Subject
to Completion. Dated November 21, 2017
Deutsche Bank
|
|
Structured
Investments
|
Deutsche Bank AG
$ Annual Review Notes Linked to
the EURO STOXX
®
Banks Index due November 27, 2019
|
General
|
·
|
The notes are designed for investors who seek early exit prior to maturity
at a premium based on the performance of the EURO STOXX
®
Banks Index (the “
Underlying
”). The
notes will be automatically called if, on any of the annual Review Dates, the closing level of the Underlying (in the case of the
first Review Date) or the Final Level (in the case of the final Review Date) is greater than or equal to the Initial Level. If
the notes are automatically called, investors will receive on the applicable Call Settlement Date a return on the notes equal to
the applicable call premium. The notes will cease to be outstanding following an automatic call and no further payments will be
made following the Call Settlement Date.
|
|
·
|
If the notes are not automatically called and the Final Level is greater
than or equal to the Trigger Level (equal to 75.00% of the Initial Level), for each $1,000 Face Amount of notes, investors will
receive at maturity the Face Amount. However, if the notes are not automatically called and the Final Level is less than the Trigger
Level, for each $1,000 Face Amount of notes, investors will lose 1.00% of the Face Amount for every 1.00% by which the Final Level
is less than the Initial Level. The notes do not pay any coupons or dividends and investors should be willing to lose a significant
portion or all of their investment if the notes are not automatically called and the Final Level is less than the Trigger Level.
Any payment on the notes is subject to the credit of the Issuer.
|
|
·
|
The first Review Date, and therefore the earliest date on which an
Automatic Call may be initiated, is December 7, 2018.
|
|
·
|
Senior unsecured obligations of Deutsche Bank AG due November 27, 2019
|
|
·
|
Minimum purchase of $10,000. Minimum denominations of $1,000 (the “
Face
Amount
”) and integral multiples thereof.
|
|
·
|
The notes are expected to price on or about November 22, 2017 (the
“
Trade Date
”) and are expected to settle on or about November 28, 2017 (the “
Settlement Date
”).
|
Key
Terms
Issuer:
|
Deutsche Bank AG, London Branch
|
Issue Price:
|
100% of the Face Amount
|
Underlying:
|
EURO STOXX
®
Banks Index (Ticker: SX7E)
|
Automatic Call:
|
The notes will be automatically called by the Issuer if, on any of the annual Review Dates, the closing level of the Underlying (in the case of the first Review Date) or the Final Level (in the case of the final Review Date) is greater than or equal to the Initial Level.
|
(
Key Terms continued on next page
)
Investing in the notes 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 9 of this pricing supplement
.
The Issuer
’
s estimated value of the notes on
the Trade Date is approximately $956.40 to $976.40 per $1,000 Face Amount of notes
,
which is less than the Issue Price
.
Please see
“
Issuer
’
s Estimated Value of the Notes
”
on page 3 of this pricing supplement
for additional information
.
By acquiring the notes
,
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 notes or the conversion of the notes
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 notes
.
Please see
“
Resolution Measures and Deemed Agreement
”
on page 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 notes 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
(1)
|
Fees
(1) (2)
|
Proceeds to Issuer
|
Per Note
|
$1,000.00
|
$15.00
|
$985.00
|
Total
|
$
|
$
|
$
|
|
(1)
|
JPMorgan Chase Bank,
N.A. and J.P. Morgan Securities LLC, which we refer to as JPMS LLC, or one of its affiliates will act as placement agents for
the notes. The placement agents will forgo fees for sales to fiduciary accounts. The total fees represent the amount that the
placement agents receive from sales to accounts other than such fiduciary accounts. The placement agents will receive a fee from
the Issuer that will not exceed $15.00 per $1,000 Face Amount of notes.
|
|
(2
|
Please see
“Supplemental
Plan of Distribution” in this pricing supplement for more information about fees.
|
The notes 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
.
