DB Platinum, DB Platinum is a registered trademark of Deutsche Bank AG VISA 2013/90638-3284-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 2013-06-13 Commission de Surveillance du Secteur Financier Prospectus June 2013 A16611562//0.21
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INTRODUCTION General DB Platinum IV (the Company ) is registered in the Grand-Duchy of Luxembourg as an undertaking for collective investment pursuant to Part I of the law of 17 December 2010 relating to undertakings for collective investment, as may be amended (the Law ). The Company qualifies as an undertaking for collective investment in transferable Securities ( UCITS ) under article 1(2) of the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities as may be amended (the UCITS Directive ) and may therefore be offered for sale in each member state of the European Union ( EU Member State ), subject to registration. The Company is presently structured as an umbrella fund to provide both institutional and retail investors with a variety of sub-funds (the Sub-Funds or individually a Sub-Fund ) of which the performance may be linked partially or in full to the performance of an underlying asset, such as, for instance, a basket of securities or an index (the Underlying Asset ). The registration of the Company does not constitute a warranty by any supervisory authority as to the performance or the quality of the shares issued by the Company (the Shares ). Any representation to the contrary is unauthorised and unlawful. Listing on a Stock Exchange Application may be made to list certain Classes of the Shares on (i) the Luxembourg Stock Exchange and/or (ii) the Frankfurt Stock Exchange and/or (iii) the Stuttgart Stock Exchange and/or (iv) any other stock exchange as determined by the board of directors of the Company (the Board of Directors ). The approval of any listing particulars pursuant to the listing requirements of the relevant stock exchange does not constitute a warranty or representation by such stock exchange as to the competence of the service providers or as to the adequacy of information contained in the listing particulars or the suitability of the Shares for investment or for any other purpose. Selling and Transfer Restrictions None of the Shares has been or will be registered under the United States Securities Act of 1933, as amended (the 1933 Act ), or under the securities laws of any state or political sub-division of the United States of America or any of its territories, possessions or other areas subject to its jurisdiction including the Commonwealth of Puerto Rico (the United States ), and such Shares may not be offered, sold or otherwise transferred in the United States. The Shares are being offered and sold in reliance on an exemption from the registration requirements of the 1933 Act pursuant to Regulation S thereunder. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended, nor under any other United States federal laws. Accordingly, Shares are not being offered or sold within the United States or to or for the account of U.S. persons (as defined for purposes of the United States federal securities, commodities and tax laws, including Regulation S under the 1933 Act) (together US Persons ). Subsequent transfers of Shares within the United States or to US Persons are prohibited (please see the compulsory redemption provisions under the section Redemption of Shares - Procedure for Direct Redemption below). The Shares have not been approved or disapproved by the United States Securities and Exchange Commission (the SEC ) or any other regulatory agency in the United States, nor has the SEC or any other regulatory agency in the United States passed upon the accuracy or adequacy of this Prospectus or the merits of the Shares. Any representation to the contrary is a criminal offence. The United States Commodity Futures Trading Commission has not reviewed or approved this offering or any offering memorandum for the Company. No person is authorised to make any representation other than as contained in the Prospectus or in the documents referred to in the Prospectus (as defined under Definitions ). Such documents are available to the public at the registered office of the Company which is located at, 69, route d Esch, L-1470 Luxembourg. This Prospectus may not be distributed into the United States. The distribution of this Prospectus and the offering of the Shares may also be restricted in certain other jurisdictions. Pursuant to the Distribution Agreement, the Company will appoint one distributor who will have the overall responsibility for marketing the Shares (the Distributor ). The Distribution Agreement permits the Distributor to appoint other distributors or dealers for the distribution of Shares in certain jurisdictions (each a Sub-Distributor ) and to determine whether the selling or redemption commissions shall revert to the Distributor or to the Sub-Distributor(s). Shares may also be purchased directly from the Company on the terms as defined in the relevant product annex describing each Sub-Fund (the Product Annex ). Information on the Sub-Distributors can be found in the country annex and/or the marketing material setting out information relevant for the jurisdictions in which the Shares are offered for subscription. The Sub-Distributors may not offset the orders received or carry out any duties connected to the individual processing of the subscription, redemption and conversion orders. Please also see the section below on Certain considerations for retail Shareholders purchasing Shares through the Distributor. Marketing Rules Subscriptions can be accepted only on the basis of the latest available version of this Prospectus, which is valid only if accompanied by a copy of the Company's latest annual report (the Annual Report ) containing the audited accounts, semi-annual report (the Semi-annual Report ) and (where required by 3
law or any applicable stock exchange listing rules) the quarterly report (the Quarterly Report ) provided such reports are published after the latest Annual Report. The Annual Report and the Semi-annual Report form an integral part of the Prospectus. Prospective investors should review this Prospectus carefully, in its entirety and consult with their legal, tax and financial advisers in relation to (i) the legal and regulatory requirements within their own countries of residence or nationality for the subscribing, purchasing, holding, converting, redeeming or disposing of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the subscribing, purchasing, holding, converting, redeeming or disposing of Shares; (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, converting, redeeming or disposing of Shares; and (iv) any other consequences of such activities. Investors that have any doubt about the contents of this document should consult their stockbroker, bank manager, solicitor, accountant, tax, or other financial adviser. No person has been authorised to give any information or to make any representation in connection with the offering of Shares other than those contained in this Prospectus, and the reports referred to above and, if given or made, such information or representation must not be relied upon as having been authorised by the Company. To reflect material changes, this document may be updated from time to time and investors should investigate whether any more recent Prospectus is available. Responsibility for the Prospectus The Board of Directors has taken all reasonable care to ensure that at the date of publication of this Prospectus the information contained herein is accurate and complete in all material respects. The Board of Directors accepts responsibility accordingly. Currency References All references in the Prospectus to USD refer to the currency of the United States of America; to euro or EUR refer to the currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Economic Community (signed in Rome on 25 March 1957), as amended; to JPY or Yen refer to the currency of Japan; to GBP refer to the currency of the United Kingdom, to CHF refer to the currency of Switzerland, to SEK refer to the currency of Sweden and/or such other currency as defined in the Product Annex. Date The date of this Prospectus is June 2013. 4
TABLE OF CONTENTS INTRODUCTION... 3 General... 3 Listing on a Stock Exchange... 3 Selling and Transfer Restrictions... 3 Marketing Rules... 3 Responsibility for the Prospectus... 4 Currency References... 4 Date... 4 TABLE OF CONTENTS... 5 MANAGEMENT & ADMINISTRATION... 7 DEFINITIONS... 9 EXECUTIVE SUMMARY... 16 STRUCTURE... 19 The Sub-Funds... 19 The Classes of Shares... 19 INVESTMENT OBJECTIVES AND POLICIES... 20 Sub-Funds with an Indirect Investment Policy... 20 Sub-Funds with a Direct Investment Policy... 20 Change of Underlying Asset... 22 TYPOLOGY OF RISK PROFILES... 23 INVESTMENT RESTRICTIONS... 24 RISK FACTORS... 32 I. Introduction... 32 II. General Risk Factors... 32 III. Use of Derivatives... 42 IV. Additional Risk Factors when investing in Shares listed on a Stock Exchange... 43 V. Specific Risks Relating to Sub-Funds with a Direct Investment Policy... 44 VI. Certain Hedging Considerations... 45 VII. Specific Restrictions in Connection with the Shares... 45 VIII. Market Disruption Events & Settlement Disruption Events... 46 IX. Potential Conflicts of Interest... 46 X. Taxation... 47 XI. Regulatory Reforms... 47 XII. Change of Law... 48 XIII. Political Factors... 48 ADMINISTRATION OF THE COMPANY... 49 Co-Management... 49 Determination of the Net Asset Value... 49 Temporary Suspension of Calculation of Net Asset Value and of Issues, Redemptions and Conversions... 51 Publication of the Net Asset Value... 52 ISSUE OF SHARES AND SUBSCRIPTION... 53 Issuing of Shares... 53 Subscription in Cash or in Kind... 53 Initial Issue Price of Shares... 53 Minimum Initial and Subsequent Subscriptions and Minimum Holding Requirements... 53 Authorised Account for Shares of Class E... 53 Direct Subscriptions via the Company... 54 Subscriptions via the Distributor or the Sub-Distributors... 54 Refusal of Subscription... 54 Deferral of Subscriptions... 55 Processing of Direct Subscriptions to the Company... 55 Processing of Subscriptions via the Distributor or the Sub-Distributors... 56 Form of the Shares and Register... 56 REDEMPTION OF SHARES... 58 Redemption Price... 58 Redemption Size... 58 Procedure for Direct Redemption... 58 5
Redemption Procedure with the Distributor or the Sub-Distributors... 60 Temporary Suspension of Redemption... 60 Special Procedure for Cash Redemptions Representing 10% or more of the Net Asset Value of any Sub-Fund... 60 CONVERSION OF SHARES... 62 Direct Application for Conversions... 62 Application via the Distributor or the Sub-Distributors... 62 Conversion Formula... 62 PROHIBITION OF LATE TRADING AND MARKET TIMING... 64 FEES AND EXPENSES... 65 Dealing Fees Payable by Investors... 65 Fees and Expenses Payable by the Company... 66 GENERAL TAXATION... 69 Warning... 69 The Company... 69 The Shareholders... 69 GENERAL INFORMATION ON THE COMPANY AND THE SHARES... 71 I. The Shares... 71 II. The Company... 71 MANAGEMENT AND ADMINISTRATION OF THE COMPANY... 75 The Board of Directors... 75 The Management Company... 75 Certain Transitional Arrangements... 76 The Custodian... 76 The Administrative Agent, Paying Agent, Domiciliary Agent and Listing Agent... 77 The Registrar and Transfer Agent... 77 The Auditor of the Company... 78 The Legal Adviser of the Company as to Luxembourg Law... 78 Deutsche Bank AG and Deutsche Bank AG, London Branch... 78 Certain considerations for retail Shareholders purchasing Shares through the Distributor... 78 PRODUCT ANNEX 1: DB PLATINUM IV DYNAMIC BOND PORTFOLIO... 80 PRODUCT ANNEX 2: DB PLATINUM IV DYNAMIC ALTERNATIVE PORTFOLIO... 85 PRODUCT ANNEX 3: DB PLATINUM IV SOVEREIGN PLUS... 95 PRODUCT ANNEX 4: DB PLATINUM IV DYNAMIC BOND PLUS... 100 PRODUCT ANNEX 5: DB PLATINUM IV DYNAMIC BOND STABILITÄT PLUS... 106 PRODUCT ANNEX 6: DB PLATINUM IV DYNAMIC CASH... 112 PRODUCT ANNEX 7: DB PLATINUM IV SKANDIA LEADER SHEEP 2014/I... 118 PRODUCT ANNEX 8: DB PLATINUM IV CROCI EURO... 122 PRODUCT ANNEX 9: DB PLATINUM IV CROCI US... 128 PRODUCT ANNEX 10: DB PLATINUM IV CROCI JAPAN... 137 PRODUCT ANNEX 11: DB PLATINUM IV SKANDIA LEADER SHEEP 2015/I... 145 PRODUCT ANNEX 12: DB PLATINUM IV SOVEREIGN OPTIMA 2034... 150 PRODUCT ANNEX 13: DB PLATINUM IV LYNX INDEX... 159 PRODUCT ANNEX 14: DB PLATINUM IV CORPORATE CASH... 172 PRODUCT ANNEX 15: DB PLATINUM IV - RICI INDEX FUND... 175 PRODUCT ANNEX 16: DB PLATINUM IV EUROPEAN TOP STARS... 184 PRODUCT ANNEX 17: DB PLATINUM IV AGRICULTURE USD... 194 PRODUCT ANNEX 18: DB PLATINUM IV DBX MILLBURN MULTI-MARKETS INDEX... 201 PRODUCT ANNEX 19: DB PLATINUM IV IKOS FX FUND... 229 PRODUCT ANNEX 20: DB PLATINUM IV ROHSTOFFE DIREKT... 241 PRODUCT ANNEX 21: DB PLATINUM IV DBX SYSTEMATIC ALPHA INDEX FUND... 247 PRODUCT ANNEX 22: DB PLATINUM IV PAULSON GLOBAL... 277 PRODUCT ANNEX 23: DB PLATINUM IV INSTITUTIONAL FIXED INCOME... 314 PRODUCT ANNEX 24: DB PLATINUM IV SOVEREIGN OPTIMA 5Y... 324 PRODUCT ANNEX 25: DB PLATINUM IV ENERGY & METALS... 333 6
MANAGEMENT & ADMINISTRATION Registered Office DB Platinum IV 69, route d'esch L-1470 Luxembourg Grand-Duchy of Luxembourg Board of Directors Werner Burg (chairman of the Board of Directors), director Deutsche Bank Luxembourg S.A., 2 boulevard Konrad Adenauer, L-1115 Luxembourg, Grand-Duchy of Luxembourg. Klaus-Michael Vogel, member of the Management Board Deutsche Bank Luxembourg S.A., 2 boulevard Konrad Adenauer, L-1115 Luxembourg, Grand-Duchy of Luxembourg. Freddy Brausch, partner Linklaters LLP, 35 avenue John F. Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg. Alexander McKenna, Head of Systematic Funds Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Custodian RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.) 14, Porte de France L-4360 Esch-sur-Alzette Grand-Duchy of Luxembourg Administrative Agent, Paying Agent, Domiciliary Agent and Listing Agent RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.) 14, Porte de France L-4360 Esch-sur-Alzette Grand-Duchy of Luxembourg Registrar and Transfer Agent RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.) 14, Porte de France L-4360 Esch-sur-Alzette Grand-Duchy of Luxembourg Management Company DB Platinum Advisors 2, boulevard Konrad Adenauer L-1115 Luxembourg Grand-Duchy of Luxembourg 7
Board of Directors of the Management Company Werner Burg, Deutsche Bank Luxembourg S.A., 2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand-Duchy of Luxembourg. Barbara Potocki-Schots, Deutsche Bank Luxembourg S.A., 2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand-Duchy of Luxembourg. Ben O Bryan, Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Dr. Matthias Liermann, DWS Investment GmbH, Mainzer Landstr. 178-190, 60612 Frankfurt, Germany. Roger-Marc Noirot, Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom. Investment Manager (unless otherwise specified in the relevant Product Annex) State Street Global Advisors Limited 20 Churchill Place Canary Wharf London E14 5HJ United Kingdom Auditor of the Company Ernst & Young S.A. 7, rue Gabriel Lippmann Parc d Activité Syrdall 2 L-5365 Münsbach Grand-Duchy of Luxembourg Legal Advisers to the Company Linklaters LLP 35, avenue John F. Kennedy L-1855 Luxembourg Grand-Duchy of Luxembourg 8
DEFINITIONS Account Administrative Expenses Administrative Agent Administrative Agent Fee Aggregate Initial Subscription Amount Alternative Sales Charge Arrangements Annual Report Articles of Incorporation Authorised Account Authorised Payment Currency Bearer Shares Board of Directors Business Day Capitalisation Shares Class(-es) or Share Class(-es) Clearing Agents Company or Fund Confirmation Note Means (i) a separate temporary investment account or (ii) a separate disinvestment account as described in further detail under Issue of Shares and Subscriptions and Redemption of Shares ; Means the expenses incurred in connection with the Company s operations as described in more detail under section Fees and Expenses ; Means RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.), with registered office at 14, Porte de France, L- 4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg; Means any fees payable by the Company to the Administrative Agent pursuant to the Investment Fund Service Agreement; Means the product of all Shares subscribed for during the Offering Period and the Initial Issue Price; Alternative Sales Charge Arrangements consist of a Contingent Deferred Sales Charge and a Distribution Fee applicable to Shares of Classes I2D, I2C, R2D and R2C as explained in further detail under Fees and Expenses and in the relevant Product Annex; Means the last available annual report of the Company including its audited accounts; Means the articles of incorporation of the Company, as amended; Means the account to be opened with the Administrative Agent by investors subscribing for and redeeming Shares of Class E ; Means the currencies in which, in addition to the Reference Currency and the Share Class Currency, subscriptions and redemptions for Shares in a particular Class may be made. Unless otherwise specified in the Product Annex, the Authorised Payment Currency will be euro; Means Shares which are represented either (i) by a Global Share Certificate or (ii) by Individual Bearer Share Certificates as described under Issue of Shares and Subscription ; Means the board of directors of the Company. Any reference to the Board of Directors includes a reference to its duly authorised agents or delegates; Means a day that is both a Product Business Day (as defined in the Product Annex) and an Index Business Day (as defined in the Product Annex), unless otherwise defined in the relevant Product Annex; Means Shares not distributing dividends; Means the class or classes of Shares relating to a Sub-Fund where specific features with respect to sales, conversion or redemption charge, minimum subscription amount, dividend policy, investor eligibility criteria or other specific features may be applicable. The details applicable to each Class will be described in the relevant Product Annex; Means the clearing institutions selected in the countries where the Shares may be subscribed for and through which Global Share Certificates are transferred by book entry to the securities accounts of the Shareholders' financial intermediaries opened with such Clearing Agents as described in further detail under Issue of Shares and Subscription. Unless otherwise specified in the relevant Product Annex, Clearing Agents will be Clearstream Banking société anonyme in Luxembourg and/or Clearstream Banking AG in Frankfurt am Main and such further clearing agents(s) or clearance system(s) that may be appointed; Means DB Platinum IV, an investment company incorporated under Luxembourg law in the form of a société anonyme qualifying as a société d'investissement à capital variable under the Law (SICAV); Means the note to be sent by the Administrative Agent to a Shareholder confirming the orders placed; 9
