlying is less than its Initial Level on each Observation Date
(
including the final Observation Date
)
and the Final Level of the Laggard Underlying is less than its Buffer Level
(
while the Final Level of the other Underlying
is greater than its Initial Level
),
resulting in an Underlying Return of the Laggard Underlying of
-
50
.
00%
.
Because the Closing Level of at least one Underlying is less than its Initial Level on each Observation Date (including the final
Observation Date), the securities are not automatically called. Because the Final Level of the Laggard Underlying is less than
its Buffer Level, despite the Final Level of the other Underlying being greater than its Initial Level, the investor will receive
on the Maturity Date a cash payment of $625.00 per $1,000 Face Amount of securities (excluding the Coupon otherwise due on such
date), calculated as follows:
$1,000 + [$1,000 x (Underlying
Return of the Laggard Underlying + Buffer Amount) x Downside Participation Factor]
$1,000 + [$1,000 x (-50.00% + 20.00%) x 125.00%]
= $625.00
Taking into account the total Coupon payments
of $79.50 per $1,000 Face Amount of securities over the term of the securities, the investor will receive a total of $704.50 per
$1,000 Face Amount of securities.
Example 6
:
The Closing Level of
at least one Underlying is less than its Initial Level on each Observation Date
(
including the final Observation Date
)
and the Final Levels of both Underlyings are less than their respective Initial Levels
,
with the Final Level of the Laggard
Underlying being less than its Buffer Level
,
resulting in an Underlying Return of the Laggard Underlying of
-
70
.
00%
.
Because the Closing Level of at least one Underlying is less than its Initial Level on each Observation Date (including the final
Observation Date), the securities are not automatically called. Because the Final Level of the Laggard Underlying is less than
its Buffer Level, the investor will receive on the Maturity Date a cash payment of $375.00 per $1,000 Face Amount of securities
(excluding the Coupon otherwise due on such date), calculated as follows:
$1,000 + [$1,000 x (Underlying
Return of the Laggard Underlying + Buffer Amount) x Downside Participation Factor]
$1,000 + [$1,000 x (-70.00% + 20.00%) x 125.00%]
= $375.00
Taking into account the total Coupon payments
of $79.50 per $1,000 Face Amount of securities over the term of the securities, the investor will receive a total of $454.50 per
$1,000 Face Amount of securities.
Selected Purchase Considerations
|
·
|
THE SECURITIES
OFFER A HIGHER COUPON IN EXCHANGE FOR EXPOSURE TO DOWNSIDE RISK OF THE LAGGARD UNDERLYING
—
The securities will pay Coupons on a quarterly basis at a rate of 5.30% per annum. This rate
may be higher than the yield on debt securities of comparable maturity issued by us or by an issuer with a comparable credit rating
because you are taking downside risk with respect to the Laggard Underlying if it declines below its Buffer Level.
Any payment
on the securities is subject to our ability to satisfy our obligations as they become due
.
|
|
·
|
LIMITED PROTECTION AGAINST LOSS
—
If the securities are not automatically called and the Final Level of the Laggard Underlying is greater than or equal to its Buffer
Level, you will receive at maturity a cash payment equal to the Face Amount per $1,000 Face Amount of securities
plus
the
Coupon otherwise due on such date. However, if the securities are not automatically called and the Final Level of the Laggard Underlying
is less than its Buffer Level, for each $1,000 Face Amount of securities, while you will still receive the Coupon otherwise due
on such date, you will lose 1.25% of the Face Amount for every 1.00% by which the Final Level of the Laggard Underlying is less
than its Initial Level by an amount greater than the Buffer Amount.
In this circumstance
,
you will lose some or all of
your initial investment
.
|
|
·
|
POTENTIAL EARLY EXIT WITH APPRECIATION
AS A RESULT OF THE AUTOMATIC CALL FEATURE
— While the original term of the securities is approximately eighteen months,
the
securities
will be automatically called if the Closing Levels of
both
Underlyings on any quarterly Observation Date (including the final Observation Date) are greater than or equal to their respective
Initial Levels, and you will receive a cash payment equal to the Face Amount per $1,000 Face Amount of securities (excluding Coupon
payments) on the related Call Settlement Date. No Coupon will accrue or be payable following the Call Settlement Date.
|
|
·
|
COUPON PAYMENTS
— Unless the securities are previously called, the securities will pay Coupons quarterly in arrears on an unadjusted basis
on the Coupon Payment Dates in 6 equal installments based on the Coupon rate of 5.30% per annum. Each installment will equal $13.25
per $1,000 Face Amount of securities. The Coupon Payment Dates are November 16, 2017, February 15, 2018, May 16, 2018, August 16,
2018, November 15, 2018 and February 14, 2018 (
the Maturity Date
).
|
|
·
|
RETURN LINKED
TO THE LESSER PERFORMING OF THE TWO UNDERLYINGS
— The return on the securities, which may be positive, zero or negative,
is linked to the
lesser performing of the iShares
®
MSCI EAFE ETF and the Russell 2000
®
Index as described herein
. If the securities
are not automatically called, the Payment at Maturity you receive, if any, will be determined
solely
by reference to the
performance of the Laggard Underlying.
|
iShares
®
MSCI EAFE ETF
The iShares
®
MSCI
EAFE ETF is an exchange-traded fund managed by iShares
®
Trust, a registered investment company. The iShares
®
Trust consists of numerous separate investment portfolios, including the iShares
®
MSCI EAFE ETF. The iShares
®
MSCI EAFE ETF seeks to provide investment results that correspond generally to the price and yield performance, before fees and
expenses, of publicly traded securities in the European, Australasian and Far Eastern markets, as measured by the MSCI EAFE
®
Index (the “
Tracked Index
”). The iShares
®
MSCI EAFE ETF trades on NYSE Arca under the ticker
symbol “EFA.” It is possible that the iShares
®
MSCI EAFE ETF may not fully replicate or may in certain
circumstances diverge significantly from the performance of the Tracked Index due to the temporary unavailability of certain securities
in the secondary markets, the performance of any derivative instruments contained in the iShares
®
MSCI EAFE ETF,
the fees and expenses of the iShares
®
MSCI EAFE ETF or due to other circumstances. The investment advisor (the “
Fund
Advisor
”) to the iShares
®
MSCI EAFE ETF is Blackrock Fund Advisors.