JPMorgan
Placement Agent
November , 2017
(
Key Terms continued from previous page
)
Payment upon an Automatic Call:
|
If the notes are automatically called, you will receive
a cash payment per $1,000 Face Amount of notes on the related Call Settlement Date equal to the Face Amount
plus
the
product
of
the Face Amount and the applicable call premium. The notes will cease to be outstanding following an Automatic Call and
no further payments will be made following the Call Settlement Date. The Review Dates, Call Settlement Dates, call premiums and
the payment due upon an Automatic Call applicable to each Review Date are set forth in the table below.
|
|
Review Date
|
Call Settlement Date
|
Call Premium
*
|
Payment upon an Automatic
Call
(
per $1
,
000
Face Amount of notes
)
|
|
December 7, 2018
|
December 12, 2018
|
16.78%
|
$1,167.80
|
|
November 22, 2019
(
final Averaging Date
)
|
November 27, 2019
(
Maturity Date
)
|
33.56%
|
$1,335.60
|
|
* The actual call premiums applicable to the first and the final Review Dates will be determined on the Trade Date, but will not be less than 16.78% and 33.56%, respectively.
|
|
|
Review Dates
1, 2
:
|
Annually, on the dates set forth in the table under “Payment upon an Automatic Call” above
|
Call Settlement Date
1, 2
:
|
As set forth in the table under “Payment upon an Automatic Call” above
|
Payment at Maturity:
|
If the notes are not automatically called, you will
receive a cash payment at maturity that will depend on the performance of the Underlying on the Averaging Dates:
·
If
the Final Level is
greater than
or
equal to
the Trigger Level
, you will receive a cash payment at maturity per
$1,000 Face Amount of notes equal to the Face Amount.
·
If
the Final Level is
less than
the Trigger Level
, you will receive a cash payment at maturity per $1,000 Face Amount of
notes calculated as follows:
$1,000 + ($1,000 x Underlying
Return)
If the notes are not automatically called and the Final Level
is less than the Trigger Level
,
you will be fully exposed to the negative Underlying Return and
,
for each $1
,
000
Face Amount of notes
,
you will lose 1
.
00% of the Face Amount for every 1
.
00% by which the Final Level is less
than the Initial Level
.
In this circumstance
,
you will lose a significant portion or all of your investment at maturity
.
Any payment at maturity is subject to the credit of the Issuer
.
|
Trigger Level:
|
75.00% of the Initial Level
|
Underlying Return:
|
The performance of the Underlying from the Initial Level to the Final Level, calculated as follows:
|
|
|
|
Final
Level – Initial Level
Initial Level
|
|
|
|
If the notes have not been automatically called
,
the Underlying Return will be negative
.
|
Initial Level:
|
The closing level of the Underlying on the Trade Date
|
Final Level:
|
The arithmetic average of the closing levels of the Underlying on each of the five Averaging Dates
|
Trade Date
2
:
|
November 22, 2017
|
Settlement Date
2
:
|
November 28, 2017
|
Averaging Dates
1, 2
:
|
November 18, 2019, November 19, 2019, November 20, 2019, November 21, 2019 and November 22, 2019
|
Maturity Date
1, 2
:
|
November 27, 2019
|
Listing:
|
The notes will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MFZ9 / US25155MFZ95
|
|
1
|
Subject to adjustment as described under “Description
of Securities — Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement. If a Review
Date is postponed, the related Call Settlement Date will be postponed accordingly as described under “Description of Securities
— Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement.
|
|
2
|
In
the event that we make any changes to the expected Trade Date or Settlement Date, the Review Dates, Call Settlement Dates, Averaging
Dates and Maturity Date may be changed so that the stated term of the notes remains the same.
|
Issuer
’
s
Estimated Value of the Notes
The
Issuer’s estimated value of the notes is equal to the sum of our valuations of the following two components of the notes:
(i) a bond and (ii) an embedded derivative(s). The value of the bond component of the notes 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 notes,
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 notes. 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 notes, reduces the
economic terms of the notes to you and is expected to adversely affect the price at which you may be able to sell the notes 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 notes 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 notes on the Trade Date (as disclosed on the cover of this pricing supplement) is less than
the Issue Price of the notes. The difference between the Issue Price and the Issuer’s estimated value of the notes 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 notes 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 notes on the Trade Date does not represent the price at which we or any of our affiliates
would be willing to purchase your notes 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 notes 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 notes on the Trade Date. Our purchase price, if any, in secondary market transactions will be based on the estimated
value of the notes 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 notes and then-prevailing market conditions. The price
we report to financial reporting services and to distributors of our notes for use on customer account statements would generally
be determined on the same basis. However, during the period of approximately six 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 notes 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 notes 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 notes, 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 notes, 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
notes 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 notes; (ii) convert the notes 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 notes to another
entity, the amendment, modification or variation of the terms and conditions of the notes or the cancellation of the notes. 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 notes, 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 notes 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 notes, 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 notes; 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 notes; (ii)
authorized,
directed and requested The Depository Trust Company (“
DTC
”) and any direct participant in DTC or other intermediary
through which you hold such notes to take any and all necessary action, if required, to implement the imposition of any Resolution
Measure with respect to the notes 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 notes.