Contingent Deferred Sales Charge CSSF Circular 11/512 Conversion Charge CSSF Custodian Custodian Agreement Custodian Fee DB Affiliates Director Distributor Distribution Agreement Distribution Fee Distribution Shares EU EU Member State Extraordinary Expenses First Class Institutions Fixed Fee Fixed Fee Agent Fund Global Share Certificate Means the charge which investors holding Shares of Classes I2D, I2C, R2D or R2C may be liable to as described under Fees and Expenses and in the relevant Product Annex. No Contingent Deferred Sales Charge will be applicable unless otherwise provided for in the Product Annex; Means the CSSF Circular 11/512 concerning the presentation of the main regulatory changes in risk management following the publication of CSSF Regulation 10-4 and ESMA clarifications, further clarifications from the CSSF on risk management rules and the definition of the content and format of the risk management process to be communicated to the CSSF; Means the charge to be paid by investors in the event of a conversion of Shares as described under Conversion of Shares and in the relevant Product Annex; Means the Commission de Surveillance du Secteur Financier, the Luxembourg supervisory authority; Means RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.), with registered office at 14, Porte de France, L- 4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg; Means the agreement dated 14 February 2002 between the Company and the Custodian, as amended by a novation agreement dated 3 April 2006 as further described under Management and Administration of the Company ; Means any fees payable by the Company to the Custodian pursuant to the Custodian Agreement; Means entities within, and/or employees, agents, affiliates or subsidiaries of members of the Deutsche Bank AG Group; Means the directors of the Company for the time being; Means Deutsche Bank AG, acting through its London branch; Means the agreement dated 27 November 2002 (as assigned and amended on 12 th September 2005) between the Company, the Management Company and the Distributor relating to the distribution of the Shares. The Distribution Agreement permits the Distributor to appoint Sub-Distributors for the distribution of Shares; Means the fees to be paid out of the assets of the Classes I2D, I2C, R2D or R2C as a result of the Alternative Sales Charge Arrangements as described under Fees and Expenses and/or in the relevant Product Annex; Means Shares distributing dividends; Means the European Union whose Member States at the date of this Prospectus include Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, the Grand-Duchy of Luxembourg, Malta, The Netherlands, Poland, Portugal, Rumania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom; Means any of the Member States of the EU; Means expenses relating to litigation costs as well as any tax, levy, duty or similar charge imposed on the Company or its assets that would otherwise not qualify as ordinary expenses; Means first class financial institutions selected by the Board of Directors, subject to prudential supervision and belonging to the categories approved by the Luxembourg supervisory authority for the purposes of the OTC derivative transactions and specialised in this type of transactions; Means, as further described under Fees and Expenses below, the comprehensive fee payable by the Company for each Sub-Fund in respect of the ordinary fees, expenses and costs incurred by that Sub-Fund; Means Deutsche Bank AG, acting through its London branch; Means the Company; Means the certificates issued in the name of the Company (as described in further detail under Issue of Shares and Subscription ); 10
Grand-ducal Regulation of 8 February 2008 Hedging Asset Index Index Business Day Index Constituent Agent Index Sponsor Individual Bearer Share Certificates Initial Issue Price Initial Subscriptions Institutional Investors Investment Adviser Investment Advisory Agreement Investment Advisory Fee Investment Fund Service Agreement Investment Instruments Investment Manager Means the Grand-ducal regulation of 8 February 2008 as may be amended from time to time, relating to certain definitions of the amended law of 20 December 2002 on undertakings for collective investment and implementing Commission Directive 2007/16/EC of 19 March 2007 implementing Council Directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities as regards the clarification of certain definitions; Means certain assets in which a Sub-Fund with an Indirect Investment Policy is invested in, as further described in the Product Annex; Is as defined in the relevant Product Annex; Is as defined in the relevant Product Annex; Means Deutsche Bank AG, acting through its London branch or any successor unless otherwise defined in the relevant Product Annex; Means Deutsche Bank AG, acting through its London branch, or any successor unless otherwise defined in the relevant Product Annex; Means the individual certificates as described in further detail under Issue of Shares and Subscription ; Means the price at which Shares may be subscribed to during the Offering Period (if any) and/or up to (but excluding) the Launch Date (if applicable); Means subscriptions for Shares made at the Initial Issue Price as described in detail under Issue of Shares and Subscription ; Means an investor meeting the requirements to qualify as an institutional investor for the purposes of article 174(2) of the Law; When an Investment Adviser is indicated in the relevant Product Annex as acting in relation to a Sub-Fund, Investment Adviser means any investment adviser appointed by the Management Company to provide investment advice to the Management Company in respect of one or more Sub-Funds or any successor thereof. Any reference to the Investment Adviser includes a reference to its duly authorised agents or delegates; Means an agreement between the Management Company and the Investment Adviser. When DWS Investment S.A. is the Investment Adviser the Investment Advisory Agreement means the agreement dated 13 April 2004 between the Company and DWS Investment S.A. as amended from time to time; Where applicable to a Sub-Fund as disclosed in the relevant Product Annex, means any fees payable by the Management Company to the Investment Adviser which is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Net Assets of the relevant Classes pursuant to the Investment Advisory Agreement. When DWS Investment S.A. is the Investment Adviser, the Investment Advisory Fee means any fee payable by the Company to DWS Investment S.A. which is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Net Assets of the relevant Classes pursuant to the Investment Advisory Agreement; Means the agreement dated 14 February 2002 (as assigned and amended on 12th September 2005) between the Company, the Management Company and the Administrative Agent, as amended by a novation agreement dated 3 April 2006; Means transferable securities and all other liquid financial assets referred to under section 1 of Investment Restrictions ; When an Investment Manager is indicated in the relevant Product Annex as acting in relation to a Sub-Fund, Investment Manager means any investment Manager appointed by the Management Company to provide investment management services to the Management Company in respect of such Sub- Funds or any successor thereof. The Management Company has appointed State Street Global Advisors Limited, of 20 Churchill Place, Canary Wharf, London E14 5HJ, United Kingdom, in relation to such Sub-Funds and as from such dates as specified in each case in the relevant Product Annex; 11
Investment Management Agreement Investment Management Fee Investment Objective Investment Policy Investment Restrictions Launch Date Law Luxembourg Banking Day Management Company Management Company Agreement Management Company Fee Maturity Date Minimum Aggregate Initial Subscription Amount Minimum Holding Requirement Minimum Initial Subscription Amount Minimum Initial Subsequent Subscription Amount Means the agreement dated 17 November 2006 between the Management Company and the Investment Manager; Where applicable to a Sub-Fund as disclosed in the relevant Product Annex, means any fees payable by the Management Company to the Investment Manager which is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Net Assets of the relevant Classes pursuant to the Investment Management Agreement; Means the predefined investment objective of the Sub-Funds as specified in the relevant Product Annex; Means the predefined investment policy of the Sub-Funds as specified in the relevant Product Annex; Means the investment restrictions set out in more detail under Investment Restrictions ; Means the date on which the Company issues Shares relating to a Sub-Fund in exchange for the subscription proceeds; Means the Luxembourg law of 17 December 2010 relating to undertakings for collective investment, as may be amended; Means a day (other than a Saturday or a Sunday) on which commercial banks are open and settle payments in Luxembourg; Means DB Platinum Advisors, with registered office at 2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand-Duchy of Luxembourg. DB Platinum Advisors is a management company under Chapter 15 of the Law. Any reference to the Management Company includes a reference to its duly authorised agents or delegates; Means the management company agreement dated 26 October 2012 between the Company and the Management Company as may be amended from time to time. This agreement superseded and replaced, with immediate effect, the management company agreement dated 1 July 2011 entered into between the same parties; Means the annual fee, payable monthly by the Company to the Management Company, which will accrue daily on each calendar day and will be calculated on each Valuation Day on the basis of a percentage of (i) the last available Net Asset Value of each Sub-Fund or Class of Shares or (ii) the Initial Issue Price multiplied by the number of outstanding Shares of each Sub-Fund or Class of Shares (as indicated for each Sub-Fund or Class of Shares in the relevant Product Annex and further specified under section Fees and Expenses ) pursuant to the Management Company Agreement; Means the date indicated in the relevant Product Annex on which the outstanding Shares will be redeemed, the Sub-Fund being thereafter closed, as more fully described under Redemption of Shares. Unless a Maturity Date has been indicated in the relevant Product Annex, Sub-Funds will have no Maturity Date; Means the minimum value of the Aggregate Initial Subscription Amount; Means the minimum number of Shares or Net Asset Value per Share (as appropriate) which must be held at any time by a Shareholder. Unless otherwise specified in the relevant Product Annex, the Minimum Holding Requirement will be 1 Share; Means the minimum number of Shares or Net Asset Value per Share (as appropriate) which must be subscribed/converted for by a Shareholder during the Offering Period and up to but excluding the Launch Date (if applicable). Unless otherwise specified in the relevant Product Annex, the Minimum Initial Subscription Amount will be 10 Shares; Means the minimum number of Shares or Net Asset Value per Share (as appropriate) which must be subscribed/converted for by a new Shareholder on or after the Launch Date. Unless otherwise specified in the relevant Product Annex, the Minimum Initial Subsequent Subscription Amount will be 1 Share; 12
Minimum Net Asset Value Minimum Redemption Amount Minimum Subsequent Subscription Amount Money Market Instruments Net Assets Net Asset Value Net Asset Value per Share New Class New Sub-Fund OECD OECD Member State Offering Period Original Class Original Sub-Fund Product Annex Product Business Day Prohibited Persons Means an amount specified in the relevant Product Annex. Unless otherwise specified in the relevant Product Annex, the Minimum Net Asset Value per Sub-Fund will be euro 10,000,000 (or the equivalent in the Reference Currency of the relevant Sub-Fund); Means the minimum number of Shares or Net Asset Value for which Shares may be redeemed. Unless otherwise specified in the relevant Product Annex, for Registered Shares there will be no Minimum Redemption Amount and for Bearer Shares the Minimum Redemption Amount will be 1 Share; Means the minimum number of Shares or Net Asset Value per Share (as appropriate) which must be subscribed/converted for by an existing Shareholder on or after the Launch Date. Unless otherwise specified in the relevant Product Annex, the Minimum Subsequent Subscription Amount will be 1 Share; Means instruments normally dealt in on a money market which are liquid and have a value which can be accurately determined at any time; Means the Net Asset Value of a Sub-Fund or of a Class of a Sub-Fund or of the Shares but before deduction of the Investment Advisory, Investment Management, Distribution, and Fixed Fees and any other fees and expenses to be deducted from the assets of the Sub-Fund; Means the net asset value of the Company, of a Sub-Fund or of a Class of Shares, as appropriate, calculated as described in this Prospectus; Means the Net Asset Value attributable to all the Shares issued in respect of a particular Sub-Fund and/or Class of Shares, as appropriate, divided by the number of Shares issued by the Company in respect of such Sub-Fund or Class of Shares; Means, in case of conversion of Shares, the new Class of Shares into which a Shareholder has converted part or all of his Shares belonging to the Original Class, as described under Conversion of Shares ; Means in case of conversion of Shares, the new Sub-Fund into which a Shareholder has converted part or all of his Shares relating to the Original Sub- Fund, as described under Conversion of Shares ; Means the Organisation for Economic Cooperation and Development, whose Member States include at the date of this Prospectus Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Korea, the Grand-Duchy of Luxembourg, Mexico, The Netherlands, New Zealand, Norway, Poland, Portugal, the Slovak Republic, Spain, Sweden, Switzerland, Turkey, the United Kingdom and The United States of America; Means any of the member states of the OECD; Means the period during which Shares in relation to a Sub-Fund may be subscribed at the Initial Issue Price as specified in the relevant Product Annex; Means, in case of a conversion of Shares, the Class of Shares from which a Shareholder wants to convert part or all of his Shares into Shares of a New Class, as described under Conversion of Shares ; Means in case of a conversion of Shares, the Sub-Fund from which a Shareholder requests to convert part or all of his Shares into Shares relating to the New Sub-Fund, as described under Conversion of Shares ; Means an annex to this Prospectus describing the specific features of a Sub- Fund. The Product Annex is to be regarded as an integral part of the Prospectus; Is as defined in the relevant Product Annex; Means any person, firm or corporate entity, determined in the sole discretion of the Board of Directors as being not entitled to subscribe for or hold Shares in the Company or, as the case may be, in a specific Sub-Fund or Class, (i) if in the opinion of the Board of Directors such holding may be detrimental to the Company, (ii) if it may result in a breach of any law or regulation, whether Luxembourg or foreign, (iii) if as a result thereof the Company may become exposed to disadvantages of a tax, legal or financial nature that it would not have otherwise incurred or (iv) if such person would not comply with the eligibility criteria of a given Class; 13
Prospectus Quarterly Report Redemption Charge Redemption Price Redemption Proceeds Reference Currency Registered Shares Registrar and Transfer Agency Agreement Registrar and Transfer Agent Registrar and Transfer Agent Fee Regulated Market Regulations Retail Investor Semi-annual Report Share Class Currency Shareholder(s) Shares Sub-Fund Subsequent Subscriptions Swap Calculation Agent Swap Counterparty Means this prospectus including, the key investor information documents, Annual Report, Semi-annual Report, Quarterly Reports (as the case may be) and Product Annexes, as amended, supplemented, restated or otherwise modified from time to time; Means the last available quarterly report (if any) of the Company containing unaudited accounts; Means the charge or fee to be paid out of the Redemption Price which Shares of Classes I, R and E may be subject to, as described under Redemption of Shares and in the relevant Product Annex. No Redemption Charge will be applicable unless otherwise provided for in the Product Annex; Means the price at which Shares are redeemed (before deduction of any charges, costs, expenses or taxes), as described under Redemption of Shares ; Means the Redemption Price less any charges, costs, expenses or taxes, as described under Redemption of Shares ; Means the currency that is used by the Administrative Agent to calculate the Net Asset Value and/or the Net Asset Value per Share of the relevant Sub- Fund. Unless otherwise specified in the relevant Product Annex, the Reference Currency will be euro; Means Shares which are issued in registered form of which the ownership is registered and documented in the Company's shareholders register as described under Issue of Shares and Subscription ; Means the agreement dated 14 February 2002 (as assigned and amended on 12 th September 2005) between the Company, the Management Company and the Registrar and Transfer Agent; Means RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.) with registered office at 14, Porte de France, L- 4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg; Means any fees payable to the Registrar and Transfer Agent pursuant to the Registrar and Transfer Agency Agreement; Means a regulated market, which operates regularly and is recognised and open to the public; Means (i) Part 1 of the Law, (ii) the UCITS Directive, (iii) any amendment or replacement legislation thereto for the time being in force and (iv) any rules, guidelines from time to time adopted by the Luxembourg supervisory authority pursuant thereto; Means an investor not qualifying as an Institutional Investor; Means the last available semi-annual report of the Company including the Company s semi-annual unaudited accounts, all to be considered as an integral part of the Prospectus; Means the currency in which the Initial Issue Price of a Share Class is denominated; Means (i) in respect of Registered Shares, the Shareholder(s) duly registered in the Company s shareholders register and (ii) in respect of Bearer Shares, the persons holding such Bearer Shares; Means the Shares with no par value in the Company, issued in such form as described in the relevant Product Annex; Means a separate portfolio of assets established for one or more Share Classes of the Company which is invested in accordance with a specific Investment Objective. The Sub-Funds do not have a legal existence distinct from the Company; however each Sub-Fund is liable only for the debts, liabilities and obligations attributable to it. The specifications of each Sub-Fund will be described in the relevant Product Annex; Means subscriptions for Shares made on or after the Launch Date, as described under Issue of Shares and Subscription ; Means Deutsche Bank AG, acting through its London branch, unless otherwise specified in the Product Annex; Means Deutsche Bank AG, unless otherwise specified in the Product Annex; 14