This is only a summary of the iShares
®
MSCI EAFE ETF
.
For more information on the iShares
®
MSCI EAFE ETF
,
including information concerning
its composition
,
calculation methodology and adjustment policy
,
please see the section entitled “The iShares
Exchange Traded Funds
—
iShares
®
MSCI EAFE ETF
”
in the accompanying underlying
supplement No
.
1 dated August 17
,
2015
.
For more information on the MSCI EAFE
®
Index
,
please see the section entitled “The MSCI Indices
—
The MSCI EAFE
®
Index
”
in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
Russell
2000
®
Index
The
Russell 2000
®
Index is designed to track the performance of the small capitalization segment of the U.S. equity
market. The Russell 2000
®
Index measures the composite price performance of stocks of approximately 2,000 companies
domiciled in the U.S. and its territories and consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index represents approximately 10% of the total market capitalization of the Russell 3000
®
Index.
This is only a summary of the Russell 2000
®
Index
.
For more information on the Russell 2000
®
Index
,
including information concerning its composition
,
calculation methodology and adjustment policy
,
please
see the section entitled “The Russell Indices — The Russell 2000
®
Index
”
in the
accompanying underlying supplement No
.
1 dated August 17
,
2015
.
|
·
|
TAX CONSEQUENCES
— Due to
the lack of direct legal authority, there is substantial uncertainty regarding the U.S. federal income tax consequences of an investment
in the securities. Our special tax counsel, Davis Polk & Wardwell LLP, believes that it is reasonable to treat a security for
U.S. federal income tax purposes as a put option (the “
Put Option
”) written by you to us with respect to the
Laggard Underlying, secured by a cash deposit equal to the Issue Price of the security (the “
Deposit
”), which
will have an annual yield based on our cost of borrowing, as shown below. Our special tax counsel has advised, however, that it
is unable to conclude that it is more likely than not that this treatment will be upheld, and that alternative treatments are possible
that could materially and adversely affect the timing and character of income or loss on your securities. Generally, if this treatment
is respected, only a portion of each Coupon payment will be attributable to interest on the Deposit; the remainder will represent
premium attributable to your grant of the Put Option (“
Put Premium
”). Interest on the Deposit will be taxed
as ordinary interest income, while the Put Premium will not be taken into account prior to the taxable disposition of the securities
(including pursuant to an automatic call or at maturity).
|
In 2007, the U.S. Treasury Department
and the Internal Revenue Service (the “
IRS
”) released a notice requesting comments on various issues regarding
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. While it is not clear
whether the securities would be viewed as similar to the typical prepaid forward contract described in the notice, any Treasury
regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences
of an investment in the securities, possibly with retroactive effect.
As discussed in the section of
the accompanying product supplement entitled “U.S. Federal Income Tax Consequences — ‘FATCA’ Legislation,”
it would be prudent to assume that an applicable withholding agent will treat payments in respect of the securities and gross proceeds
from any taxable disposition of a security (including retirement) as subject to withholding under FATCA. However, under a recent
IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated as interest) from
the taxable disposition of a security occurring before January 1, 2019. You should consult your tax adviser regarding the potential
application of FATCA to the securities.
Section
871(m) of the Code and Treasury regulations promulgated thereunder (“
Section 871
(
m
)”) generally impose
a 30% withholding tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to non-U.S. holders with
respect to certain financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides
certain exceptions to this withholding regime, including for instruments linked to certain broad-based indices that meet requirements
set forth in the applicable Treasury regulations (such an index, a “
Qualified Index
”). Additionally, the applicable
regulations exclude from the scope of Section 871(m) instruments issued in 2017 that do not have a delta of one with respect to
underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “
Underlying Security
”).
Based on certain determinations made by us, our special tax counsel is of the opinion that Section 871(m) should not apply to the
securities with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other
transactions with respect to an Underlying Security. You should consult your tax adviser regarding the potential application of
Section 871(m) to the securities.
You should review carefully the
section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences.” The preceding discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel regarding the material U.S.
federal income tax consequences of owning and disposing of the securities.
Under current law, the United
Kingdom will not impose withholding tax on payments made with respect to the securities.
For a discussion of certain German
tax considerations relating to the securities, you should refer to the section in the accompanying prospectus supplement entitled
“Taxation by Germany of Non-Resident Holders.”
You should consult your tax
adviser regarding the U
.
S
.
federal tax consequences of an investment in the securities
(
including possible
alternative treatments and the issues presented by the 2007 notice
),
as well as tax consequences arising under the laws
of any state
,
local or non
-
U
.
S
.
taxing jurisdiction
.
Consistent with the position described
above, the Deposit will have an annual yield based on our cost of borrowing of 1.78%, paid quarterly.
Selected Risk Considerations
An investment in the securities involves
significant risks. Investing in the securities is not equivalent to investing directly in the Underlyings or in any of the components
of the Underlyings. In addition to these selected risk considerations, you should review the “Risk Factors” sections
of the accompanying product supplement, prospectus supplement and prospectus.
|
·
|
YOUR
INVESTMENT IN THE SECURITIES MAY RESULT IN A LOSS
— The securities do not guarantee any return of your initial investment.
The Payment at Maturity is linked
solely
to the performance of the Laggard Underlying and your return on the securities
will depend on whether the securities are automatically called and whether the Final Level of the Laggard Underlying is less than
its Buffer Level, as applicable. If the securities are not automatically called and the Final Level of the Laggard Underlying
is less than its Buffer Level, for each $1,000 Face Amount of securities, you will lose 1.25% of the Face Amount for every 1.00%
by which the Final Level of the Laggard Underlying is less than its Initial Level by an amount greater than the Buffer Amount.
In this circumstance, you will lose some or all of your initial investment at maturity.