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 Notes
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 notes 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 notes.
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:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006546/crt_dp58829-424b2.pdf
|
·
|
Product supplement B dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
|
·
|
Prospectus supplement dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
|
·
|
Prospectus dated April 27, 2016:
|
https://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 notes 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 notes 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 notes.
You may revoke your offer to purchase the notes 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 notes prior to their issuance
.
We will notify you in the event of
any changes to the terms of the notes and you will be asked to accept such changes in connection with your purchase of any notes
.
You may choose to reject such changes
,
in which case we may reject your offer to purchase the notes
.
Hypothetical
Examples
The following table illustrates the
hypothetical
payments
on the notes upon an Automatic Call or at maturity. The table below is based on the following assumptions:
Trigger Level*:
|
75.00% of the Initial Level
|
Call premiums*:
|
16.78% and 33.56% for the first and the final Review Dates, respectively
|
* The actual Initial Level, Trigger Level and call
premiums will be determined on the Trade Date.
There will be only one payment on the notes, either at maturity
or, due to an Automatic Call, on a Call Settlement Date. An entry of “N/A” in the table below indicates that the notes
would not be called on the applicable Review Date and no payment would be made on the corresponding Call Settlement Date. The hypothetical
returns set forth below are for illustrative purposes only. The actual return will be based on the closing level of the Underlying
on the first Review Date and the Final Level on the final Review Date. The numbers appearing in the table and examples below may
have been rounded for ease of analysis. You should consider carefully whether the notes are suitable to your investment goals.
Hypothetical
Appreciation
/
Depreciation of the Underlying on Each Review Date (%)
|
Hypothetical
Return on First Review Date (%)*
|
Hypothetical
Return on Final Review Date (%)*
|
100.00%
|
16.78%
|
33.56%
|
90.00%
|
16.78%
|
33.56%
|
80.00%
|
16.78%
|
33.56%
|
70.00%
|
16.78%
|
33.56%
|
60.00%
|
16.78%
|
33.56%
|
50.00%
|
16.78%
|
33.56%
|
40.00%
|
16.78%
|
33.56%
|
30.00%
|
16.78%
|
33.56%
|
20.00%
|
16.78%
|
33.56%
|
10.00%
|
16.78%
|
33.56%
|
0.00%
|
16.78%
|
33.56%
|
-5.00%
|
N/A
|
0.00%
|
-10.00%
|
N/A
|
0.00%
|
-15.00%
|
N/A
|
0.00%
|
-20.00%
|
N/A
|
0.00%
|
-25.00%
|
N/A
|
0.00%
|
-26.00%
|
N/A
|
-26.00%
|
-30.00%
|
N/A
|
-30.00%
|
-40.00%
|
N/A
|
-40.00%
|
-50.00%
|
N/A
|
-50.00%
|
-60.00%
|
N/A
|
-60.00%
|
-70.00%
|
N/A
|
-70.00%
|
-80.00%
|
N/A
|
-80.00%
|
-90.00%
|
N/A
|
-90.00%
|
-100.00%
|
N/A
|
-100.00%
|
|
*
|
If the notes are automatically called, payable on the
corresponding Call Settlement Date. If the notes are not automatically called, payable on the Maturity Date.
|
Hypothetical Examples of Amounts Payable on
the Notes
The following hypothetical examples illustrate how the returns
set forth in the table above are calculated.
Example 1: The closing level of the Underlying is 150.00%
of the Initial Level on the first Review Date.
Because the closing level of the Underlying on the first Review Date is greater
than the Initial Level, the notes are automatically called on the first Review Date. The investor will receive a single cash payment
of $1,167.80 per $1,000 Face Amount of notes on the corresponding Call Settlement Date despite the significant increase of the
closing level of the Underlying on the first Review Date from the Initial Level. There will be no further payments on the notes.
Example 2: The closing level of the Underlying is 95.00% of
the Initial Level on the first Review Date and the Final Level is 150.00% of the Initial Level on the final Review Date.