Transaction Day Transaction Fees UCITS UCITS Directive Underlying Asset Underlying Securities United States Upfront Subscription Sales Charge US Person Valuation Day Means a Luxembourg Banking Day on which subscriptions for, conversions from and redemptions of Shares can be made in order to be dealt with by the Administrative Agent, as described under Issue of Shares and Subscription ; Means costs and expenses of buying and selling of portfolio securities and financial instruments, brokerage fees and commissions, interest or taxes payable, and other transaction related expenses as more fully described under section Fees and Expenses and/or in the relevant Product Annex; Means an Undertaking for Collective Investment in Transferable Securities established pursuant to the Regulations; Means the Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investments in transferable securities, as may be amended from time to time; Means (i) with respect to a Sub-Fund with an Indirect Investment Policy, the underlying asset(s) to which the Indirect Investment Policy is linked as further described in the relevant Product Annex and (ii) with respect to Sub-Funds with a Direct Investment Policy, the asset(s), the performance of which such Sub- Fund seeks to track, which normally is one or more indices or, a basket of securities, or an investment strategy; Means in respect of each Underlying Asset those transferable securities selected by the Index Sponsor as constituting the Underlying Asset. Where available and published, details of those Underlying Securities for an Index may be found in the relevant Product Annex; Means the United States of America or any of its territories, possessions or other areas subject to its jurisdiction including the Commonwealth of Puerto Rico; Means the sales charge which investors subscribing for Shares of Classes I1C/D, R1C/D, I2C/D, R2C/D and E as described under Fees and Expenses and in the relevant Product Annex may be subject to. No Upfront Subscription Sales Charge will be applicable unless otherwise provided for in the Product Annex; Means US persons (as defined for the purposes of the United States federal securities, commodities and tax laws, including Regulation S under the 1933 Act) or persons who are resident in the United States at the time the Shares are offered or sold; and Means (unless otherwise defined in the Product Annex) the first Luxembourg Banking Day following a Business Day on which the Net Asset Value per Share for a given Class of Shares or Sub-Fund is calculated based upon the prices of the last Business Day to occur prior to such Valuation Day. In respect of subscriptions for, conversions from and redemptions of Shares, Valuation Day shall (unless otherwise defined in the Product Annex) mean the first Luxembourg Banking Day following the first Business Day to occur on or after the relevant Transaction Day on which the Net Asset Value per Share for a given Class of Shares or Sub-Fund is calculated, based upon the prices of the last Business Day to occur prior to such Valuation Day. 15
EXECUTIVE SUMMARY This section is a brief extract of the provisions set out in this Prospectus. It is not a complete description of the Prospectus and should be read in conjunction with, and is subject to, the full provisions set out in this Prospectus. The Company: The Sub-Funds: Investment Policies: The Classes of Shares: The Company is registered in the Grand-Duchy of Luxembourg as an undertaking for collective investment pursuant to Part I of the Law. The Company is presently structured as an umbrella fund to provide both Institutional Investors and Retail Investors with a variety of Sub-Funds to which a specific Investment Objective, Investment Policy, Reference Currency and other specific features particular to each such Sub-Fund are designated. Each Sub- Fund is described in detail in the relevant Product Annex. The basic distinction is made between (i) Sub-Funds with an Indirect Investment Policy and (ii) Sub-Funds with a Direct Investment Policy. Sub-Funds with an Indirect Investment Policy: The Investment Objective of the first category of Sub-Funds is to provide the investors with a return (either on such payout date(s) and/or at the Maturity Date, as determined in the relevant Product Annex or on a daily basis) linked to the performance of the Underlying Asset. There is no assurance that the Investment Objective of any Sub-Fund with an Indirect Investment Policy will actually be achieved. To gain exposure to the performance of the Underlying Asset, the Sub-Funds will in principle not invest directly (and/or fully) in such Underlying Asset. Instead the Sub-Funds may invest part or all of the net proceeds of any issue of Shares in one or more derivative transaction(s), all in accordance with the Investment Restrictions. The return that the investor will receive will be dependent on the performance of the Underlying Asset and the performance of the derivative instrument used to link the net proceeds from the issue of Shares to the Underlying Asset. The Sub-Funds may also invest in a Hedging Asset in accordance with the guidelines set out under Investment Restrictions in the Prospectus and exchange all or part of the performance and/or income of this Hedging Asset for a performance linked to the Underlying Asset. This exchange of performances and/or income will be obtained by way of derivative instruments, which will be used in accordance with the limits set out under Investment Restrictions. The Underlying Asset will be based on a passive strategy (typically a financial index or a rules-based strategy) or an active strategy according to which the real or notional basket comprising the Underlying Asset is actively managed in accordance with the Investment Restrictions. Sub-Funds with a Direct Investment Policy: The Investment Objective of the second category of Sub-Funds is either to aim to replicate or track, before fees and expenses, the performance of an Underlying Asset by holding a portfolio of transferable securities that comprises all or substantially all of the Underlying Securities. Accordingly, each Sub-Fund following such a Direct Investment Policy is managed according to a passive approach which is applied to each Sub-Fund by indexing techniques. This category may include, as the case may be, Exchange Traded Funds ( ETFs ); or to pursue an active investment strategy that will be implemented by an Investment Manager in accordance with the Investment Objective and Investment Policy as specified in the Product Annex of the relevant Sub-Fund. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. The Shares can be divided into I, R and E Classes. Shares of Classes I and R will be issued by the Company exclusively in relation to Sub-Funds with the above Investment Policies for which the subscription will normally be in cash (as described under Issue of Shares and Subscription ). Shares of Class I are available only to Institutional Investors while Shares of Class R are primarily designed for Retail Investors. Shares of Classes I and R are sub-divided into Shares of Classes I1C/D, I2C/D and R1C/D, R2C/D as differentiated by their respective fee structure (identified by the number 1 or 2 ) and further differentiated between Distribution Shares (identified by the letter D ) and Capitalisation Shares (identified by the letter C ). Within each Class of Shares, several types of sub-classes may be issued. Shares of Classes I and R may be listed for trading on one or more stock exchanges. 16
Shares of Class E are Shares issued by the Company in relation to Sub-Funds with a Direct Investment Policy and will always be subscribed for and redeemed in kind as further explained under Issue of Shares and Subscription and Redemption of Shares. Shares of Class E will always be listed on one or more stock exchanges. Distribution Policy: Investment Risks: Subscriptions in Cash or in kind: Issue of Shares: Minimum Initial Subscription Amount: Minimum Initial Subsequent Subscription Amount: Minimum Subsequent Subscription Amount: Minimum Holding Requirements: Minimum Redemption Amount: Payment Currency for Cash Subscriptions: Conversions: Dealing Fees: a) Upfront Subscription Sales Charge: The Company intends to declare dividends for Distribution Shares only. An investment in a Sub-Fund involves a number of risks, including a possible loss of the amount invested. Moreover, there can be no guarantee or assurance that a Sub-Fund will achieve its Investment Objective. A more detailed description of certain risk factors relevant to investors in the Sub-Funds is set out under Risk Factors and/or the relevant Product Annex. Unless otherwise described in the relevant Product Annex, subscriptions for Shares of Classes I and R are expected to be in cash. Subscriptions for Shares of Class E will be made in kind. Further information can be found under Issue of Shares and Subscription. Shares of Classes I and R will be offered for subscription during the Offering Period at the Initial Issue Price plus the Upfront Subscription Sales Charge (where applicable) as described in the section dealing with Fees and Expenses and in the relevant Product Annex. Subsequent Subscriptions will be made at the Net Asset Value per Share of the relevant Class plus the applicable Upfront Subscription Sales Charge as described in the section dealing with Fees and Expenses and in the relevant Product Annex. Shares of Class E will be subscribed for by way of an in kind contribution of the component securities of the Underlying Asset and a cash amount (where applicable) plus the applicable Upfront Subscription Sales Charge (as described in the section dealing with Fees and Expenses and in the relevant Product Annex) all as determined by the Administrative Agent. Unless otherwise specified in the relevant Product Annex, the Minimum Initial Subscription Amount will be 10 Shares. Unless otherwise specified in the relevant Product Annex, the Minimum Initial Subsequent Subscription Amount will be 1 Share. Unless otherwise specified in the relevant Product Annex, the Minimum Subsequent Subscription Amount will be 1 Share. Unless otherwise specified in the relevant Product Annex, the Minimum Holding Requirement will be 1 Share. Unless otherwise specified in the relevant Product Annex, for Registered Shares there will be no Minimum Redemption Amount and for Bearer Shares the Minimum Redemption Amount will be 1 Share. Shares of Classes I and R must be fully paid up in the Reference Currency of the relevant Sub-Fund or in another Authorised Payment Currency. Conversions of Shares relating to one Sub-Fund may be made into Shares relating to another Sub-Fund to the extent authorised in the Product Annex and as described under Conversion of Shares. Further information on the fees and commissions to be paid by the investor can also be found under Fees and Expenses. Shares of Classes I1D, I1C, R1D, R1C and E are subject to an Upfront Subscription Sales Charge which may not exceed 5% and which will be calculated on the Initial Issue Price or the Net Asset Value per Share as described under Fees and Expenses in more detail. Shares of Classes I2D, I2C, R2D and R2C may also be subject to an Upfront Subscription Sales Charge which may not exceed 4%. When offered in the same country, the Upfront Subscription Sales Charge applicable to Shares of Classes I2D, I2C, R2D and R2C in respect of a specific Sub-Fund will always be lower than the Upfront Subscription Sales Charge applicable to Shares of Classes I1D, I1C, R1D and R1C in respect of the same Sub-Fund. 17
b) Alternative Sales Charge: c) Redemption Charge: d) Conversion Charge: Annual Report: Attribution of Expenses: Listing / Dealings: An Alternative Sales Charge Arrangement may be available for Shares of Classes I2D, I2C, R2D and R2C. Shares of Classes I and R redeemed at the Maturity Date are not subject to any Redemption Charge. If redeemed before the Maturity Date the Shares of Classes I and R may be subject to a Redemption Charge as specified in the relevant Product Annex. Shares of Classes I and R of Sub-Funds for which no Maturity Date has been designated and which have been terminated by a decision of the Board of Directors will not be subject to a Redemption Charge if redeemed as a result of the termination of the relevant Sub-Fund. Shares of Class E are subject to a Redemption Charge as specified in the relevant Product Annex. Unless otherwise specified in the relevant Product Annex there will be no Conversion Charge. The Annual Report will be prepared annually for the year ending 31 January (commencing 31 January 2003) and will be produced within a period of 4 months thereafter. Further information on administrative expenses and extraordinary expenses for each Sub-Fund can be found under Fees and Expenses. Application can be made to list certain Classes of the Shares on (i) the Luxembourg Stock Exchange and/or (ii) the Frankfurt Stock Exchange and/or (iii) the Stuttgart Stock Exchange and/or (iv) any other stock exchange, as determined by the Board of Directors. 18
STRUCTURE The Sub-Funds The Company has adopted an umbrella structure to provide both institutional and individual investors with a choice of different investment portfolios ( Sub-Funds ). Each Sub-Fund will be differentiated by its specific Investment Objective, Investment Policy, currency of denomination or other specific features as described in the relevant Product Annex. A separate pool of assets is generally maintained for each Sub-Fund and is invested in accordance with each Sub-Fund s respective Investment Objective. The Classes of Shares The Board of Directors of the Company may decide to create within each Sub-Fund different Classes of Shares. All Classes of Shares relating to the same Sub-Fund will be commonly invested in accordance with such Sub-Fund s Investment Objective but may differ with regard to their fee structure, Minimum Initial and Subsequent Subscription Requirement, Minimum Holding Requirement, Minimum Redemption Requirement, dividend policy, investor eligibility criteria or other particular feature(s) as the Board of Directors shall decide. A separate Net Asset Value per Share will be calculated for each issued Class of Shares in relation to each Sub-Fund. The different features of each Class of Shares available relating to a Sub-Fund are described in detail in the relevant Product Annex. The Company reserves the right to offer only one or several Classes of Shares for purchase by investors in any particular jurisdiction in order to conform to local law, custom or business practice. The Company also reserves the right to adopt standards applicable to certain classes of investors or transactions in respect of the purchase of a particular Class of Shares. The Shares are divided into Shares of Classes I, R and E unless otherwise provided for in the relevant Product Annex. Shares of Classes I and R will be issued by the Company exclusively in relation to Sub-Funds with the aforementioned Investment Policies and will normally be subscribed in cash as explained in further detail under Issue of Shares and Subscription. Shares of Class I are available only to Institutional Investors whilst Shares of Class R are primarily designed for Retail Investors. Shares of Classes I and R are further sub-divided into Shares of Classes I1D/I2D/I1C/I2C and R1D/R2D/R1C/R2C differentiated by their respective fee structure as more fully described under Fees and Expenses (identified by the number 1 or 2 ) and differentiating between Distribution Shares (identified by the letter D ) and Capitalisation Shares (identified by the letter C ). Within each Class of Shares, several types of sub-classes can be issued (identified by capital alphabetic letters), differentiating between (but not limited to) dividend payment structures, dividend payment dates, and fee structures. Shares of Classes I and R may be listed for trading on one more stock exchanges. Shares of Class E are Shares issued by the Company in relation to Exchange Traded Funds ( ETFs ) with a Direct Investment Policy as specified in the relevant Product Annex and will always be subscribed for and redeemed in kind as further explained under Issue of Shares and Subscription and Redemption of Shares. Shares of Class E will always be listed on one or more stock exchanges. 19