Any payment on the securities is subject
to our ability to satisfy our obligations as they become due
.
|
|
·
|
THE
RETURN ON THE SECURITIES IS LIMITED TO THE FACE AMOUNT PLUS COUPON PAYMENTS AND YOU WILL NOT PARTICIPATE IN ANY INCREASE IN THE
PRICE OR LEVEL
,
AS APPLICABLE
,
OF EITHER UNDERLYING
— The securities will not pay more than the Face Amount,
in addition to the Coupon payments, for each $1,000 Face Amount of securities. You will not participate in any increase in the
price or level, as applicable, of either Underlying, even if the Final Levels of both Underlyings are greater than their respective
Initial Levels. The maximum payment upon an Automatic Call or at maturity, as applicable, will be the Face Amount per $1,000 Face
Amount of securities (excluding Coupon payments), regardless of any increase in the price or level, as applicable, of either Underlying,
which may be significant.
|
|
·
|
REINVESTMENT
RISK
— If the securities are automatically called, the term of the securities may be reduced to as short as approximately
three months. There is no guarantee that you would be able to reinvest the proceeds from an investment in the securities at a
comparable return for a similar level of risk in the event the securities are automatically called prior to the Maturity Date.
|
|
·
|
IF
THE SECURITIES ARE NOT AUTOMATICALLY CALLED
,
YOUR PAYMENT AT MATURITY WILL BE DETERMINED SOLELY BY THE PERFORMANCE OF THE
LAGGARD UNDERLYING
— If the securities are not automatically called, the Payment at Maturity will be determined
solely
by reference to the performance of the Laggard Underlying, without taking into consideration the performance of the other
Underlying.
|
|
·
|
A
HIGHER COUPON RATE OR A LOWER BUFFER LEVEL FOR EACH UNDERLYING MAY REFLECT A GREATER EXPECTED VOLATILITY OF ONE OR BOTH UNDERLYINGS
,
WHICH IS GENERALLY ASSOCIATED WITH A GREATER RISK OF LOSS
— Volatility is a measure of the degree of variation in
the trading prices of an asset over a period of time. The greater the expected volatility at the time the terms of the securities
are set on the Trade Date, the greater the expectation is at that time that at least one of the Underlyings may close below its
Buffer Level on the Final Valuation Date (resulting in a loss of some or all of your initial investment). In addition, the economic
terms of the securities, including the Buffer Levels and the Coupon rate, are based, in part, on the expected volatility of the
Underlyings at the time the terms of the securities are set on the Trade Date, where higher expected volatility will generally
lead to a higher Coupon rate or a lower Buffer Level for each Underlying. Accordingly, a higher Coupon rate as compared with the
coupon on our conventional fixed income securities with a similar maturity or the coupon on our other similarly structured securities
will generally indicate a greater risk of loss, while a lower Buffer Level for each Underlying as compared with otherwise comparable
securities does not necessarily indicate that the securities have a greater likelihood of returning your investment at maturity. You
should be willing to accept the downside market risk of each Underlying and the potential loss of some or all of your initial
investment at maturity.
|
|
·
|
THE
SECURITIES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
— The securities are senior unsecured obligations of Deutsche
Bank AG and are not, either directly or indirectly, an obligation of any third party. Any payment(s) to be made on the securities
depends on the ability of Deutsche Bank AG to satisfy its obligations as they become due. An actual or anticipated downgrade in
Deutsche Bank AG’s credit rating or increase in the credit spreads charged by the market for taking Deutsche Bank AG’s
credit risk will likely have an adverse effect on the value of the securities. As a result, the actual and perceived creditworthiness
of Deutsche Bank AG will affect the value of the securities and, in the event Deutsche Bank AG were to default on its obligations
or become subject to a Resolution Measure, you might not receive any amount(s) owed to you under the terms of the securities and
you could lose your entire investment.
|
|
·
|
THE SECURITIES MAY BE WRITTEN DOWN
,
BE CONVERTED INTO ORDINARY SHARES OR OTHER
|
INSTRUMENTS OF OWNERSHIP OR
BECOME SUBJECT TO OTHER RESOLUTION MEASURES
.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES APPLICABLE
TO US
— Pursuant to the SRM Regulation, the Resolution Act and other applicable rules and regulations described above
under “Resolution Measures and Deemed Agreement,” the securities are subject to the powers exercised by the competent
resolution authority to impose Resolution Measures on us, which may include: writing down, including to zero, any claim for payment
on the securities; converting the securities into ordinary shares of (i) the Issuer, (ii) any group entity or (iii) any bridge
bank or other instruments of ownership of such entities qualifying as common equity tier 1 capital; or applying any other resolution
measure including, but not limited to, transferring the securities to another entity, amending, modifying or varying the terms
and conditions of the securities or cancelling the securities. The competent resolution authority may apply Resolution Measures
individually or in any combination.
The German law on the mechanism
for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
,
or the “
Resolution Mechanism Act
”) provides that, in a German insolvency
proceeding of the Issuer, certain specifically defined senior unsecured debt instruments would rank junior to, without constituting
subordinated debt, all other outstanding unsecured unsubordinated obligations of the Issuer and be satisfied only if all such other
senior unsecured obligations of the Issuer have been paid in full. This prioritization would also be given effect if Resolution
Measures are imposed on the Issuer, so that obligations under debt instruments that rank junior in insolvency as described above
would be written down or converted into common equity tier 1 instruments
before
any other senior unsecured obligations of
the Issuer are written down or converted. A large portion of our liabilities consist of senior unsecured obligations that either
fall outside the statutory definition of debt instruments that rank junior to other senior unsecured obligations according to the
Resolution Mechanism Act or are expressly exempted from such definition.
Among those unsecured unsubordinated
obligations that are expressly exempted are money market instruments and senior unsecured debt instruments whose terms provide
that (i) the repayment or the amount of the repayment depends on the occurrence or non-occurrence of an event which is uncertain
at the point in time when the senior unsecured debt instruments are issued or is settled in a way other than by monetary payment,
or (ii) the payment of interest or the amount of the interest payments depends on the occurrence or non-occurrence of an event
which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the payment of interest or
the amount of the interest payments solely depends on a fixed or floating reference interest rate and is settled by monetary payment.