Because
the closing level of the Underlying on the first Review Date is less than the Initial Level, the notes are not automatically called
on the first Review Date. Because the Final Level is greater than the Initial Level on the final Review Date, the notes are automatically
called on the final Review Date. The investor will receive a single cash payment of $1,335.60 per $1,000 Face Amount of notes on
the corresponding Call Settlement Date despite the significant increase of the Final Level from the Initial Level. There will be
no further payments on the notes.
Example 3: The closing level of the Underlying is 95.00% of
the Initial Level on the first Review Date and the Final Level is 80.00% of the Initial Level on the final Review Date, resulting
in an Underlying Return of -20.00%.
Because the closing level of the Underlying on the first Review Date and the Final Level
on the final Review Date are less than the Initial Level, the notes are not automatically called. Because the Final Level is greater
than the Trigger Level (75.00% of the Initial Level), the investor will receive a single cash payment of $1,000.00 per $1,000 Face
Amount of notes on the Maturity Date.
Example 4: The closing level of the Underlying is 95.00% of
the Initial Level on the first Review Date and the Final Level is 50.00% of the Initial Level on the final Review Date, resulting
in an Underlying Return of -50.00%.
Because the closing level of the Underlying on the first Review Date and the Final Level
on the final Review Date are less than the Initial Level, the notes are not automatically called. Because the Final Level is less
than the Trigger Level, the investor will receive a single cash payment of $500.00 per $1,000 Face Amount of notes on the Maturity
Date, calculated as follows:
$1,000 + ($1,000 x Underlying Return)
$1,000 + ($1,000 x -50.00%) = $500.00
Selected
Purchase Considerations
|
·
|
STEP
-
UP APPRECIATION POTENTIAL IF THE NOTES ARE AUTOMATICALLY
CALLED
— If the closing level of the Underlying on the first Review Date or the Final Level on the final Review Date
is greater than or equal to the Initial Level, the notes will be automatically called and you will receive a return on the notes
equal to the call premium applicable to such Review Date. The actual call premiums applicable to the first and the final Review
Dates will be determined on the Trade Date, but will not be less than 16.78% and 33.56%, respectively.
Any payment on the notes
is subject to our ability to satisfy our obligations as they become due.
|
|
·
|
LIMITED PROTECTION AGAINST LOSS
— If the notes are not
automatically called and the Final Level is greater than or equal to the Trigger Level, for each $1,000 Face Amount of notes, you
will receive the Face Amount at maturity. However, if the Final Level is less than the Trigger Level, you will be fully exposed
to the negative Underlying Return and, for each $1,000 Face Amount of notes, you will lose 1.00% of the Face Amount for every 1.00%
by which the Final Level is less than the Initial Level. In this circumstance, you will lose a significant portion or all of your
investment in the notes.
|
|
·
|
POTENTIAL EARLY EXIT WITH APPRECIATION AS A RESULT OF THE AUTOMATIC
CALL FEATURE
— While the original term of the notes is approximately two years, the notes will be automatically called
before maturity if the closing level of the Underlying on the first Review Date is greater than or equal to the Initial Level,
and you will receive the applicable payment corresponding to that Review Date, as set forth on the cover of this pricing supplement.
|
|
·
|
RETURN LINKED TO THE PERFORMANCE OF THE EURO STOXX
®
BANKS INDEX
— The return on the notes, which may be positive, zero or negative, is linked to the performance of the EURO
STOXX
®
Banks Index as described herein. The EURO STOXX
®
Banks Index is a free float market capitalization
index which currently includes 28 stocks of banks that are market sector leaders mainly from twelve countries in the Eurozone:
Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain.
This is
only a summary of the EURO STOXX
®
Banks Index
.
For more information on the EURO STOXX
®
Banks Index
,
including information concerning its composition
,
calculation methodology and adjustment policy
,
please see the section entitled
“
The STOXX Indices — The EURO STOXX
®
Banks Index
”
in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
|
|
•
|
TAX CONSEQUENCES
— In the opinion of our
special tax counsel, Davis Polk & Wardwell LLP, which is based on prevailing market conditions, it is more likely than not
that the notes will be treated for U.S. federal income tax purposes as prepaid financial contracts that are not debt. Generally,
if this treatment is respected, (i) you should not recognize taxable income or loss prior to the maturity or other taxable disposition
of your notes and (ii) the gain or loss on your notes should be capital gain or loss and should be long-term capital gain or loss
if you have held the notes for more than one year. The Internal Revenue Service (the “
IRS
”) or a court might
not agree with this treatment, however, in which case the timing and character of income or loss on your notes could be materially
and adversely affected.
|
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. The notice focuses in particular on whether beneficial owners of these instruments should be required
to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character
of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to
which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. persons
should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership”
regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional
interest charge. While the notice requests comments on appropriate transition rules and effective dates, 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 notes, possibly with retroactive effect.