INVESTMENT OBJECTIVES AND POLICIES The Board of Directors determines the specific Investment Policy and Investment Objective of each Sub-Fund, which are described in more detail in the respective Product Annexes to this Prospectus. The Investment Objectives of the Sub-Funds will be carried out in compliance with the limits and restrictions set forth under Investment Restrictions below. Each Sub-Fund will adhere to the general investment strategy as described hereunder, which in the absence of any unforeseen circumstances or other events may not change. Sub-Funds with an Indirect Investment Policy The Investment Objective of Sub-Funds with an Indirect Investment Policy is to provide the investors with a return (either on such payout date(s) and/or at the Maturity Date, as determined in the relevant Product Annex or on a daily basis) linked to an Underlying Asset (as is defined in the relevant Product Annex). In order to achieve the Investment Objective, the Shareholder of a Sub-Fund will be exposed to the performance of an Underlying Asset. However, Sub-Funds with an Indirect Investment Policy will generally not invest directly (and/or fully) in the Underlying Asset. Instead, the exposure to the performance of the Underlying Asset will be achieved by way of derivative transactions and/or instruments. In particular, the Sub-Fund will conclude OTC swap transactions negotiated at arm s length with the Swap Counterparty. The Sub-Funds may at any time invest part or all of the net proceeds of any issue of Shares in one or more OTC swap transaction(s) with the Swap Counterparty all in accordance with the Investment Restrictions. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC swap transaction(s). The return that the investor will receive will be dependent on the performance of the Underlying Asset and the performance of the derivative instrument used to link the net proceeds from the issue of Shares to the Underlying Asset. The Sub-Funds may also at any time invest part or all of the net proceeds of any issue of Shares in the Hedging Asset in accordance with the Investment Restrictions and will exchange all or part of the performance and/or income of such Hedging Asset to gain exposure to the Underlying Asset. This exchange of performances and/or income will be obtained by means of derivative transactions and/or instruments, which will comply with the limits set out under Investment Restrictions. The return that the Shareholder will receive will be dependent on the performance of the Hedging Asset, the performance of the Underlying Asset and the performance of any techniques used to link the Hedging Asset to the Underlying Asset. The Underlying Asset will be based on a passive strategy (typically a financial index or a rules-based strategy) or an active strategy according to which the real or notional basket comprising the Underlying Asset is actively managed in accordance with the Investment Restrictions. There is no assurance that the Investment Objective of any Sub-Fund with an Indirect Investment Policy will actually be achieved. The Hedging Asset and any techniques used to link the Hedging Asset to the Underlying Asset or the derivative instrument(s) used to link the net proceeds of any issue of Shares to the Underlying Asset will be managed by the Management Company who might delegate certain functions to the Investment Adviser or Investment Manager as the case may be. The management of the Hedging Asset will generally not involve the active buying and selling of securities on the basis of investment judgement and economic, financial and market analysis. The composition of the Hedging Asset will generally be determined on or prior to a Sub-Fund s Launch Date and such composition will generally not be subject to further major changes subsequent to the Launch Date of the relevant Sub-Fund. The Underlying Asset may have an Index Sponsor or other agents where the Underlying Asset consists of an Index. The existence of such Index Sponsor and/or agents will be specified in the relevant Product Annex. Only Shares of Classes I and R can be issued in respect of Sub-Funds with an Indirect Investment Policy. Sub-Funds with a Direct Investment Policy The Investment Objective of the second category of Sub-Funds is: either to aim to replicate or track, before fees and expenses, the performance of an Underlying Asset by holding a portfolio of transferable securities that comprises all or substantially all of the Underlying Securities. Accordingly, each Sub-Fund following such a Direct Investment Policy is managed according to a passive approach which is applied to each Sub-Fund by indexing techniques. The Board of Directors aims to achieve a level of tracking accuracy whereby the expected normal annual difference in returns, before fees and expenses, between the performance of the Sub- Fund s Shares and that Sub-Fund s Underlying Asset will not be substantial. However, exceptional circumstances, such as, but not limited to, disruptive market conditions or extremely volatile markets, may arise which cause such a Sub-Fund's tracking accuracy to diverge substantially from the Underlying Asset. Additionally, in relation to certain Sub-Funds and the composition of each of their Underlying Assets, it may not be practicably possible, for example 20
because of the Investment Restrictions or liquidity constraints, to achieve such a level of tracking accuracy. Each Sub-Fund will generally invest in the Underlying Securities of its Underlying Asset in proportion to their weighting in the Underlying Asset and will, subject to the concentration limits discussed below, normally aim to invest a substantial part of its total assets in the Underlying Securities of its Underlying Asset. Each Sub-Fund of this category may hold transferable securities tracking the Underlying Asset in accordance with the Investment Restrictions. It is expected that such transferable securities will be issued by Deutsche Bank AG or an affiliated entity. Such transferable securities will allow a more practicable management of the Sub-Fund. Due to various factors, including the Sub-Fund s fees and expenses involved, the concentration limits described in the Investment Restrictions, other legal or regulatory restrictions, and, in certain instances, certain securities being illiquid, it may not be possible or practicable to purchase all of the Underlying Securities in their weightings or purchase certain of them at all. Investors should consult the Risk Factors below. or to pursue an active investment strategy that will be implemented by an Investment Manager in accordance with the Investment Objective and Investment Policy as specified in the Product Annex of the relevant Sub-Fund. The success of the relevant Sub-Fund is largely dependent upon the Investment Manager and there can be no assurance that the Investment Manager or the individuals employed by the Investment Manager will remain willing or able to provide advice to the Sub-Fund or that trading on this advice by the Investment Manager will be profitable in the future. Although the Investment Manager has substantial prior experience in portfolio management, the past performance of any investments or investment funds managed by the Investment Manager cannot be construed as any indication of the future results of an investment in the Sub-Fund. The performance of the Sub-Fund will depend on the success of the Investment Objective and Policy. No assurance can be given that suitable investment opportunities in which to deploy all of the Sub-Fund s capital will be located. A reduction in the volatility and pricing inefficiency of the markets in which the Sub-Fund will seek to invest, as well as other market factors, will reduce the effectiveness of the Sub-Fund s investment strategy resulting in an adverse effect on performance results. Investors should consult the Risk Factors below. There is no assurance that the Investment Objective of any Sub-Fund with a Direct Investment Policy will actually be achieved. Efficient Portfolio Management The Company may, on behalf of each Sub-Fund and subject to the Investment Restrictions employ techniques and instruments relating to transferable securities. Such techniques and instruments will be only used for either efficient portfolio management purposes or to provide protection against exchange risk. Such techniques and instruments are set out in the Investment Restrictions. Broker Arrangements with Deutsche Bank AG, acting through its London branch The Company may enter into arm's length securities broker transactions with Deutsche Bank AG, acting through its London branch or other broker institutions. Changes to Underlying Securities in which the Sub-Fund is invested Any changes to an Underlying Asset, such as the composition and/or weighting of its Underlying Securities, require the Sub-Fund to make corresponding adjustments or rebalancings to its investment portfolio to conform to the relevant Underlying Asset. The Investment Adviser and/or the Investment Manager as the case may be, will monitor such changes and make adjustments to the portfolio as necessary over several days, if necessary. Reliance on Index Sponsors The Management Company and/or the Investment Adviser will rely solely on the Index Sponsor for information as to the composition and/or weighting of the Underlying Securities within the Index. If the Management Company, the Investment Adviser or the Investment Manager of a Sub-Fund is unable to obtain or process such information then the composition and/or weighting of the Index most recently published may, subject (as applicable) to the Management Company s, the Investment Adviser s or the Investment Manager s, overall discretion, be used by the Sub-Fund for the purpose of all adjustments. In addition to I/R Classes of Shares, the Company may also issue Shares of Class E in relation to these Sub-Funds, which will be fully transferable and will always be listed on one or more stock exchanges. Shares of Class E may be bought and sold by Retail and Institutional Investors in the secondary market in the same way as the ordinary shares of a listed trading company. Shares of Class E will always be subscribed for and redeemed in kind and may include a cash amount as further explained under Issue of Shares and Subscription. Detailed information, procedures and descriptions in respect of the trading of Shares of Class E in the secondary market will be available and can be found in the relevant Product Annex. Pre-hedging Arrangements 21
Sub-Funds to which a Maturity Date is designated will follow an investment strategy that aims at providing investors with one or more predefined payout(s) by the maturity of the Sub-Fund. The predefined payout(s) may be either relating to minimum payout(s) or to fixed payout(s). The ability to provide investors with such a predefined payout is dependent upon a number of parameters, including certain market movements between the determination of the payout upon the inception of the Sub-Fund and the moment the Sub-Fund or one of its particular Share Classes is launched. In order to avoid adverse market movements which could alter the payout structure upon the Sub- Fund s or the Class of Shares, as applicable, commercialisation and launch, the Sub-Fund intends to take over, at the Launch Date, pre-hedging arrangements which have been agreed upon by the Management Company on behalf of the Sub-Fund to the extent and size required to deliver the predefined payout and in accordance with the Investment Restrictions. The cost per Share of such pre-hedging transactions will be equal to the difference between the Initial Issue Price per Share and the value per Share of the Sub-Fund s portfolio (or in the case of the launch of new Class, the value per Share of the Sub-Fund s portfolio attributable to such Class) (including such pre-hedging transactions) at the Launch Date. This cost (thereafter Pre-hedging Cost ) represents the cost of the Swap Counterparty bearing the market risk of entering into such pre-hedging arrangements prior to the Launch Date. Such Prehedging Costs will be accounted for in the relevant Swap Transaction and accordingly in determining the NAV per Share. Therefore such Pre-hedging Costs will when positive be borne by investors upon subscription. In the event that the value per Share of the Sub-Fund s portfolio at the Launch Date is higher than the Initial Issue Price per Share, the Pre-hedging Costs will be negative and the Swap Counterparty will bear such negative Pre-hedging Costs. The Pre-Hedging Costs as determined above may continue to be borne by new investors in the Sub- Fund, or Class of Shares, as applicable, for a period after the Launch Date, such period (which shall be no longer than one year after the Launch Date) to be agreed by the Swap Counterparty and the Management Company on or about the Launch Date, in order to avoid any dilution of the investments made by the investors who invested into the Sub-Fund on or during such period after the Launch Date. After such period of time, the Pre-Hedging Costs will be either written off or accrued, as appropriate, over a predefined period of time, unless otherwise specified in the Sub-Fund s Product Annex. Change of Underlying Asset The Board of Directors may decide, if it considers it to be in accordance with the Law and in the interests of the Company or any relevant Sub-Fund to do so, to substitute the existing Underlying Asset of a Sub-Fund for another Underlying Asset. The Board of Directors may, for instance, decide to substitute such an Underlying Asset in the following circumstances: the swaps other techniques or instruments described under Investment Restrictions which are necessary for the implementation of the relevant Sub-Fund's Investment Objective cease to be available in a manner which is regarded as acceptable by the Board of Directors; the accuracy and availability of data of a particular Underlying Asset has deteriorated; the components of the Underlying Asset would cause the Sub-Fund (if it were to follow the Underlying Asset closely) to be in breach of the limits set out under Investment Restrictions and/or materially affect the taxation or fiscal treatment of the Company or any of its Shareholders; the particular Underlying Asset ceases to exist or, in the determination of the Board of Directors, there is a material change in the formula for or the method of calculating a component of the Underlying Asset or there is a material modification of the component of the Underlying Asset; the counterparty of swap agreements or options or other derivative instruments notifies the Company that there is limited liquidity in a portion of the component securities of the Underlying Asset or it becomes impractical in respect of Shares of Class E to invest in the components of the Underlying Asset ; the Index Sponsor increases its license fees to a level which the Board of Directors considers excessive; or any successor Index Sponsor is not considered acceptable by the Board of Directors. The above list is indicative only and cannot be understood as being exhaustive or limiting the ability of the Board of Directors to change the Underlying Asset in any other circumstances as the Board of Directors considers appropriate. The Shareholders of the relevant Sub-Fund will be notified of the decision of the Board of Directors to proceed to change the Underlying Asset by the publication of a notice in a Luxembourg daily newspaper as well as, if necessary, in the official publications specified in the respective jurisdictions in which the Shares are made available for public distribution. The Prospectus will be updated in case of substitution of the existing Underlying Asset of a Sub-Fund for another Underlying Asset. 22
TYPOLOGY OF RISK PROFILES Unless otherwise specified in the relevant Product Annex, the Sub-Funds are available for investment by Institutional and Retail Investors. The Sub-Funds are however complex products where typical investors are expected to be informed investors and to especially have a good knowledge of derivatives instruments. Generally speaking, typical investors are expected to be willing to adopt capital and income risk. The risk associated with an investment in the various Sub-Funds of the Company can be low, medium or high as described below: a 'low risk' grading applies to Sub-Funds exposed to limited capital losses. The low expectation of capital losses is the result of the low intrinsic volatility of the asset class(es) to which the Sub- Funds are exposed and/or the implementation of capital protection strategies (including, as the case may be, a bank guarantee applying on (a) date(s) as specified in the relevant Product Annex); a 'medium risk' grading applies to Sub-Funds exposed to capital losses either because the asset classes to which the Sub-Funds are exposed have a medium intrinsic volatility and/or because the Sub-Funds entail some capital protection; and a 'high risk' grading applies to Sub-Funds providing an exposure to asset classes with a high intrinsic volatility and/or limited liquidity and where no capital protection strategies are implemented. The above grading is indicative of the level of risk associated with each Sub-Fund and is not supposed to be a guarantee of likely returns. It should only be used for comparison purposes with other Sub-Funds offered to the public by the Company. If you are in any doubt as to the level of risk that you should take, you should seek independent advice from your personal investment adviser. 23
INVESTMENT RESTRICTIONS The Company and the Sub-Funds are subject to the Investment Restrictions set out below. The Company may adopt further investment restrictions in order to conform to particular requirements in the countries where the Shares of the Company shall be distributed. To the extent permitted by applicable law and regulation, the Board of Directors may decide to amend the Investment Restrictions set forth below for any newly created Sub-Fund if this is justified by the specific Investment Policy of such Sub-Fund. Any amendments to the investment restrictions which relate to a particular Sub-Fund will be disclosed in the relevant Product Annex to this Prospectus. 1 Investment Instruments 1.1 The Company's investments in relation to each Sub-Fund may consist solely of: (a) (b) (c) (d) (e) (f) transferable securities and Money Market Instruments admitted to official listing on a stock exchange in an EU Member State; transferable securities and Money Market Instruments dealt on another Regulated Market in an EU Member State; transferable securities and Money Market Instruments admitted to official listing on a stock exchange in a non-eu Member State or dealt on another Regulated Market in a non-eu Member State provided that such choice of stock exchange or market is in an OECD Member State; new issues of transferable securities and Money Market Instruments, provided that: - the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange or to another Regulated Market, provided that such choice of stock exchange or market is in an OECD Member State; - such admission is secured within a year of issue; units of UCITS and/or other collective investment undertakings within the meaning of the first and second indent of Article 1 (2) of the UCITS Directive, should they be situated in an EU Member State or not, provided that: - such other collective investment undertakings are authorised under the laws of the United States of America, Canada, Japan, Hong Kong, Switzerland, the European Union or Norway; - the level of protection for unit-holders in the other collective investment undertakings is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and Money Market Instruments are equivalent to the requirements of the UCITS Directive; - the business of the other collective investment undertakings is reported in half-yearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period; - no more than 10% of the UCITS' or the other collective investment undertakings' net assets, whose acquisition is contemplated, can, according to their fund rules or constitutional documents, be invested in aggregate in units of other UCITS or other collective investment undertakings; deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in an EU Member State or, if the registered office of the credit institution is situated in a non-eu Member State, provided that it is situated in an OECD Member State or a member state of the Financial Action Task Force (FATF); (g) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a Regulated Market referred to in subparagraphs a), b) and c); and/or OTC derivatives, provided that: - the underlying consists of instruments covered by this section 1, financial indices, interest rates, foreign exchange rates or currencies, in which a Sub-Fund may invest according to its Investment Objective as stated in the Prospectus and the relevant Product Annex; - the counterparties to OTC derivative transactions are First Class Institutions; and 24