This order of priority introduced by the Resolution Mechanism Act would apply in German insolvency proceedings instituted, or when
Resolution Measures are imposed, on or after January 1, 2017 with effect for debt instruments of the Issuer outstanding at that
time. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, the
competent regulatory authority or court would determine which of our senior debt securities issued under the prospectus have the
terms described in clauses (i) or (ii) above, referred to herein as the “
Structured
Debt Securities
,” and which do not, referred to herein as the “
Non
-
Structured
Debt Securities
.” We expect the securities offered herein to be classified as Structured Debt Securities, but
the competent regulatory authority or court may classify the securities differently. In a German insolvency proceeding or in the
event of the imposition of Resolution Measures with respect to the Issuer, the Structured Debt Securities are expected to be among
the unsecured unsubordinated obligations that would bear losses after the Non-Structured Debt Securities as described above.
Nevertheless
,
you may lose some or all of your investment in the
securities
if a Resolution
Measure becomes applicable to us
.
Imposition of a Resolution Measure would likely occur if we become, or are
deemed by the competent supervisory authority to have become, “non-viable” (as defined under the then applicable law)
and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable to us. The Bank Recovery
and Resolution Directive and the Resolution Act are intended to eliminate the need for public support of troubled banks, and you
should be aware that public support, if any, would only potentially be used by the competent supervisory authority as a last resort
after having assessed and exploited, to the maximum extent practicable, the resolution tools, including the bail-in tool.
By acquiring the securities, you
would have no claim or other right against us arising out of any Resolution Measure and we would have no obligation to make payments
under the securities following the imposition of a Resolution Measure. In particular, the imposition of any Resolution Measure
will not constitute a default or an event of default under the securities, under the Indenture or for the purposes of, but only
to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the securities are subject to any Resolution
Measure, secondary market trading in the securities may not follow the trading behavior associated with similar types of securities
issued by other financial institutions which may be or have been subject to a Resolution Measure.
In addition, by your acquisition
of the securities, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims
against the trustee and the indenture agents for, agree not to initiate a suit against the trustee or the indenture agents in respect
of, and agree that the trustee and the indenture agents
will not be liable for, any action
that the trustee or the indenture agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the securities.
Accordingly
,
you may have limited or circumscribed rights to challenge any decision of the competent resolution authority to impose any Resolution
Measure
.
|
·
|
THE ISSUER
’
S ESTIMATED
VALUE OF THE SECURITIES ON THE TRADE DATE WILL BE LESS THAN THE ISSUE PRICE OF THE SECURITIES
— The Issuer’s estimated
value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of
the securities. The difference between the Issue Price and the Issuer’s estimated value of the securities on the Trade
Date is due to the inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations
under the securities through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost
of providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent
in providing such hedge. The Issuer’s estimated value of the securities is determined by reference to an internal funding
rate and our pricing models. The internal funding rate is typically lower than the rate we would pay when we issue conventional
debt securities on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the
estimated cost of hedging our obligations under the securities, reduces the economic terms of the securities to you and is expected
to adversely affect the price at which you may be able to sell the securities in any secondary market. In addition, our internal
pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. If
at any time a third party dealer were to quote a price to purchase your securities or otherwise value your securities, that price
or value may differ materially from the estimated value of the securities determined by reference to our internal funding rate
and pricing models. This difference is due to, among other things, any difference in funding rates, pricing models or assumptions
used by any dealer who may purchase the securities in the secondary market.
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·
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INVESTING IN THE SECURITIES IS NOT THE
SAME AS INVESTING IN THE UNDERLYINGS OR THE SECURITIES COMPOSING THE UNDERLYINGS
— The return on the securities may not
reflect the return you would have realized if you had directly invested in the Underlyings or the securities composing the Underlyings.
For instance, any Payment at Maturity on the securities is
solely
dependent upon the performance of the Laggard Underlying,
and you will not participate in any potential increase in the price or level, as applicable, of either Underlying, which could
be significant.
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·
|
IF THE PRICES
OR LEVELS
,
AS APPLICABLE
,
OF THE UNDERLYINGS CHANGE
,
THE VALUE OF YOUR SECURITIES MAY NOT CHANGE IN THE SAME
MANNER
— Your securities may trade quite differently from the prices or levels, as applicable, of the Underlyings. Changes
in the prices or levels, as applicable, of the Underlyings may not result in comparable changes in the value of your securities
.
|
|
·
|
NO DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the securities, you will not have any voting rights or rights to receive cash dividends or other distributions
or other rights that holders of shares of the Fund or the securities composing the Underlyings would have.
|
|
·
|
YOUR INVESTMENT
IS EXPOSED TO A DECLINE IN THE PRICE OR LEVEL
,
AS APPLICABLE
,
OF EACH UNDERLYING
— Your return on the securities,
if any, is not linked to a basket consisting of the Underlyings. Rather, any payment on the securities will be determined
solely
by reference to the performance of the lesser performing Underlying without taking into consideration the performance of the other
Underlying. Unlike an instrument with a return linked to a basket, in which risk is mitigated and diversified among all of the
basket components, you will be exposed equally to the risks related to each of the Underlyings and your return will be based
solely
on the performance of the lesser performing Underlying, as measured on each Observation Date (including the Final Valuation Date).
Poor performance by either Underlying over the term of the securities may adversely affect your return on the securities and will
not be offset or mitigated by a positive performance by the other Underlying.