Withholding under legislation commonly referred to
as “FATCA” might (if the notes were recharacterized as debt instruments) apply to amounts treated as interest paid
with respect to the notes, as well as to payments of gross proceeds of a taxable disposition, including upon an automatic call
or at maturity, of a note. However, under a recent IRS notice, this regime will not apply to payments of gross proceeds (other
than any amount treated as interest) with respect to dispositions occurring before January 1, 2019. You should consult your tax
adviser regarding the potential application of FATCA to the notes.
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, we expect that Section 871(m) will not apply to the notes 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. If
necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement
for the notes. You should consult your tax adviser regarding the potential application of Section 871(m) to the notes.
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 notes.
Under current law, the United Kingdom will not impose
withholding tax on payments made with respect to the notes.
For a discussion of certain German tax considerations
relating to the notes, 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 notes (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.
Selected
Risk Considerations
An investment in the notes involves significant risks. Investing
in the notes is not equivalent to investing directly in the stocks composing the Underlying. 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 NOTES MAY RESULT IN A LOSS
— The notes do not guarantee any return of your investment.
The return on the notes at maturity is linked to the performance of the Underlying and will depend on whether the notes are automatically
called and whether the Final Level is less than the Trigger Level, as applicable. If the notes are not automatically called and
the Final Level is less than the Trigger Level, you will be fully exposed to the negative Underlying Return and, for each $1,000
Face Amount of notes, you will lose 1.00% of the Face Amount for every 1.00%
|
by
which the Final Level is less than the Initial Level. In this circumstance, you will lose a significant portion or all of your
investment at maturity.
Any payment on the notes is subject to our ability to satisfy our obligations as they become due
.
|
·
|
YOUR MAXIMUM GAIN ON THE NOTES IS LIMITED TO THE APPLICABLE CALL PREMIUM
— If the closing level of the Underlying
on the first Review Date or the Final Level on the final Review Date is greater than or equal to the Initial Level, the notes will
be automatically called and you will receive on the applicable Call Settlement Date a payment per $1,000 Face Amount of notes equal
to the Face Amount
plus
the
product of
the Face Amount and the applicable call premium, regardless of the increase
in the level of the Underlying, which may be significant. The actual call premiums applicable to the first and the final Review
Dates will be determined on the Trade Date, but will not be less than 16.78% and 33.56%, respectively. Accordingly, the maximum
return on the notes will be limited to the call premium of 33.56% for the final Review Date. The level of the Underlying at various
times during the term of the notes could be higher than the closing levels of the Underlying on the annual Review Dates and/or
the Averaging Dates. Because the call premiums are fixed amounts, you may receive a lower payment upon an Automatic Call or at
maturity than you would if you had invested directly in the Underlying.
|
|
·
|
REINVESTMENT RISK
— If the notes are automatically called, the term of the notes may be reduced to as short as
approximately one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the notes at
a comparable return for a similar level of risk in the event the notes are automatically called prior to the Maturity Date.
|
|
·
|
HIGHER CALL PREMIUMS OR A LOWER TRIGGER LEVEL MAY REFLECT A GREATER EXPECTED VOLATILITY OF THE UNDERLYING
,
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 notes are set
on the Trade Date, the greater the expectation is at that time that the Final Level may be less than the Trigger Level (resulting
in a loss of a significant portion or all of your initial investment). In addition, the economic terms of the notes, including
the Trigger Level and the call premiums, are based, in part, on the expected volatility of the Underlying at the time the terms
of the notes are set on the Trade Date, where higher expected volatility will generally lead to higher call premiums or a lower
Trigger Level. Accordingly, higher call premiums as compared with the expected return on our conventional fixed income notes with
a similar maturity or the expected return on our other similarly structured notes will generally indicate a greater risk of loss,
while a lower Trigger Level as compared with otherwise comparable securities does not necessarily indicate that the notes have
a greater likelihood of returning your investment at maturity. You should be willing to accept the downside market risk of
the Underlying and the potential loss of a significant portion or all of your initial investment at maturity.
|
|
·
|
THE NOTES DO NOT PAY ANY COUPONS
— Unlike ordinary debt securities, the notes do not pay any coupons and do not
guarantee any return of your investment at maturity.