(h) - the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Company's initiative; and/or Money Market Instruments other than those dealt in on a Regulated Market if the issue or issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that they are: - issued or guaranteed by a central, regional or local authority or central bank of an EU Member State, the European Central Bank, the EU or the European Investment Bank, a non-eu Member State or, in the case of a federal State, by one of the members making up the federation, or by a public international body to which one or more EU Member States belong; or - issued by an undertaking, any securities of which are listed on a stock exchange or dealt in on Regulated Markets referred to in subparagraphs a), b) or c); or - issued or guaranteed by an establishment subject to prudential supervision, in accordance with criteria defined by European Community law, or by an establishment which is subject to and complies with prudential rules considered by the Luxembourg supervisory authority to be at least as stringent as those laid down by European Community law; or - issued by other bodies belonging to the categories approved by the Luxembourg supervisory authority provided that investments in such instruments are subject to investor protection rules equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least EUR 10 million and which (i) represents and publishes its annual accounts in accordance with Directive 78/660/EEC, (ii) is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or (iii) is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. 1.2 Contrary to the investment restrictions laid down in paragraph 1.1 above, each Sub-Fund may: (a) invest up to 10% of its net assets in transferable securities and Money Market Instruments other than those referred to under paragraph 1.1 above; and (b) hold liquid assets on an ancillary basis. Money Market Instruments held as ancillary liquid assets may not have a maturity exceeding 12 months. 2 Risk Diversification 2.1 In accordance with the principle of risk diversification, the Company is not permitted to invest more than 10% of the net assets of a Sub-Fund in transferable securities or Money Market Instruments of one and the same issuer. The total value of the transferable securities and Money Market Instruments in each issuer in which more than 5% of the net assets of a Sub-Fund are invested must not exceed 40% of the value of the net assets of the respective Sub-Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. 2.2 The Company is not permitted to invest more than 20% of the net assets of a Sub- Fund in deposits made with the same body. 2.3 The risk exposure to a counterparty of a Sub-Fund in an OTC derivative transaction may not exceed: - 10% of its net assets when the counterparty is a credit institution referred to in paragraph 1.1 f), or - 5% of its net assets, in other cases. 2.4 Notwithstanding the individual limits laid down in paragraphs 2.1, 2.2 and 2.3, a Sub-Fund may not combine: - investments in transferable securities or Money Market Instruments issued by; - deposits made with; and/or - exposures arising from OTC derivative transactions undertaken with a single body in excess of 20% of its net assets. 2.5 The 10% limit set forth in paragraph 2.1 can be raised to a maximum of 25% in case of certain bonds issued by credit institutions which have their registered 25
office in an EU Member State and are subject by law, in that particular country, to specific public supervision designed to ensure the protection of bondholders. In particular the funds which originate from the issue of these bonds are to be invested, in accordance with the law, in assets which sufficiently cover the financial obligations resulting from the issue throughout the entire life of the bonds and which are allocated preferentially to the payment of principal and interest in the event of the issuer's failure. Furthermore, if investments by a Sub-Fund in such bonds with one and the same issuer represent more than 5% of the net assets, the total value of these investments may not exceed 80% of the net assets of the corresponding Sub-Fund. 2.6 The 10% limit set forth in paragraph 2.1 can be raised to a maximum of 35% for transferable securities and Money Market Instruments that are issued or guaranteed by an EU Member State or its local authorities, by another OECD Member State, or by public international organisations of which one or more EU Member States are members. 2.7 Transferable securities and Money Market Instruments which fall under the special ruling given in paragraphs 2.5 and 2.6 are not counted when calculating the 40% risk diversification ceiling mentioned in paragraph 2.1. 2.8 The limits provided for in paragraphs 2.1 to 2.6 may not be combined, and thus investments in transferable securities or Money Market Instruments issued by the same body or in deposits or derivative instruments with this body shall under no circumstances exceed in total 35% of the net assets of a Sub-Fund. Companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in this section 2. A Sub-Fund may invest, on a cumulative basis, up to 20% of its net assets in transferable securities and Money Market Instruments of the same group. 3 The following exceptions may be made: 3.1 Without prejudice to the limits laid down in section 6 the limits laid down in section 2 are raised to a maximum of 20% for investment in shares and/or bonds issued by the same body if the constitutional documents of the Company so permit, and, if according to the Product Annex relating to a particular Sub-Fund the Investment Objective of that Sub-Fund is to replicate the composition of a certain stock or debt securities index which is recognised by the Luxembourg supervisory authority, on the following basis: - its composition is sufficiently diversified; - the index represents an adequate benchmark for the market to which it refers; - it is published in an appropriate manner. The above 20% limit may be raised to a maximum of 35%, but only in respect of a single body, where that proves to be justified by exceptional market conditions in particular in Regulated Markets where certain transferable securities or Money Market Instruments are highly dominant. 3.2 The Company is authorised, in accordance with the principle of risk diversification, to invest up to 100% of the net assets of a Sub-Fund in transferable securities and Money Market Instruments from various offerings that are issued or guaranteed by an EU Member State or its local authorities, by another OECD Member State, or by public international organisations in which one or more EU Member States are members. These securities must be divided into at least six different issues, with securities from one and the same issue not exceeding 30% of the total net assets of a Sub-Fund. 4 Investment in UCITS and/or other collective investment undertakings 4.1 A Sub-Fund may acquire the units of UCITS and/or other collective investment undertakings referred to in paragraph 1.1 e), provided that no more than 20% of its net assets are invested in units of a single UCITS or other collective investment undertaking. If the UCITS or the other collective investment undertakings have multiple compartments (within the meaning of articles 40 and 181 of the Law) and the assets of a compartment may only be used to satisfy the rights of the investors relating to that compartment and the rights of those creditors whose claims have arisen in connection with the setting-up, operation and liquidation of that compartment, each compartment is considered as a separate issuer for the purposes of applying the above limit. 4.2 Investments made in units of collective investment undertakings other than UCITS may not exceed, in aggregate, 30% of the net assets of the Sub-Fund. 26
When a Sub-Fund has acquired units of UCITS and/or other collective investment undertakings, the assets of the respective UCITS or other collective investment undertakings do not have to be combined for the purposes of the limits laid down in section 2. 4.3 When a Sub-Fund invests in the units of other UCITS and/or other collective investment undertakings that are managed, directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a direct or indirect interest of more than 10% of the capital or the votes, that management company or other company may not charge subscription or redemption fees on account of the Sub-Fund's investment in the units of such other UCITS and/or collective investment undertakings and may only levy a reduced management fee of a maximum of 0.25%. A Sub-Fund that invests a substantial proportion of its assets in other UCITS and/or collective investment undertakings shall disclose in its Product Annex the maximum level of the management fees that may be charged both to the Sub- Fund itself and to the other UCITS and/or collective investment undertakings in which it intends to invest. In the annual report of the Company it shall be indicated for each Sub-Fund the maximum proportion of management fees charged both to the Sub-Fund and to the UCITS and/or other collective investment undertaking in which the Sub-Fund invests. 5 Tolerances and multiple compartment issuers If, because of market movements or the exercising of subscription rights, the limits mentioned in this section 1 are exceeded, the Company must have as a priority objective in its sale transactions to reduce these positions within the prescribed limits, taking into account the best interests of the Shareholders. Provided that they continue to observe the principles of diversification, newly established Sub-Funds may deviate from the limits mentioned under sections 2, 3 and 4 above for a period of six months following the date of their initial launch. If an issuer of Investment Instruments is a legal entity with multiple compartments and the assets of a compartment may only be used to satisfy the rights of the investors relating to that compartment and the rights of those creditors whose claims have arisen in connection with the setting-up, operation and liquidation of that compartment, each compartment is considered as a separate issuer for the purposes of applying the limits set forth under 2, 3.1 and 4. 6 Investment Prohibitions The Company is prohibited from: 6.1 Acquiring equities with voting rights that would enable the Company to exert a significant influence on the management of the issuer in question; 6.2 Acquiring more than - 10% of the non-voting equities of one and the same issuer; - 10% of the debt securities issued by one and the same issuer; - 10% of the Money Market Instruments issued by one and the same issuer; or - 25% of the units of one and the same UCITS and/or other undertaking for collective investment. The limits laid down in the second, third and fourth indents may be disregarded at the time of acquisition if at that time the gross amount of the debt securities or of the Money Market Instruments, or the net amount of the securities in issue, cannot be calculated. Exempted from the above limits are transferable securities and Money Market Instruments which, in accordance with article 48, paragraph 3 of the Law are issued or guaranteed by an EU Member State or its local authorities, by another Member State of the OECD or which are issued by public international organisations of which one or more EU Member States are members. 6.3 Selling transferable securities, Money Market Instruments and other investment instruments mentioned under sub-paragraphs e) g) and h) of paragraph 1.1 short. 6.4 Acquiring precious metals or related certificates. 6.5 Investing in real estate and purchasing or selling commodities or commodities contracts. 6.6 Borrowing on behalf of a particular Sub-Fund, unless: - the borrowing is in the form of a back-to-back loan for the purchase of foreign currency; 27
- the loan is only temporary and does not exceed 10% of the net assets of the Sub-Fund in question. Taking into account the possibility of a temporary loan amounting to not more than 10% of the net assets of the Sub-Fund in question, the overall exposure may not exceed 210% of the net assets of the Sub-Fund in question. 6.7 Granting credits or acting as guarantor for third parties. This limitation does not refer to the purchase of transferable securities, Money Market Instruments and other investment instruments mentioned under sub-paragraphs e), g) and h) of paragraph 1.1 that are not fully paid up. 7 Risk management and limits with regard to derivative instruments and the use of techniques and instruments 7.1 The Company must employ (i) a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio and (ii) a process for accurate and independent assessment of the value of OTC derivatives. 7.2 Each Sub-Fund shall ensure that its global risk exposure relating to derivative instruments does not exceed its total Net Asset Value. The risk exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions. This shall also apply to the following subparagraphs. A Sub-Fund may invest, as a part of its Investment Policy and within the limit laid down in paragraphs 2.7 and 2.8, in financial derivative instruments provided that the exposure to the underlying assets does not exceed in aggregate the investment limits laid down in section 2. If a Sub-Fund invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in section 2. When a transferable security or Money Market Instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this section. 8 Techniques and Instruments for Hedging Currency Risks In order to protect its present and future assets and liabilities against the fluctuation of currencies, the Company may enter into foreign exchange transactions, call options or put options in respect of currencies, forward foreign exchange transactions, or transactions for the exchange of currencies, provided that these transactions be made either on a Regulated Market or over-the-counter with First Class Institutions specialising in these types of transactions. The objective of the transactions referred to above presupposes the existence of a direct relationship between the contemplated transaction and the assets or liabilities to be hedged and implies that, in principle, transactions in a given currency (including a currency bearing a substantial relation to the value of the Reference Currency of a Sub-Fund (usually referred to as cross hedging )) may not exceed the total valuation of such assets and liabilities nor may they, as regards their duration, exceed the period where such assets are held or anticipated to be held or for which such liabilities are incurred or anticipated to be incurred. It should be noted, however, that transactions with the scope of hedging currencies for single share classes of a Sub- Fund may have a negative impact on the NAV of other share classes of the same Sub-Fund since share classes are not separate legal entities. 9 Securities Lending and Repo Transactions The investment restrictions described under this section are the main applicable restrictions but are not exhaustive. All the applicable restrictions can be found in the CSSF Circular 08/356 as amended from time to time. Those transactions shall exclusively be entered into for one or more of the following specific aims: (i) reduction of risk, (ii) reduction of cost and (iii) generation of additional capital or income for the Company with a level of risk which is consistent with the risk profile of the Company and its relevant Sub-Fund and the risk diversification rules applicable to them. Moreover those transactions may be carried out for 100% of the assets held by the relevant Sub-Fund provided (i) that their volume is kept at an appropriate level or that the Company is entitled to request the return of the securities lent in a manner that enables it, at all times, to meet its redemption obligations and (ii) that these transactions do not jeopardise the management of the Company' assets in accordance with the investment policy of the relevant Sub-Fund. Their risks shall be captured by the risk management process of the Company. 9.1 Securities lending transactions The Company may enter into securities lending transactions provided that it complies with the following rules: 28
9.1.1 the Company may lend securities either directly or through a standardised system organised by a recognised clearing institution or a lending program organised by a financial institution subject to prudential supervision rules which are recognised by the CSSF as equivalent to those laid down in Community law and specialised in this type of transactions; 9.1.2 the borrower must be subject to prudential supervision rules considered by the CSSF as equivalent to those prescribed by Community law; 9.1.3 the counterparty risk of the Company vis-à-vis a single counterparty arising from one or more securities lending transaction(s) may not exceed 10% of the assets of the relevant Sub-Fund when the counterparty is a financial institution falling within paragraph 1.1 f) above, or 5% of its assets in all other cases. 9.1.4 as part of its lending transactions, the Company must receive collateral, the value of which, during the duration of the lending agreement, must be equal to at least 90% of the global valuation of the securities lent (interests, dividends and other eventual rights included); 9.1.5 such collateral must be received prior to or simultaneously with the transfer of the securities lent. When the securities are lent through of the intermediaries referred to under 9.1.1 above, the transfer of the securities lent may be effected prior to receipt of the collateral, if the relevant intermediary ensures proper completion of the transaction. Said intermediary may provide collateral in lieu of the borrower; 9.1.6 the collateral must be given in the form of: (i) (ii) (iii) (iv) (v) liquid assets such as cash, short term bank deposits, money market instruments as defined in Directive 2007/16/EC of 19 March 2007, letters of credit and guarantees at first demand issued by a first class credit institution not affiliated to the counterparty; bonds issued or guaranteed by a Member State of the OECD or by their local authorities or supranational institutions and bodies of a community, regional or world-wide scope; shares or units issued by money market-type UCIs calculating a daily net asset value and having a rating of AAA or its equivalent; shares or units issued by UCITS investing mainly in bonds/shares mentioned under (v) and (vi) hereunder; bonds issued or guaranteed by first class issuers offering an adequate liquidity; or (vi) shares admitted to or dealt in on a regulated market of a Member State of the European Union or on a stock exchange of a Member State of the OECD, provided that these shares are included in a main index; 9.1.7 the collateral given under any form other than cash or shares/units of a UCI/UCITS shall be issued by an entity not affiliated to the counterparty; 9.1.8 when the collateral given in the form of cash exposes the Company to a credit risk vis-à-vis the trustee of this collateral, such exposure shall be subject to the 20% limitation as laid down in section 2.2 above. Moreover such cash collateral shall not be safekept by the counterparty unless it is legally protected from consequences of default of the latter; 9.1.9 the collateral given in a form other than cash shall not be safekept by the counterparty, except if it is adequately segregated from the latter's own assets; 9.1.10 the Company shall proceed on a daily basis to the valuation of the collateral received. In case the value of the collateral already granted appears to be insufficient in comparison with the amount to be covered, the counterparty shall provide additional collateral at very short term. If appropriate, safety margins shall apply in order to take into consideration exchange risks or market risks inherent to the assets accepted as collateral; 29