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·
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BECAUSE THE SECURITIES ARE LINKED TO
THE LESSER PERFORMING OF THE TWO UNDERLYINGS
,
YOU ARE EXPOSED TO A GREATER RISK OF LOSING SOME OR ALL OF YOUR INITIAL INVESTMENT
THAN IF THE SECURITIES WERE LINKED TO JUST ONE UNDERLYING
— The risk that you will lose some or all of your initial
investment
in the securities is greater than in substantially
similar
securities that are linked
to the performance of just one of the Underlyings. With two Underlyings, it is more likely that the Final Level of at least one
Underlying will be less than its Buffer Level than if the securities were linked to only one Underlying, and therefore, it is more
likely that you will receive a Payment at Maturity that is less than your initial investment. In addition, the performance of the
Underlyings may not be correlated. If the performance of the Underlyings is not correlated, or is negatively correlated, the potential
for the level of at least one Underlying to be less than its Buffer Level on the Final Valuation Date is even greater. Although
the correlation of the Underlyings’ performance may change over the term of the securities, the Coupon rate is determined,
in part, based on the correlation of the
|
Underlyings’ performance
at the time when the terms of the securities are finalized. A higher Coupon rate is generally associated with a lower correlation
of the Underlyings, which reflects a greater potential for loss on your initial investment at maturity.
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·
|
THE INDEX REFLECTS THE PRICE RETURN
OF THE STOCKS COMPOSING THE INDEX
,
NOT THEIR TOTAL RETURN INCLUDING ALL DIVIDENDS AND OTHER DISTRIBUTIONS
— The
Index reflects the changes in the market prices of the stocks composing the Index. The Index is not, however, a “total return”
index, which, in addition to reflecting the price returns of the stocks composing the Index, would also reflect the reinvestment
of all dividends and other distributions paid on such component stocks.
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·
|
THE SPONSOR OF THE INDEX MAY ADJUST
THE INDEX IN WAYS THAT AFFECT THE LEVEL OF THE INDEX AND HAS NO OBLIGATION TO CONSIDER YOUR INTERESTS
— The sponsor of
the Index (the “
Index Sponsor
”) is responsible for calculating and maintaining the Index. The Index Sponsor
can add, delete or substitute the components of the Index or make other methodological changes that could change the level of the
Index. You should realize that the changing of such Index components may affect such Index, as a newly added component may perform
significantly better or worse than the component it replaces. Additionally, the Index Sponsor may alter, discontinue or suspend
calculation or dissemination of the Index. Any of these actions could adversely affect the level of the Index and, thus, the value
of, and your return on, the securities. The Index Sponsor has no obligation to consider your interests in calculating or revising
the Index.
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·
|
THE SECURITIES ARE SUBJECT TO RISKS
ASSOCIATED WITH SMALL
-
CAPITALIZATION COMPANIES
— The stocks composing the Index are issued by companies with relatively
small market capitalization. These companies often have greater stock price volatility, lower trading volume and less liquidity
than large-capitalization companies and, therefore, the level of the Index may be more volatile than the levels of indices that
consist of large-capitalization stocks. Stock prices of small-capitalization companies are also generally more vulnerable than
those of large-capitalization companies to adverse business and economic developments, and the stocks of small-capitalization companies
may be thinly traded. In addition, small-capitalization companies are typically less well-established and less stable financially
than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel.
Such small-capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their product or
service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible
to adverse developments related to their products. These companies may also be more susceptible to adverse developments related
to their products or services.
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·
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The Policies
of the FUND ADVISOR and Changes that Affect the fund or THe Tracked Index Could Adversely Affect the Value of the securities
— The policies of the Fund Advisor concerning the calculation of
the Fund’s net asset value (“
NAV
”), additions, deletions or substitutions of securities or other assets
or financial measures held by the Fund, substitution of the Tracked Index and the manner in which changes affecting how the Tracked
Index is calculated are reflected in the Fund could adversely affect the price of the shares of the Fund and, therefore, the value
of, and your return on, the securities. The value of, and your return on, the securities could also be adversely affected if the
Fund Advisor changes these policies, for example, by changing the manner in which it calculates the Fund’s NAV, or if the
Fund Advisor discontinues or suspends calculation or publication of the Fund’s NAV, in which case it may become difficult
to determine the value of the securities. If events such as these occur or if the Closing Level of the Fund is not available on
the Final Valuation Date because of a market disruption event or for any other reason, the calculation agent, in certain circumstances,
may determine the Closing Level of the Fund and the Payment at Maturity in a manner it considers appropriate in its sole discretion.
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·
|
The Performance
of the fund
,
Particularly During Periods of Market Volatility
,
May Not Match the Performance of the Tracked Index
or ITS NET ASSET VALUE per Share
— The performance of
the Fund may not match the performance of the Tracked Index due to a number of factors. For instance, the Fund may not hold all
or substantially all of the securities included in the Tracked Index and the Fund Advisor may invest a portion of the Fund’s
assets in securities not included in the Tracked Index. Therefore, the performance of the Fund is generally linked, in part, to
assets other than the securities included in the Tracked Index. Additionally, the performance of the Fund will reflect transaction
costs and fees that are not included in the calculation of the Tracked Index.
|
In addition, because the shares
of the Fund are traded on a securities exchange and are subject to supply and demand, the performance of one share of the Fund
may differ from the performance of the Tracked Index or the Fund’s NAV per share. Furthermore, during periods of market volatility,
securities or other assets held by the Fund may become unavailable in the secondary market due to reduced liquidity or suspensions
of, or limitations on, trading, making it difficult for market participants to accurately calculate the NAV per share of the Fund
and/or
create, redeem or hedge shares
of the Fund. In such circumstances, the prices at which market participants are willing to buy and sell shares of the Fund may
be significantly lower than the Fund’s NAV and the liquidity of the shares of the Fund may be materially and adversely affected.
Consequently, the performance of the Fund may deviate significantly from the performance of the Tracked Index or the Fund’s
NAV per share. These circumstances may or may not constitute market disruption events and, in either case, your return on the securities
may be determined based on the price of the Fund when it deviates significantly from the performance of the Tracked Index or the
Fund’s NAV per share. If this occurs, the value of, and your return on, the securities may be materially and adversely affected.