|
|
·
|
THE NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
— The notes 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 notes 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 notes. As a result, the actual and perceived creditworthiness of Deutsche
Bank AG will affect the value of the notes 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 notes and you could lose your entire
investment.
|
|
·
|
THE NOTES 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 notes 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 notes; converting the notes 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 notes to another entity, amending, modifying or varying the terms and conditions of the notes or cancelling the notes. 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 notes offered herein to be classified as Structured Debt Securities, but the competent regulatory authority or court
may classify the notes 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 notes 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 notes, 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 notes 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 notes, under the Indenture or for the purposes of, but only
to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the notes are subject to any Resolution Measure,
secondary market trading in the notes 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 notes, 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 notes.
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 NOTES ON
THE TRADE DATE WILL BE LESS THAN THE ISSUE PRICE OF THE NOTES
— The Issuer’s estimated value of the notes on the
Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the notes. The difference between
the Issue Price and the Issuer’s estimated value of the notes 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 notes 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 notes 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 notes, reduces the economic terms of the notes
to you and is expected to adversely affect the price at which you may be able to sell the notes 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 notes or otherwise value your notes, that
price or value may differ materially from the estimated value of the notes 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 notes in the secondary market.
|
·
|
INVESTING IN THE NOTES IS NOT THE SAME AS INVESTING IN THE STOCKS COMPOSING THE UNDERLYING
— The return on the
notes may not reflect the return you would have realized if you had directly invested in the stocks composing the Underlying. For
instance, your return on the notes will be limited to the call premiums regardless of any increase in the level of the Underlying,
which could be significant.
|
|
·
|
IF THE LEVEL OF THE UNDERLYING CHANGES
,
THE VALUE OF YOUR NOTES MAY NOT CHANGE IN THE SAME MANNER
— Your
notes may trade quite differently from the level of the Underlying. Changes in the level of the Underlying may not result in comparable
changes in the value of your notes.
|
|
·
|
NO DIVIDEND PAYMENTS OR VOTING RIGHTS
— As a holder of the notes, you will not have any voting rights or rights
to receive cash dividends or other distributions or other rights that holders of the stocks composing the Underlying would have.
|
|
·
|
The UNDERLYING Reflects the Price Return of the Stocks Composing the UNDERLYING
,
Not THEIR Total Return including all dividends and other distributions
— The Underlying reflects the changes
in the market prices of the stocks composing the Underlying. The Underlying is not, however, a “total return” index,
which, in addition to reflecting those price returns, would also reflect the reinvestment of all dividends and other distributions
paid on the stocks composing the Underlying.
|
|
·
|
THERE ARE RISKS ASSOCIATED WITH INVESTMENTS IN NOTES LINKED TO THE VALUES OF EQUITY SECURITIES ISSUED BY NON
-
U
.
S
.
COMPANIES
— The Underlying includes component stocks that are issued by companies incorporated outside of the U.S.
Because the component stocks also trade outside the U.S., the notes 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 level of the Underlying
and, thus, the value of your notes. 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. Specifically, the stocks included in the Underlying are issued by companies
located in countries within the Eurozone, some of which are and have been experiencing economic stress.
|
|
·
|
THE STOCKS INCLUDED IN THE UNDERLYING ARE SUBJECT TO RISKS ASSOCIATED WITH THE BANKING SECTOR OF THE EUROZONE EQUITY MARKET
— All or substantially all of the stocks included in the Underlying are issued by companies whose primary line of business
is directly associated with the banking sector of the Eurozone equity market. The performance of companies in the banking sector
of the Eurozone equity market may be affected by governmental
|
investigations
and regulation that may impose compliance costs and/or limit the amount and types of loans and other financial commitments that
banks can make, the interest rates and fees they can charge and the amount of capital they must maintain. Profitability is largely
dependent on the availability and cost of capital funds, and can fluctuate significantly when interest rates change. Economic
conditions in the Eurozone, including credit losses resulting from financial difficulties of borrowers, can negatively impact
the banking sector of the Eurozone equity market. Banks may also be subject to severe price competition. The banking industry
is highly competitive, and thus, failure to maintain or increase market share may adversely affect profitability. These factors,
or the absence of such factors, could cause a downturn in the bank industries and could cause the value of some or all of the
stocks included in the Underlying to decline during the term of the notes, which may adversely affect the value of your notes.
|
·
|
THERE ARE RISKS ASSOCIATED WITH INVESTMENTS IN SECURITIES WITH CONCENTRATION IN A SINGLE INDUSTRY
— The stocks
included in the Underlying are stocks of companies representing the banking sector of the Eurozone equity market. The securities
included in the Underlying may be subject to increased price volatility, as they are concentrated in a single industry and may
be more susceptible to economic, market, political or regulatory occurrences affecting that industry.