9.1.11 the Company shall ensure that it is able to claim its rights on the collateral in case of the occurrence of an event requiring the execution thereof, meaning that the collateral shall be available at all times, either directly or through the intermediary of a first class financial institution or a wholly-owned subsidiary of this institution, in such a manner that the Company is able to appropriate or realise the assets given as collateral, without delay, if the counterparty does not comply with its obligation to return the securities lent; 9.1.12 during the duration of the agreement, the collateral cannot be sold or given as a security or pledged, except if the Company has other means of coverage; and, 9.1.13 the Company shall disclose the global valuation of the securities lent in the Annual and Semi-Annual Reports. 9.2 Repo transactions The Company may enter into (i) repurchase transactions which consist in the purchase or sale of securities with a clause reserving the seller the right or the obligation to repurchase from the acquirer the securities sold at a price and term specified by the two parties in their contractual arrangement and (ii) reverse repurchase agreement transactions, which consist of a forward transaction at the maturity of which the seller (counterparty) has the obligation to repurchase the securities sold and the Company the obligation to return the securities received under the transaction (collectively, the repo transactions ). The Company can act either as purchaser or seller in repo transactions. Its involvement in such transactions is however subject to the following rules: 9.2.1 the fulfilment of the conditions 9.1.2 and 9.1.3; 9.2.2 during the life of a repo transaction with the Company acting as purchaser, the Company shall not sell the securities which are the object of the contract, before the counterparty has exercised its option or until the deadline for the repurchase has expired, unless the Company has other means of coverage; 9.2.3 the securities acquired by the Company under a repo transaction must conform to the Sub-Fund s investment policy and investment restrictions and must be limited to: (i) short-term bank certificates or money market instruments as defined in Directive 2007/16/EC of 19 March 2007; (ii) bonds issued by non-governmental issuers offering an adequate liquidity; and, (iii) assets referred to under 9.1.6 (ii), (iii) and (vi) above. 9.2.4 the Company shall disclose the total amount of the open repo transactions on the date of reference of its Annual and Semi- Annual Reports. 9.3 Reinvestment of the cash collateral (i) (ii) The Company may reinvest the collateral received in the form of cash under securities lending and/or repo transactions in: shares or units of UCIs of the money market-type, calculating a daily net asset value and which have a rating of AAA or its equivalent; short-term bank deposits eligible in accordance with section 1 above; (iii) money market instruments as defined in Directive 2007/16/EC of 19 March 2007 and eligible in accordance with section 1 under Investment Restrictions ; (iv) short-term bonds issued or guaranteed by a Member State of the European Union, Switzerland, Canada, Japan or the United States or by their local authorities or by supranational institutions and bodies of a community, regional or world-wide scope and eligible in accordance with section 1 above; (v) bonds issued or guaranteed by first class issuers offering an adequate liquidity; and (vi) reverse repurchase agreements. In addition, the conditions under 9.1.7, 9.1.8, 9.1.9 and 9.1.12 above, shall apply mutatis mutandis to the assets into which the cash collateral is reinvested. The reinvestment of the cash collateral is not subject to the diversification rules generally applicable to the Company, provided however, that the Company must avoid an 30
excessive concentration of its reinvestments, both at issuer level and at instrument level (reinvestments in assets referred to under (i) and (ii) above are exempt from this requirement). The reinvestment of the cash collateral in financial assets providing a return in excess of the risk free rate shall be taken into account for the calculation of the Company's global exposure in accordance with section 7.2 above. The Annual and Semi-Annual Reports of the Company shall disclose the assets into which the cash collateral is re-invested. 31
RISK FACTORS The discussion below is of general nature and is intended to describe various risk factors associated with an investment in the Shares. The following are a number of risk factors associated with an investment in the Shares to which the attention of investors is drawn. However, these are not intended to be exhaustive and there may be other considerations that should be taken into account in relation to an investment. Investors should consult their own advisors before considering an investment in the Shares. What factors will be of relevance to the Shares relating to a particular Sub-Fund will depend upon a number of interrelated matters including, but not limited to, the nature of the Shares, the Underlying Asset, the Hedging Asset and the techniques used to link the Hedging Asset to the Underlying Asset. No investment should be made in the Shares until careful consideration of all those factors has been made. I. Introduction An investment in the Shares involves risks. These risks may include or relate to, among others, equity market, bond market, foreign exchange, interest rate, credit, market volatility and political risks and any combination of these and other risks. Some of these risk factors are briefly discussed below. Prospective investors should be experienced with respect to transactions in instruments such as the Shares, the Hedging Asset, the Underlying Asset and the techniques used to link the Hedging Asset to the Underlying Asset. Investors should understand the risks associated with an investment in the Shares and should only reach an investment decision after careful consideration with their legal, tax, accounting, financial and other advisers of (i) the suitability of an investment in the Shares in the light of their own particular financial, fiscal and other circumstances, (ii) the information set out in this Prospectus, (iii) the nature of the Underlying Asset, (iv) the risks associated with the use by the Sub- Fund of derivative techniques and (v) the nature of the Hedging Asset. Investors in the Shares should recognise that the Shares may decline in value and should be prepared to sustain a total loss of their investment in the Shares. Where the Shares have a Maturity Date, the shorter the remaining term of the Shares is, the higher might be the risk of decline in value of the Shares. Even where the Shares contain some form of capital protection feature via the investment in the Hedging Asset (such form of capital protection feature - if any - being described in the relevant Product Annex), the protection feature may not be fully applicable to the initial investment made by an Investor in the Shares, especially (i) when the purchase, sale or subscription of the Shares does not take place during the Offering Period, (ii) when Shares are redeemed or sold before their Maturity Date (if any) or (iii) when the Hedging Asset or the techniques used to link the Hedging Asset to the Underlying Asset fail to deliver the expected returns. An investment in the Shares should only be made after assessing the direction, timing and magnitude of potential future changes in the value of the Underlying Asset and the Hedging Asset, as the return of any such investment will be dependent, inter alia, upon such changes. Risk factors may occur simultaneously and/or may compound each other resulting in an unpredictable effect on the value of the Shares. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Shares. II. General Risk Factors II.a. Holdings of DB Affiliates Investors should be aware that DB Affiliates may from time to time own interests in any individual Sub- Fund which may represent a significant amount or proportion of the overall investor holdings in the relevant Sub-Fund. Investors should consider what possible impact such holdings by DB Affiliates may have on them. For example, DB Affiliates may like any other Shareholder ask for the redemption of all or part of their Shares of any Class of the relevant Sub-Fund in accordance with the provisions of this Prospectus which could result in (a) a reduction in the Net Asset Value of the relevant Sub-Fund to below the Minimum Net Asset Value which might result in the Board of Directors deciding to close the Sub-Fund and compulsory redeem all the Shares relating to the Sub-Fund or (b) an increase in the holding proportion of the other Shareholders in the Sub-Fund beyond those allowed by laws or internal guidelines applicable to such Shareholder. II.b.Valuation of the Underlying Asset, the Hedging Asset and of the derivative techniques Investors in the Shares should be aware that such an investment involves assessing the risk of an investment linked to the Underlying Asset and, where applicable, the Hedging Asset and the techniques used to link the Hedging Asset to the Underlying Asset or the techniques used to link the net proceeds of any issue of Shares to the Underlying Asset(s). Investors should be experienced with respect to transactions involving the purchase of Shares the value of which derives from an Underlying Asset possibly in combination with a Hedging Asset. The value of the Underlying Asset and the Hedging Asset and the value of the techniques used to link them and the techniques used to link the net proceeds of any issue of Shares to the Underlying Asset(s) may vary over time and may increase or decrease by reference to a variety of factors which may include, amongst others, corporate actions, macro economic factors and speculation. Where the Underlying Asset is a basket of securities or one or more indices, the changes in the value of any one security or index may be offset or intensified by fluctuations in the value of other securities or indices 32
which comprise such constituents of the Underlying Asset or by changes in the value of the Hedging Asset itself. II.c. Exchange Rates Investors in the Shares should be aware that an investment in the Shares may involve exchange rate risks. For example (i) the Underlying Asset may directly or indirectly provide exposure to a number of different currencies of emerging market or developed countries; (ii) the Underlying Asset and/or the Hedging Asset may be denominated in a currency other than the Reference Currency; (iii) the Shares may be denominated in a currency other than the currency of the investor s home jurisdiction; and/or (iv) the Shares may be denominated in a currency other than the currency in which an investor wishes to receive his monies. Exchange rates between currencies are determined by factors of supply and demand in the international currency markets, which are influenced by macro economic factors (such as the economic development in the different currency areas, interest rates and international capital movements), speculation and central bank and government intervention (including the imposition of currency controls and restrictions). Fluctuations in exchange rates may affect the value of the Shares. II.d. Interest Rate Investors in the Shares should be aware that an investment in the Shares may involve interest rate risk in that there may be fluctuations in the currency of denomination of the Underlying Asset and/or the Hedging Asset (if applicable) and/or the Shares. Interest rates are determined by factors of supply and demand in the international money markets which are influenced by macro economic factors, speculation and central bank and government intervention. Fluctuations in short term and/or long term interest rates may affect the value of the Shares. Fluctuations in interest rates of the currency in which the Shares are denominated and/or fluctuations in interest rates of the currency or currencies in which the Underlying Asset and/or the Hedging Asset are denominated may affect the value of the Shares. II.e. Market Volatility Market volatility reflects the degree of instability and expected instability of the performance of the Shares, the Underlying Asset and/or the Hedging Asset, and/or the techniques to link the Hedging Asset to the Underlying Asset, where applicable, or the techniques used to link the net proceeds of any issue of Shares to the Underlying Asset(s), where applicable. The level of market volatility is not purely a measurement of the actual volatility, but is largely determined by the prices for instruments which offer investors protection against such market volatility. The prices of these instruments are determined by forces of supply and demand in the options and derivatives markets generally. These forces are, themselves, affected by factors such as actual market volatility, expected volatility, macro economic factors and speculation. II.f. Credit Risk Investors in the Shares should be aware that such an investment may involve credit risk. Bonds or other debt securities involve credit risk to the issuer which may be evidenced by the issuer's credit rating. Securities which are subordinated and/or have a lower credit rating are generally considered to have a higher credit risk and a greater possibility of default than more highly rated securities. In the event that any issuer of bonds or other debt securities experiences financial or economic difficulties, this may affect the value of the relevant securities (which may be zero) and any amounts paid on such securities (which may be zero). This may in turn affect the Net Asset Value per Share. Investors in any Sub-Fund with an Indirect Investment Policy should be aware that the Hedging Asset for such Sub- Fund, where applicable, will generally include bonds or other debt instruments that involve credit risk. Moreover, where such Sub-Fund provides for a capital protection feature, the functioning of such feature will often be dependent on the due payment of the interest and principal amounts on the bonds or other debt instruments in which the Sub-Fund is invested as Hedging Asset. II.g. Liquidity Risk Certain types of assets or securities may be difficult to buy or sell, particularly during adverse market conditions. This may affect the ability to obtain prices for the components of the Underlying Asset and may therefore affect the value of the Underlying Asset. This may in turn affect the Net Asset Value per Share. II.h. Additional risks associated with an Underlying Asset linked to specific types of securities or assets There are special risk considerations associated with an Underlying Asset of which the performance is linked directly or indirectly to the following types of securities or assets. The degree of exposure to such factors will depend on the precise way in which the Underlying Asset is linked to such assets. Hedge Funds and other Alternative Investment Funds The following is a non-exhaustive list of the risks associated with investing in hedge funds and other alternative investment funds (together Alternative Investment Fund ). (i) Nature of an Alternative Investment Fund: An Alternative Investment Fund is an investment vehicle which pools the investments of investors and uses the proceeds to invest in one or more particular investment strategies in order to try to achieve a positive return for investors. Alternative Investment Funds typically engage in unconventional and alternative investment strategies. Alternative Investment Funds are normally subject to little or no regulation and are often based in "offshore" jurisdictions such as the Cayman Islands, the British Virgin Islands, Jersey or Guernsey. Alternative Investment Funds are a relatively heterogeneous asset class in which the managers may determine 33