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·
|
ANTI
-
DILUTION PROTECTION IS LIMITED
AND THE CALCULATION AGENT MAY MAKE ADJUSTMENTS IN ADDITION TO
,
OR THAT DIFFER FROM
,
THOSE SET FORTH IN THE ACCOMPANYING
PRODUCT SUPPLEMENT
— 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 Fund. The calculation agent is not required, however, to make such
adjustments in response to all events that could affect the shares of the Fund. If such an event occurs that does not require the
calculation agent to make an adjustment, the value of the securities may be materially and adversely affected. In addition, you
should be aware that the calculation agent may, at its sole discretion, make adjustments to the Share Adjustment Factor or any
other terms of the securities that are in addition to, or that differ from, those described in the accompanying product supplement
to reflect changes occurring in relation to the Fund in circumstances where the calculation agent determines that it is appropriate
to reflect those changes to ensure an equitable result. Any alterations to the specified anti-dilution adjustments described in
the accompanying product supplement may be materially adverse to investors in the securities. You should read “Description
of Securities — Anti-Dilution Adjustments for Funds” in the accompanying product supplement in order to understand
the adjustments that may be made to the securities.
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·
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THE SECURITIES ARE SUBJECT TO CURRENCY
EXCHANGE RATE RISK
— Because the Fund invests in stocks denominated in foreign currencies but its shares are denominated
in U.S. dollars, changes in currency exchange rates may negatively impact the Fund’s return. Of particular importance to
currency exchange rate risk are:
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o
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existing and expected rates of inflation;
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|
o
|
existing and expected interest rates;
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|
o
|
political, civil or military unrest;
|
|
o
|
the balance of payments between the countries represented in the Fund and the U.S.; and
|
|
o
|
the extent of governmental surpluses or deficits in the countries represented in the Fund and the
U.S.
|
All of these
factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented
in the Fund, the U.S. and other countries important to international trade and finance. An investor’s net exposure to currency
exchange rate risk will depend on the extent to which the currencies represented in the Fund strengthen or weaken against the U.S.
dollar and the relative weight of each currency represented in the Fund. If, taking into account such weighting, the U.S. dollar
strengthens against the component currencies as a whole, the price of the Fund will be adversely affected and the value of the
securities may be reduced. Additionally, the volatility and/or correlation (including the direction and extent of such correlation)
of the exchange rates between the U.S. dollar and the currencies represented in the Fund could adversely affect the value of the
securities.
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·
|
THERE ARE RISKS
ASSOCIATED WITH INVESTMENTS IN SECURITIES LINKED TO THE VALUES OF EQUITY SECURITIES ISSUED BY NON
-
U
.
S
.
COMPANIES
— The Fund holds component stocks that are issued by companies incorporated outside of the U.S. Because the component
stocks also trade outside the U.S., the securities are subject to the risks associated with non-U.S. securities markets. Generally,
non-U.S. securities markets may be less liquid and more volatile than U.S. securities markets and market developments may affect
non-U.S. securities markets differently than U.S. securities markets, which may adversely affect the price of the Fund and the
value of your securities. Furthermore, there are risks associated with investments in securities linked to the values of equity
securities issued by non-U.S. companies. There is generally less publicly available information about non-U.S. companies than about
those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting,
auditing and financial reporting standards and requirements that differ from those applicable to U.S. reporting companies. In addition,
the prices of equity securities issued by non-U.S. companies may be adversely affected by political, economic, financial and social
factors that may be unique to the particular countries in which the non-U.S. companies are incorporated.
|
These
factors include the possibility of recent or future changes in a non-U.S. government’s economic and fiscal policies (including
any direct or indirect intervention to stabilize the economy and/or securities market of the country of such non-U.S. government),
the presence, and extent, of cross shareholdings in non-U.S. companies, the possible imposition of, or changes in, currency exchange
laws or other non-U.S. laws or restrictions applicable to non-U.S. companies or investments in non-U.S. securities and the possibility
of fluctuations in the rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ
favorably or unfavorably from the U.S. economy in important respects, such as growth of gross national product, rate of inflation,
capital reinvestment, resources and self-sufficiency.
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·
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THERE IS NO AFFILIATION BETWEEN THE
FUND OR THE UNDERLYING STOCK ISSUERS AND US AND WE HAVE NOT PARTICIPATED IN THE PREPARATION OF
,
OR VERIFIED
,
ANY
INFORMATION ABOUT THE FUND OR THE UNDERLYING STOCK ISSUERS
— We are not affiliated with the Fund or the other issuers
of the component stocks held by the Fund or underlying the Index or the Tracked Index (such stocks, “
Underlying Stocks
,”
and the issuers of Underlying Stocks, “
Underlying Stock Issuers
”). However, we or our affiliates may currently,
or from time to time in the future, engage in business with the Underlying Stock Issuers, including extending loans to, making
equity investments in, acting as underwriter in connection with future offerings of the Underlying Stocks by, or providing advisory
services (including merger and acquisition advisory services) to, such Underlying Stock Issuers. In the course of this business,
we or our affiliates may acquire non-public information about the Underlying Stock Issuers and we will not disclose any such information
to you. Nevertheless, neither we nor our affiliates have participated in the preparation of, or verified, any information about
the Underlying Stocks or any of the Underlying Stock Issuers. You, as an investor in the securities, should make your own investigation
into the Underlying Stocks and the Underlying Stock Issuers. Neither the Fund nor any of the Underlying Stock Issuers is involved
in this offering in any way and none of them has any obligation of any sort with respect to your securities. The Fund has no obligation
to take your interests into consideration for any reason, including when taking any actions that would require the calculation
agent to adjust the Share Adjustment Factor, which may adversely affect the value of your securities.
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·
|
PAST PERFORMANCE OF THE UNDERLYINGS
IS NO GUIDE TO FUTURE PERFORMANCE
— The actual performance of the Underlyings over the term of the securities
may bear little relation to the historical closing prices or levels, as applicable, of the Underlyings and/or the hypothetical
examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Underlyings or whether
the performance of the Underlyings will result in the return of any of your investment.