These factors
could cause or contribute to large movements in the level of the Underlying, which may adversely affect the value of the notes.
|
|
·
|
WE ARE ONE OF THE COMPANIES THAT MAKE UP THE UNDERLYING
— We are
one of the companies that make up the Underlying. To our knowledge, we are not currently affiliated with any of the other companies
the equity securities of which are represented in the Underlying. As a result, we will have no ability to control the actions of
such other companies, including actions that could affect the value of the equity securities composing the Underlying or your notes.
None of the other companies represented in the Underlying will be involved in the offering of the notes in any way. Neither they
nor we will have any obligation to consider your interests as a holder of the notes in taking any corporate actions that might
affect the value of your notes.
|
|
·
|
THE PERFORMANCE OF THE UNDERLYING WILL NOT BE ADJUSTED FOR CHANGES IN THE EURO RELATIVE TO THE U
.
S
.
DOLLAR
— The Underlying is composed of stocks denominated in euro. Because the level of the Underlying is also calculated
in euro (and not in U.S. dollars), the performance of the Underlying will not be adjusted for exchange rate fluctuations between
the U.S. dollar and the euro. Therefore, if the euro strengthens or weakens relative to the U.S. dollar over the term of the notes,
you will not receive any additional payment or incur any reduction in your return on the notes.
|
|
·
|
THE Sponsor OF The Underlying may adjust The Underlying in ways that affect the
level of The Underlying and has NO obligation to consider your interests
— The sponsor of the Underlying (the
“
Index Sponsor
”
)
is responsible for calculating and maintaining the Underlying. The Index Sponsor can add, delete or substitute the components of
the Underlying or make other methodological changes that could change the level of the Underlying. You should realize that the
changing of such Underlying components may affect the Underlying, 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 Underlying. Any of these actions could adversely affect the value of, and your return on, the
notes. The Index Sponsor has no obligation to consider your interests in calculating or revising the Underlying.
|
|
·
|
PAST PERFORMANCE OF THE UNDERLYING IS NO GUIDE TO FUTURE PERFORMANCE
— The actual performance of the Underlying
over the term of the notes may bear little relation to the historical closing levels of the Underlying and/or the hypothetical
examples set forth elsewhere in this pricing supplement. We cannot predict the future performance of the Underlying or whether
the performance of the Underlying will result in the return of any of your investment.
|
|
·
|
ASSUMING NO CHANGES IN MARKET CONDITIONS AND OTHER RELEVANT FACTORS
,
THE PRICE YOU MAY RECEIVE FOR YOUR NOTES IN SECONDARY MARKET TRANSACTIONS WOULD GENERALLY BE LOWER THAN BOTH THE ISSUE PRICE
AND THE ISSUER
’
S ESTIMATED VALUE OF THE NOTES ON THE
TRADE DATE
— While the payment(s) on the notes described in this pricing supplement is based on the full Face Amount
of notes, the Issuer’s estimated value of the notes on the Trade Date (as disclosed on the cover of this pricing supplement)
is less than the Issue Price of the notes. The Issuer’s estimated value of the notes on the Trade Date does not represent
the price at which we or any of our affiliates would be willing to purchase your notes 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 notes 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 notes on the Trade Date. Our purchase price, if any, in secondary
market transactions would be based on the estimated value of the notes 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 notes and then-prevailing market conditions. The price we report to financial reporting services and to distributors of our
notes for use on customer account statements would generally be determined on the same basis. However, during the period of approximately
six 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 notes 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.
In addition to the factors discussed above, the value
of the notes 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 notes, 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 notes are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your notes to maturity.
|
·
|
THE NOTES WILL NOT BE LISTED AND THERE WILL LIKELY BE LIMITED LIQUIDITY
— The notes will not be listed on any
securities exchange. There may be little or no secondary market for the notes. We or our affiliates intend to act as market makers
for the notes 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 notes 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 notes, the price at which you may be able to sell
your notes is likely to depend on the price, if any, at which we or our affiliates are willing to buy the notes. 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 notes.