their strategies in their sole discretion. As a consequence there is no commonly accepted definition for the strategies employed by Alternative Investment Funds. It can even be impossible to associate certain Alternative Investment Funds with only one specific definition of a strategy. Furthermore there are various levels on which classifications can be made: any general strategy consists of various substrategies which may be very different from each other. (ii) Economic conditions: the success of any investment activity is affected by general economic conditions, which may include changes in (amongst other things) the timing and direction of interest rates, credit spreads, foreign exchange rates, commodities prices and other macro-economic factors. (iii) Past performance information: Alternative Investment Funds may only be recently formed or have no operating or performance record and certain information may be private or only available on a confidential basis. Moreover, past results are not indicative of future performance. No assurance can be made that an Alternative Investment Fund will achieve its objectives, that profits will be achieved or that substantial losses or total loss will not be incurred. (iv) Litigation and enforcement risk: Alternative Investment Funds may accumulate substantial investment positions in the securities of a specific company or engage in a dispute, become involved in litigation, or attempt to gain control of a company. Under such circumstances, an Alternative Investment Fund could be named as a defendant in a lawsuit or regulatory action. Further, there have been a number of widely reported instances of Alternative Investment Fund violations of securities laws, including the misuse of confidential information. Such violations may result in substantial Alternative Investment Fund liabilities for damages caused to others, for the repayment of profits realised, and for penalties. If that were the case, an Alternative Investment Fund's value might be substantially diminished and the past performance of such Alternative Investment Fund may be misleading. (v) Conflicts of interests: conflicts of interests may arise between an Alternative Investment Fund and its trading advisor (the Trading Advisor in respect of an Alternative Investment Fund is the entity which provides investment management services to the Alternative Investment Fund) and/or its other service providers. Investment management companies normally manage assets of other clients that make investments similar to those made on behalf of an Alternative Investment Fund and/or any funds in which it may invest. Such clients could thus compete for the same trades or investments and allocation procedures may adversely affect the price paid or received for investments or the size of positions obtained or disposed. (vi) Holding of an Alternative Investment Fund s assets: an Alternative Investment Fund may appoint a bank, broker, prime broker or derivative counterparty to be responsible for clearing, financing and reporting services with respect to the securities transactions entered into by the relevant Trading Advisor. In certain cases brokers, banks or derivative counterparties may not have the same credit rating as a large western European bank (or any credit rating) and may have limited or no statutory supervisory obligations. As a broker, prime broker, bank or derivative counterparty may in some cases have limited or no regulatory obligations, internal fraud may be much more difficult to detect. In the event of a broker s, prime broker s, bank s or derivative counterparty s insolvency the relevant Alternative Investment Fund may lose some or all of the investments held or entered into with the broker, bank or derivative counterparty. Where investments by an Alternative Investment Fund are classified by the relevant prime broker as collateral, they may not be segregated by such prime broker from its own investments. As a result, such investments may be available to the creditors of such prime broker in the event of its insolvency and the relevant Alternative Investment Fund may lose some or all of its interest in such investments. (vii) Indemnification: Alternative Investment Funds are generally required to indemnify their Trading Advisors or other service providers. Any indemnification paid by an Alternative Investment Fund would reduce its value. (viii) Potential cross class liability: an Alternative Investment Fund may offer various share classes. Usually each share class will be maintained by the Alternative Investment Fund separately with separate accounting records and with the capital contributions (and investments made therewith) kept in segregated accounts. It should be noted, however, that the share classes are not separate legal entities but rather share classes in the Alternative Investment Fund and the Alternative Investment Fund as a whole, including all of such separate share classes, is normally one legal entity. Thus, all of the assets of the Alternative Investment Fund are available to meet all of the liabilities of the Alternative Investment Fund, regardless of the share class to which such assets or liabilities are attributable. (ix) Fees: Alternative Investment Funds typically receive services from service providers including the Trading Advisor in relation to their management and operation and therefore tend to suffer a high level of fees which are deducted from the returns available to investors. A Trading Advisor will typically receive performance related fees, which may be substantial. The manner of calculating such fees may create an incentive for the Trading Advisor to make investments that are riskier or more speculative than would be the case if such fees were not paid to the Trading Advisor. In addition, since the performance fees may be calculated on a basis that includes both unrealised and realised gains on the relevant Alternative Investment Fund s assets, such fees may be greater than if they were based solely on realised gains. (x) Trading Advisor: the performance of an Alternative Investment Fund will depend on the performance of the investments selected by its Trading Advisor and, to a great extent, upon the 34
expertise of key individuals associated with the day-to-day operations of the Trading Advisor. Any withdrawal or other cessation of investment activities on behalf of the Trading Advisor by any of these individuals could result in losses and/or the termination or the dissolution of the relevant Alternative Investment Fund. The investment strategy, investment restrictions and investment objective of an Alternative Investment Fund give its Trading Advisor considerable discretion to invest the assets thereof and there can be no guarantee that the Trading Advisor s investment decisions will be profitable or will effectively hedge against the risk of market or other conditions causing the value of the relevant Alternative Investment Fund to decline. (xi) Hedging risks: a Trading Advisor may utilise warrants, futures, forward contracts, swaps, options and other derivative instruments involving securities, currencies, interest rates, commodities and other asset categories (and combinations of the foregoing) for the purposes of establishing market neutral arbitrage positions as part of its trading strategies and to hedge against movements in the capital markets. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions value. Such hedging transactions may also limit the opportunity for gain if the value of the portfolio position should increase. Moreover, it may not always be possible for the Trading Advisor to execute hedging transactions, or to do so at prices, rates or levels advantageous to the Alternative Investment Fund. The success of any hedging transactions will be subject to the movements in the direction of securities prices and currency and interest rates, and stability or predictability of pricing relationships. Therefore, while an Alternative Investment Fund might enter into such transactions to reduce currency exchange rate and interest rate risks, unanticipated changes in currency or interest rates may result in poorer overall performance for the Alternative Investment Fund than if it had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. Moreover, for a variety of reasons, the relevant Trading Advisor may not be able to, or may not seek to, establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. An imperfect correlation may prevent an Alternative Investment Fund from achieving the intended hedge or expose an Alternative Investment Fund to risk of loss. (xii) Leverage: Alternative Investment Funds may be able to borrow (or employ leverage) without limitation and may utilise various lines of credit and other forms of leverage, including swaps and repurchase agreements. While leverage presents opportunities for increasing an Alternative Investment Fund's total return, it has the effect of potentially increasing losses as well. If income and appreciation on investments made with borrowed funds are less than the required interest payments on the borrowings, the value of the Alternative Investment Fund will decrease. Additionally, any event which adversely affects the value of an investment by an Alternative Investment Fund would be magnified to the extent such Alternative Investment Fund is leveraged. The cumulative effect of the use of leverage by an Alternative Investment Fund in a market that moves adversely to such Alternative Investment Fund's investments could result in a substantial loss to the Alternative Investment Fund that would be greater than if the Alternative Investment Fund were not leveraged. Furthermore, any use by the Alternative Investment Fund of swaps and other derivatives to gain exposure to certain Alternative Investment Funds will leverage the Alternative Investment Fund's assets, and subject it to the risks described above. Two further specific risks are: (1) interest rates: interest rates and changes in interest rates may affect the Net Asset Value of the Alternative Investment Fund index if the relevant Trading Advisor employs leverage. The level of interest rates generally, and the rates at which the relevant Alternative Investment Fund can borrow, will affect its returns and therefore the Alternative Investment Fund index; and (2) operational and market risks: small hedging errors may be amplified by leverage into major duration imbalances that render an investment exposed to directional shifts in the yield curve and may lead to a total loss of the leveraged investment. Hedges may fail to track target investments due to uncorrelated changes in spreads between various instruments, resulting in large unexpected losses. In addition, it is operationally difficult to manage a leveraged portfolio of complex instruments, not only because positions must be monitored for asset performance, but also because prices must be determined and valuation disputes with counterparties resolved to ensure adequate maintenance of collateral for hedging or funding contracts. Failure to do so can lead to defaults on margin maintenance requirements and can expose an Alternative Investment Fund to the withdrawal of credit lines necessary to fund asset positions. (xiii) Risks associated with the use of margin borrowings: a Trading Advisor s anticipated use of shortterm margin borrowings will result in certain additional risks to the Alternative Investment Fund. For example, if securities pledged to brokers to secure an Alternative Investment Fund s margin accounts decline in value, such Alternative Investment Fund could be subject to a margin call, pursuant to which it must either deposit additional funds with the managed account for subsequent deposit with the broker or be the subject of mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of the relevant Alternative Investment Fund s assets, the Trading Advisor might not be able to liquidate assets quickly enough to pay off the margin debt. In such a case, the relevant prime broker may liquidate additional assets of the Alternative Investment Fund, in its sole discretion, in order to satisfy such margin debt. The premiums for certain options traded on non-us exchanges may be paid for on margin. If the Trading 35
Advisor sells an option on a futures contract from the relevant managed account, it may be required to deposit margin in an amount equal to the margin requirement established for the futures contract underlying the option and, in addition, an amount substantially equal to the premium for the option. The margin requirements imposed on the writing of options, although adjusted to reflect the probability that out-of-the-money options will not be exercised, can in fact be higher than those imposed in dealing in the futures markets directly. Whether any margin deposit will be required for over-thecounter options will depend on the agreement of the parties to the transaction. (xiv) Low credit quality securities: Alternative Investment Funds may make particularly risky investments that also may offer the potential for correspondingly high returns. As a result, an Alternative Investment Fund may lose all or substantially all of its investment in any particular instance. In addition, there is no minimum credit standard which is a prerequisite to an Alternative Investment Fund's investment in any security. The debt securities in which an Alternative Investment Fund is permitted to invest may be rated lower than investment grade and hence may be considered to be "junk bonds" or distressed securities. (xv) Distressed securities: Alternative Investment Funds may invest in securities of U.S. and non-u.s. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganisation proceedings. Investments of this type may involve substantial financial and business risks that can result in substantial or, at times, even total losses. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and a court's power to disallow, reduce, subordinate or disenfranchise particular claims. The market prices of such securities are also subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. It may take a number of years for the market price of such securities to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganisation, there exists the risk that the reorganisation will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution to the Alternative Investment Fund of cash or a new security the value of which will be less than the purchase price of the security in respect to which such distribution was made. (xvi) Derivatives: certain Alternative Investment Funds may invest in complex derivative instruments which seek to modify or replace the investment performance of particular securities, commodities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. These instruments generally have counterparty risk and may not perform in the manner expected by the counterparties, thereby resulting in greater loss or gain to the investor. These investments are all subject to additional risks that can result in a loss of all or part of an investment, in particular, interest rate and credit risk, volatility, world and local market price and demand, and general economic factors and activity. Derivatives may have very high leverage embedded in them that can substantially magnify market movements and result in losses greater than the amount of the investment. The Alternative Investment Fund s may also buy or sell options on a variety of underlying assets. Risk of writing (selling) options is unlimited in that the writer of the option must purchase (in the case of a put) or sell (in the case of a call) the underlying security at a certain price upon exercise. There is no limit on the price an Alternative Investment Fund may have to pay to meet its obligations as an option writer. As assets that can have no value at their expiration, options can introduce a significant additional element of leverage and risk to an Alternative Investment Fund s market exposure. The use of certain options strategies can subject an Alternative Investment Fund to investment losses that are significant even in the context of positions for which the relevant Trading Advisor has correctly anticipated the direction of market prices or price relationships. (xvii) Special risks associated with trading in over-the-counter derivatives: some of the markets in which an Alternative Investment Fund may effect derivative transactions are "over-the-counter" or "interdealer" markets, which may be illiquid and are sometimes subject to larger spreads than exchange-traded derivative transactions. The participants in such markets are typically not subject to credit evaluation and regulatory oversight, which would be the case with members of "exchangebased" markets. This exposes the Alternative Investment Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a credit or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide) since such markets may lack the established rules and procedures for swift settlement of disputes among market participants found in "exchange-based" markets. These factors may cause an Alternative Investment Fund to suffer a loss due to adverse market movements while replacement transactions are executed or otherwise. Such "counterparty risk" is present in all swaps, and is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Alternative Investment Fund has concentrated its transactions with a single or small group of counterparties. An Alternative Investment Fund generally is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. In addition, if a Trading Advisor engages in such over-the-counter transactions, the relevant Alternative Investment Fund will be exposed to the risk that the counterparty (usually the relevant prime broker) will fail to perform its obligations under the transaction. The valuation of over- 36
the-counter derivative transactions is also subject to greater uncertainty and variation than that of exchange-traded derivatives. The replacement value of a derivative transaction may differ from the liquidation value of such transaction, and the valuations provided by an Alternative Investment Fund s counterparty to such transactions may differ from the valuations provided by a third party or the value upon liquidation of the transaction. Under certain circumstances it may not be possible for an Alternative Investment Fund to obtain market quotations for the value of an over-the-counter derivatives transaction. An Alternative Investment Fund may also be unable to close out or enter into an offsetting over-thecounter derivative transaction at a time it desires to do so, resulting in significant losses. In particular, the closing-out of an over-the-counter derivative transaction may only be effected with the consent of the counterparty to the transaction. If such consent is not obtained, an Alternative Investment Fund will not be able to close out its obligations and may suffer losses. (xviii) Illiquid investments: certain Alternative Investment Funds may make investments which are subject to legal or other restrictions on transfer or for which no liquid market exists, such as private placements. The market prices, if any, of such investments tend to be more volatile and it may be impossible to sell such investments when desired or to realise their fair value in the event of a sale. Moreover, securities in which an Alternative Investment Fund may invest include those that are not listed on a stock exchange or traded in an over-the-counter market. As a result of the absence of a public trading market for these securities, they are likely to be less liquid than publicly traded securities. There may be substantial delays in attempting to sell non-publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realised from these sales could be less than those originally paid. Furthermore, companies whose securities are not registered or publicly traded are not subject to the disclosure and other investor protection requirements which would be applicable if their securities were registered or publicly traded. In addition, futures positions may become illiquid because, for example, most US commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as daily price fluctuation limits or daily limits. Under such daily limits, no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices in various commodities occasionally have exceeded the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent a Trading Advisor from promptly liquidating unfavourable positions and subject the relevant Alternative Investment Fund to substantial losses. In addition, an exchange or regulatory authority may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. The illiquidity of positions may result in significant unanticipated losses. (xix) Legal and regulatory risks: legal and regulatory changes could adversely affect an Alternative Investment Fund. Regulation of investment vehicles such as the Alternative Investment Fund, and of many of the investments a Trading Advisor is permitted to make on behalf of an Alternative Investment Fund, is still evolving and therefore subject to change. In addition, many governmental agencies, self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future legal or regulatory change on an Alternative Investment Fund is impossible to predict, but could be substantial and adverse. (xx) Short-selling: a short sale involves the sale of a security that an Alternative Investment Fund does not own in the hope of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the Alternative Investment Fund must borrow the security and is obligated to return the security to the lender, which is accomplished by a later purchase of the security. The Alternative Investment Fund realises a profit or a loss as a result of a short sale if the price of the security decreases or increases respectively between the date of the short sale and the date on which the Alternative Investment Fund covers its short position, i.e., purchases the security to replace the borrowed security. A short sale involves the theoretically unlimited risk of an increase in the market price of the security that would result in a theoretically unlimited loss. (xxi) Commodity Futures: Commodity futures markets are highly volatile. Alternative Investment Funds investing in these commodity markets must be able to analyse correctly such markets, which are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies designed to influence commodity prices, world political and economic events, and changes in interest rates. Moreover, investments in futures and options contracts involve additional risks including, without limitation, leverage (margin is usually only 5-15 per cent. of the face value of the contract and exposure can be nearly unlimited). An Alternative Investment Fund's futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent an Alternative Investment Fund from promptly liquidating unfavourable positions and subject it to substantial losses. 37