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·
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ASSUMING NO CHANGES IN MARKET CONDITIONS
AND OTHER RELEVANT FACTORS
,
THE PRICE YOU MAY RECEIVE FOR YOUR SECURITIES IN SECONDARY MARKET TRANSACTIONS WOULD GENERALLY
BE LOWER THAN BOTH THE ISSUE PRICE AND THE ISSUER’S ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE
— While
the payment(s) on the securities described in this pricing supplement is based on the full Face Amount of securities, the Issuer’s
estimated value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue
Price of the securities. The Issuer’s estimated value of the securities on the Trade Date does not represent the price at
which we or any of our affiliates would be willing to purchase your securities in the secondary market at any time. Assuming no
changes in market conditions or our creditworthiness and other relevant factors, the price, if any, at which we or our affiliates
would be willing to purchase the securities from you in secondary market transactions, if at all, would generally be lower than
both the Issue Price and the Issuer’s estimated value of the securities on the Trade Date. Our purchase price, if any, in
secondary market transactions would be based on the estimated value of the securities determined by reference to (i) the then-prevailing
internal funding rate (adjusted by a spread) or another appropriate measure of our cost of funds and (ii) our pricing models at
that time, less a bid spread determined after taking into account the size of the repurchase, the nature of the assets underlying
the securities and then-prevailing market conditions. The price we report to financial reporting services and to distributors of
our securities for use on customer account statements would generally be determined on the same basis. However, during the period
of approximately three months beginning from the Trade Date, we or our affiliates may, in our sole discretion, increase the purchase
price determined as described above by an amount equal to the declining differential between the Issue Price and the Issuer’s
estimated value of the securities on the Trade Date, prorated over such period on a straight-line basis, for transactions that
are individually and in the aggregate of the expected size for ordinary secondary market repurchases.
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In addition to the factors discussed
above, the value of the securities and our purchase price in secondary market transactions after the Trade Date, if any, will vary
based on many economic and market factors, including our creditworthiness, and cannot be predicted with accuracy. These changes
may adversely affect the value of your securities, including the price you may receive in any secondary market transactions. Any
sale prior to the Maturity Date could result in a substantial loss to you. The securities are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your securities to maturity.
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·
|
THE SECURITIES WILL NOT BE LISTED AND
THERE WILL LIKELY BE LIMITED LIQUIDITY
— The securities will not be listed on any securities exchange. There may be little
or no secondary market for the securities. We or our affiliates intend to act as market makers for the securities but are not required
to do so and may cease such market making activities at any time. Even if there is a secondary market, it may not provide enough
liquidity to allow you to sell the securities when you wish to do so or at a price advantageous to you. Because we do not expect
other dealers to make a secondary market for the securities, the price at which you may be able to sell your securities is likely
to depend on the price, if any, at which we or our affiliates are willing to buy the securities. If, at any time, we or our affiliates
do not act as market makers, it is likely that there would be little or no secondary market in the securities. If you have to sell
your securities prior to maturity, you may not be able to do so or you may have to sell them at a substantial loss, even in cases
where the prices or levels, as applicable, of the Underlyings have increased since the Trade Date.
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·
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MANY ECONOMIC AND MARKET FACTORS WILL
AFFECT THE VALUE OF THE SECURITIES
— While we expect that, generally, the prices or levels, as applicable, of the Underlyings
will affect the value of the securities more than any other single factor, the value of the securities prior to maturity will also
be affected by a number of other factors that may either offset or magnify each other, including:
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|
o
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the expected volatility of the Underlyings;
|
|
o
|
the time remaining to the maturity of the securities;
|
|
o
|
the market prices and dividend rates of the shares of the Fund and of the securities composing
the Underlyings;
|
|
o
|
the composition of the Underlyings;
|
|
o
|
the occurrence of certain events affecting the Fund that may or may not require an anti-dilution
adjustment;
|
|
o
|
the exchange rates between the U.S. dollar and the non-U.S. currencies that the stocks held by
the Fund are traded in;
|
|
o
|
interest rates and yields in the markets generally;
|
|
o
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that
affect either Underlying, the Tracked Index or the markets generally;
|
|
o
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supply and demand for the securities; and
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|
o
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
During the term of the securities,
it is possible that their value may decline significantly due to the factors described above even if the prices or levels, as applicable,
of the Underlyings remain unchanged from their respective Initial Levels, and any sale prior to the Maturity Date could result
in a substantial loss to you. You must hold the securities to maturity to receive the stated payout from the Issuer.
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·
|
TRADING AND OTHER TRANSACTIONS BY US
OR OUR AFFILIATES IN THE EQUITY AND EQUITY DERIVATIVE MARKETS MAY IMPAIR THE VALUE OF THE SECURITIES
— We or our affiliates
expect to hedge our exposure from the securities by entering into equity and equity derivative transactions, such as over-the-counter
options, futures or exchange-traded instruments. We or our affiliates may also engage in trading in instruments linked or related
to the Underlyings on a regular basis as part of our or their general broker-dealer and other businesses, for proprietary accounts,
for other accounts under management or to facilitate transactions for customers, including block transactions. Such trading and
hedging activities may adversely affect the prices or levels, as applicable, of the Underlyings and, therefore, make it less likely
that you will receive a positive return on your investment in the securities. It is possible that we or our affiliates could receive
substantial returns from these hedging and trading activities while the value of the securities declines. We or our affiliates
may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to the Underlyings.
To the extent that we or our affiliates serve as issuer, agent or underwriter for such securities or financial or derivative instruments,
our or our affiliates’ interests with respect to such products may be adverse to those of the holders of the securities.
Introducing competing products into the marketplace in this manner could adversely affect the prices or levels, as applicable,
of the Underlyings and the value of the securities. Any of the foregoing activities described in this paragraph may reflect trading
strategies that differ from, or are in direct opposition to, investors’ trading and investment strategies related to the
securities. Furthermore, because Deutsche Bank Securities Inc. (“
DBSI
”) or one of its affiliates is expected
to conduct trading and hedging activities for us in
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connection with the securities,
DBSI or such affiliate may profit in connection with such trading and hedging activities and such profit, if any, will be in addition
to any compensation that DBSI receives for the sale of the securities to you. You should be aware that the potential to earn a
profit in connection with hedging activities may create a further incentive for DBSI to sell the securities to you in addition
to any compensation they would receive for the sale of the securities.