If you have to sell your notes 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 level of the Underlying has increased since the Trade Date.
|
|
·
|
MANY ECONOMIC AND MARKET FACTORS WILL AFFECT THE VALUE OF THE NOTES
— While we expect that, generally, the level
of the Underlying will affect the value of the notes more than any other single factor, the value of the notes prior to maturity
will also be affected by a number of other factors that may either offset or magnify each other, including:
|
|
o
|
the expected volatility of the Underlying;
|
|
o
|
the time remaining to the maturity of the notes;
|
|
o
|
the market prices and dividend rates of the stocks composing
the Underlying;
|
|
o
|
the composition of the Underlying;
|
|
o
|
interest rates and yields in the markets generally;
|
|
o
|
geopolitical conditions and economic, financial, political,
regulatory or judicial events that affect the Underlying or the markets generally;
|
|
o
|
supply and demand for the notes; and
|
|
o
|
our creditworthiness, including actual or anticipated
downgrades in our credit ratings.
|
During the term of the notes, it is possible that their
value may decline significantly due to the factors described above even if the level of the Underlying remains unchanged from the
Initial Level, and any sale prior to the Maturity Date could result in a substantial loss to you. You must hold the notes to maturity
to receive the stated payout from the Issuer.
|
·
|
TRADING AND OTHER TRANSACTIONS BY
US
,
JPMORGAN CHASE & CO
.
OR OUR OR ITS AFFILIATES IN THE
EQUITY AND EQUITY DERIVATIVE MARKETS MAY IMPAIR THE VALUE OF THE NOTES
— We or our affiliates expect to hedge our exposure
from the notes by entering into equity and equity derivative transactions, such as over-the-counter options, futures or exchange-traded
instruments. We, JPMorgan Chase & Co. or our or its affiliates may also engage in trading in instruments linked or related
to the Underlying 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 level of the
|
Underlying
and, therefore, make it less likely that you will receive a positive return on your investment in the notes. It is possible that
we, JPMorgan Chase & Co. or our or its affiliates could receive substantial returns from these hedging and trading activities
while the value of the notes declines. We, JPMorgan Chase & Co. or our or its affiliates may also issue or underwrite other
securities or financial or derivative instruments with returns linked or related to the Underlying. To the extent that we, JPMorgan
Chase & Co. or our or its affiliates serve as issuer, agent or underwriter for such securities or financial or derivative
instruments, our, JPMorgan Chase & Co.’s or our or its affiliates’ interests with respect to such products may
be adverse to those of the holders of the notes. Introducing competing products into the marketplace in this manner could adversely
affect the level of the Underlying and the value of the notes. 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 notes
.
|
·
|
WE
,
JPMORGAN
CHASE & CO
.
OR OUR OR ITS AFFILIATES MAY PUBLISH RESEARCH
,
EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE NOTES
.
ANY SUCH RESEARCH
,
OPINIONS OR RECOMMENDATIONS COULD ADVERSELY
AFFECT THE LEVEL OF THE UNDERLYING AND THE VALUE OF THE NOTES
— We, JPMorgan Chase & Co. or our or its affiliates
may publish research from time to time on financial markets and other matters that could adversely affect the level of the Underlying
and the value of the notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the
notes. Any research, opinions or recommendations expressed by us, JPMorgan Chase & Co. or our or its 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 notes and the Underlying
.
|
|
·
|
POTENTIAL CONFLICTS OF INTEREST
— We and our affiliates play a variety of roles in connection with the issuance
of the notes, including acting as calculation agent, hedging our obligations under the notes and determining the Issuer’s
estimated value of the notes on the Trade Date and the price, if any, at which we or our affiliates would be willing to purchase
the notes 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 notes. The calculation agent will determine, among other things,
all values, prices and levels required to be determined for the purposes of the notes on any relevant date or time. The calculation
agent will also be responsible for determining whether a market disruption event has occurred as well as, in some circumstances,
the prices or levels related to the Underlying that affect whether the notes are automatically called. Any determination by the
calculation agent could adversely affect the return on the notes.
|
|
·
|
THE U
.
S
.
FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE NOTES ARE UNCERTAIN
— There is no direct legal authority regarding
the proper U.S. federal income tax treatment of the notes, and we do not plan to request a ruling from the IRS. Consequently, significant
aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the notes
as prepaid financial contracts that are not debt. If the IRS were successful in asserting an alternative treatment for the notes,
the tax consequences of ownership and disposition of the notes 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. 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 notes, 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 notes (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.
|