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·
|
WE OR OUR AFFILIATES MAY PUBLISH RESEARCH
,
EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE SECURITIES
.
ANY SUCH
RESEARCH
,
OPINIONS OR RECOMMENDATIONS COULD ADVERSELY AFFECT THE PRICES OR LEVELS
,
AS APPLICABLE
,
OF THE UNDERLYINGS
AND THE VALUE OF THE SECURITIES
— We or our affiliates may publish research from time to time on financial markets
and other matters that could adversely affect the prices or levels, as applicable, of the Underlyings and the value of the securities,
or express opinions or provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions
or recommendations expressed by us or our affiliates may not be consistent with each other and may be modified from time to time
without notice. You should make your own independent investigation of the merits of investing in the securities and the Underlyings.
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·
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POTENTIAL CONFLICTS OF INTEREST
—
We and our affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation
agent, hedging our obligations under the securities and determining the Issuer’s estimated value of the securities on the
Trade Date and the price, if any, at which we or our affiliates would be willing to purchase the securities from you in secondary
market transactions. In performing these roles, our economic interests and those of our affiliates are potentially adverse to your
interests as an investor in the securities. The calculation agent will determine, among other things,
all
values, prices and levels required to be determined for the purposes of the securities on any relevant date or time
. The
calculation agent also has some discretion about certain adjustments to the Share Adjustment Factor and will be responsible for
determining whether a market disruption event has occurred as well as, in some circumstances, the prices or levels, as applicable,
related to the Underlyings that affect whether the securities are automatically called. Any determination by the calculation agent
could adversely affect the return on the securities.
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·
|
THERE IS SUBSTANTIAL UNCERTAINTY REGARDING
THE U
.
S
.
FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES
— There is no direct legal
authority regarding the proper U.S. federal income tax treatment of the securities, and we do not plan to request a ruling from
the IRS. Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not
agree with the treatment of the securities as Put Options secured by Deposits. If the IRS were successful in asserting an alternative
treatment for the securities, the tax consequences of ownership and disposition of the securities could be materially and adversely
affected. In addition, as described above under “Tax Consequences,” in 2007 the U.S. Treasury Department and the IRS
released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward
contracts” and similar instruments. While it is not clear whether the securities would be viewed as similar to the typical
prepaid forward contract described in the notice, any Treasury regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive
effect. You should review carefully the section of the accompanying product supplement entitled “U.S. Federal Income Tax
Consequences” and consult your tax adviser regarding the U.S. federal tax consequences of an investment in the securities
(including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under
the laws of any state, local or non-U.S. taxing jurisdiction.
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Historical Information
The following graphs set forth the historical
performances of the iShares
®
MSCI EAFE ETF and the Russell 2000
®
Index based on their daily closing
prices or levels, as applicable, from August 10, 2012 through August 10, 2017. The closing price of the iShares
®
MSCI EAFE ETF on August 10, 2017 was $66.07. The closing level of the Russell 2000
®
Index on August 10, 2017 was
1,372.544. The graphs below also indicate by a broken line the Buffer Level of, (i) with respect to the iShares
®
MSCI EAFE ETF, $52.86, which is equal to 80.00% of its Initial Level and, (ii) with respect to the Russell 2000
®
Index, 1,098.035, which is equal to 80.00% of its Initial Level. We obtained the historical closing prices and levels below from
Bloomberg L.P. and we have not participated in the preparation of, or verified, such information.
The historical closing prices
and levels of the Underlyings should not be taken as an indication of future performance and no assurance can be given as to the
Closing Levels of the Underlyings on any of the Observation Dates
(
including the Final Valuation Date
).
We cannot
give you assurance that the performance of the Underlyings will result in the return of any of your initial investment
.
Supplemental Plan of Distribution
(
Conflicts of Interest
)
DBSI, acting as agent for Deutsche Bank
AG, will not receive a selling concession in connection with the sale of the securities. DBSI will pay custodial fees to other
broker-dealers of 0.05% or $0.50 per $1,000 Face Amount of securities. Deutsche Bank AG will reimburse DBSI for such custodial
fees.
DBSI, the agent for this offering, is our
affiliate. Because DBSI is both our affiliate and a member of the Financial Industry Regulatory Authority, Inc. (“
FINRA
”),
the underwriting arrangement for this offering must comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s
distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121, DBSI may
not make sales in offerings of the securities to any of its discretionary accounts without the prior written approval of the customer.
See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
Settlement
We expect to deliver the securities against
payment for the securities on the Settlement Date indicated above, which is the third business day following the Trade Date. Under
Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle
in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, if the Settlement Date is more than
three business days after the Trade Date, purchasers who wish to transact in the securities more than three business days prior
to the Settlement Date will be required to specify alternative settlement arrangements to prevent a failed settlement.
Validity of the Securities
In the opinion of Davis Polk & Wardwell
LLP, as special United States products counsel to the Issuer, when the securities offered by this pricing supplement have been
executed and issued by the Issuer and authenticated by the authenticating agent, acting on behalf of the trustee pursuant to the
Indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of the Issuer,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights,
provided
that such counsel expresses no opinion as to the effect
of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion
is given as of the date
hereof and is limited to the laws of the
State of New York. Insofar as this opinion involves matters governed by German law, Davis Polk & Wardwell LLP has relied, without
independent investigation, on the opinion of Group Legal Services of Deutsche Bank AG, dated as of January 1, 2016, filed as an
exhibit to the opinion of Davis Polk & Wardwell LLP, and this opinion is subject to the same assumptions, qualifications and
limitations with respect to such matters as are contained in such opinion of Group Legal Services of Deutsche Bank AG. In addition,
this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the Indenture
and the authentication of the securities by the authenticating agent and the validity, binding nature and enforceability of the
Indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated as of January 1, 2016,
which has been filed by the Issuer on Form 6-K dated January 4, 2016.
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