(xxii) "Soft Dollar" payments: in selecting brokers, banks and dealers to effect transactions on behalf of an Alternative Investment Fund, the relevant Trading Advisor may consider such factors as price, the ability of the brokers, banks and dealers to effect transactions promptly and reliably, their facilities, the operational efficiency with which transactions are effected, their financial strength, integrity and stability and the competitiveness of commission rates in comparison with other brokers, banks and dealers, as well as the quality, comprehensiveness and frequency of any products or services provided, or expenses paid, by such brokers, banks and dealers. Products and services may include research items used by the Trading Advisor in making investment decisions, and expenses may include general overhead expenses of the Trading Advisor. Such "soft dollar" benefits may cause an Alternative Investment Fund manager to execute a transaction with a specific broker, bank, or dealer even though it may not offer the lowest transaction fees. A Trading Advisor is not required to (i) obtain the lowest brokerage commission rates or (ii) combine or arrange orders to obtain the lowest brokerage commission rates on its brokerage business. If a Trading Advisor determines that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and research products or services provided by such broker, it may execute transactions for which such broker s commissions are greater than the commissions another broker might charge. Such brokerage commissions may be paid to brokers who execute transactions for the relevant managed account and which supply, pay for or rebate a portion of the Alternative Investment Fund s brokerage commissions to Alternative Investment Funds for payment of the cost of property or services (such as research services, telephone lines, news and quotation equipment, computer facilities and publications) utilised by the relevant Trading Advisor or its affiliates. A Trading Advisor will have the option to use soft dollars generated by its investment activities to pay for the property and services described above. The term soft dollars refers to the receipt by a Trading Advisor of property and services provided by brokers (or futures commission merchants in connection with futures transactions) without any cash payment by such Trading Advisor based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the Trading Advisor. A Trading Advisor will consider the amount and nature of research services provided by brokers, as well as the extent to which such services are relied upon, and will attempt to allocate a portion of the brokerage business of the relevant managed account on the basis of those considerations. (xxiii) Highly volatile markets: the prices of commodities contracts and all derivative instruments, including futures and options prices, are highly volatile. Price movements of forward contracts, futures contracts, and other derivative contracts in which Alternative Investment Funds may invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and U.S. and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and interest rate related futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Alternative Investment Funds also are subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearing houses. (xxiv) Investments in non-u.s. and non-e.u. markets: a Trading Advisor may invest in securities of issuers that are not located, or subject to regulation, in the United States or the European Union, that are not USD-, GBP- or euro-denominated and that are not traded in the United States or the European Union. Such investments involve certain special risks, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws, including, but not limited to, those relating to expropriation, nationalisation and confiscation. Companies not located in the United States or the European Union are also not generally subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to United States and European Union companies. Further, prices of securities not traded in the United States or the European Union, especially those securities traded in emerging or developing countries, tend to be less liquid and more volatile. In addition, settlement of trades in some such markets may be much slower and more subject to failure than in United States or European Union markets. An investment outside the United States and the European Union could impose additional costs on the relevant managed account. Brokerage commissions generally are higher outside the United States and the European Union and currency conversion costs could be incurred when a Trading Advisor changes investments from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of laws of non-us and non-eu jurisdictions to non-us and non-eu custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalisation and record access) may also arise from the maintenance of assets in jurisdictions outside the United States and the European Union. (xxv) Special risks associated with trading in forward contracts: Alternative Investment Funds may engage in forward trading. Forward contracts, unlike futures contracts, are not traded on exchanges and are not standardised, rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and "cash" trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The 38
principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have been unable to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market traded by the Alternative Investment Funds due to unusually high trading volume, political intervention or other factors. Market illiquidity or disruption could result in major losses to an Alternative Investment Fund. (xxvi) Concentration of investments: Although the Alternative Investment Fund s investments will be diversified the Trading Advisor in respect of an Alternative Investment Fund may invest such Alternative Investment Fund s assets in a limited number of investments that may be concentrated in a few countries, industries, sectors of an economy or issuers. As a result, although investments by Alternative Investment Funds will be diversified, the negative impact on the value of the relevant Alternative Investment Fund from adverse movements in a particular country, economy or industry or in the value of the securities of a particular issuer could be considerably greater than if such Alternative Investment Fund were not permitted to concentrate its investments to such an extent. (xxvii) Turnover: Alternative Investment Funds may invest on the basis of certain short-term market considerations. As a result, the turnover rate within Alternative Investment Funds is expected to be significant, potentially involving substantial brokerage commissions, fees and other transaction costs. (xxviii) Operational and human error: the success of an Alternative Investment Fund depends in part upon the relevant Trading Advisor s accurate calculation of price relationships, the communication of precise trading instructions and ongoing position evaluations. In addition, a Trading Advisor s strategies may require active and ongoing management of durations and other variables, and dynamic adjustments to an Alternative Investment Fund s positions. There is the possibility that, through human error, oversight or operational weaknesses, mistakes could occur in this process and lead to significant trading losses and an adverse effect on the relevant net asset value. (xxix) Reliability of valuations: Alternative Investment Funds are valued pursuant to the Alternative Investment Fund s instrument governing such valuations. As a general matter, the governing instruments of Alternative Investment Funds provide that any securities or investments which are illiquid, not traded on an exchange or in an established market or for which no value can be readily determined, will be assigned such fair value as the respective Management Company may determine in their judgement based on various factors. Such factors include, but are not limited to, aggregate dealer quotes or independent appraisals. Such valuations may not be indicative of what actual fair market value would be in an active, liquid or established market. Futures and Options There are special risk considerations associated with an Underlying Asset of which the performance is linked to futures, options or other derivative contracts. Depending on the nature of the underlying assets, reference rates or other derivatives to which they relate and on the liquidity in the relevant contract, the prices of such instruments may be highly volatile and hence risky in nature. CTA Deposits A CTA Deposit is a margin investment account held with a bank and managed by a Commodity Trading Adviser registered with the US Commodity Futures Trading Commission or any other relevant regulatory authority, under terms that the Commodity Trading Adviser may engage in trading on a margin (leveraged or geared) basis in a variety of liquid financial instruments including listed and unlisted futures, forwards and options relating to a variety of asset classes including but not limited to interest rates, fixed income securities, commodities, currencies and equities (and may also engage in trading directly in a number of such asset classes). Accordingly the risks relating to an exposure directly or indirectly to CTA Deposits will be a complicated function of the risks associated with the underlying asset class, the risks associated with the derivative or other instrument by which such exposure is assumed and the level of gearing. Structured Finance Securities Structured finance securities include, without limitation, asset-backed securities and portfolio creditlinked notes. Asset-backed securities are securities primarily serviced, or secured, by the cash flows of a pool of receivables (whether present or future) or other underlying assets, either fixed or revolving. Such underlying assets may include, without limitation, residential and commercial mortgages, leases, credit card receivables as well as consumer and corporate debt. Asset-backed securities can be structured in different ways, including true sale structures, where the underlying assets are transferred to a special purpose entity, which in turn issues the asset-backed securities, and synthetic structures, in which not the assets, but only the credit risks associated with them are transferred through the use of derivatives, to a special purpose entity, which issues the asset-backed securities. Portfolio credit-linked notes are securities in respect of which the payment of principal and interest is linked directly or indirectly to one or more managed or unmanaged portfolios of reference entities and/or assets ( reference credits ). Upon the occurrence of a credit-related trigger event ( credit event ) with respect to a reference credit (such as a bankruptcy or a payment default), a loss amount 39
will be calculated (equal to, for example, the difference between the par value of an asset and its recovery value). Asset-backed securities and portfolio credit-linked notes are usually issued in different tranches: Any losses realised in relation to the underlying assets or, as the case may be, calculated in relation to the reference credits are allocated first to the securities of the most junior tranche, until the principal of such securities is reduced to zero, then to the principal of the next lowest tranche, and so forth. Accordingly, in the event that (a) in relation to asset-backed securities, the underlying assets do not perform and/or (b) in relation to portfolio credit-linked notes, any one of the specified credit events occurs with respect to one or more of the underlying assets or reference credits, this may affect the value of the relevant securities (which may be zero) and any amounts paid on such securities (which may be zero). This may in turn affect the Net Asset Value per Share In addition the value of structured finance securities from time to time, and consequently the Net Asset Value per Share, may be adversely affected by macro economic factors such as adverse changes affecting the sector to which the underlying assets or reference credits belong (including industry sectors, services and real estate), economic downturns in the respective countries or globally, as well as circumstances related to the nature of the individual assets (for example, project finance loans are subject to risks connected to the respective project). The implications of such negative effects thus depend heavily on the geographic, sector-specific and type-related concentration of the underlying assets or reference credits. The degree to which any particular asset-backed security or portfolio credit-linked note is affected by such events will depend on the tranche to which such security relates; junior tranches, even having received investment grade rating, can therefore be subject to substantial risks. Exposure to structured finance securities may entail a higher liquidity risk than exposure to sovereign or corporate bonds. In the absence of a liquid market for the respective structured finance securities, they may only be traded at a discount from face value and not at the fair value, which may in turn affect the Net Asset Value per Share. Real Estate There are special risk considerations associated with an Underlying Asset of which the performance is linked to securities of companies principally engaged in the real estate industry. These include: the cyclical nature of real estate values, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, environmental risks, regulatory limitations on rents, changes in neighbourhood values, related party risks, changes in the appeal of properties to tenants, increases in interest rates and other real estate capital market influences. Generally, increases in interest rates will increase the costs of obtaining financing, which could directly and indirectly decrease the value of the Underlying Asset and thus the Sub-Fund's investments. Commodities Prices of commodities are influenced by, among other things, various macro economic factors such as changing supply and demand relationships, weather conditions and other natural phenomena, agricultural, trade, fiscal, monetary, and exchange control programmes and policies of governments (including government intervention in certain markets) and other unforeseeable events. Emerging Market Assets Exposure to emerging markets assets generally entails greater risks than exposure to well-developed markets, including potentially significant legal economic and political risks. Emerging markets are by definition "in transformation" and are therefore exposed to the risk of swift political change and economic downturn. In recent years, many emerging market countries have undergone significant political, economic and social change. In many cases, political concerns have resulted in significant economic and social tensions and in some cases both political and economic instability has occurred. Political or economic instability may affect investor confidence, which could in turn have a negative impact on the prices of emerging market exchange rates, securities or other assets. The prices of emerging market exchange rates, securities or other assets are often highly volatile. Movements in such prices are influenced by, among other things, interest rates, changing market supply and demand, external market forces (particularly in relation to major trading partners), trade, fiscal, monetary programmes, policies of governments, and international political and economic events and policies. In emerging markets, the development of securities markets usually is at an early stage. This could lead to risks and practises (such as increased volatility) that are not common in more developed securities markets, which may negatively affect the value of securities listed on the exchanges of such countries. In addition, markets of emerging market countries are often characterised by illiquidity in the form of a low turnover of some of the listed securities. It is important to note that, during times of global economic slowdown, emerging market exchange rates, securities and other assets are more likely than other forms of investment with lower risks to be sold during any flight to quality, and their value may decrease accordingly. 40
II.i. Risks associated with the Underlying Asset There is no assurance that the Underlying Asset will continue to be calculated and published on the basis described in this Prospectus or that it will not be amended significantly. Any change to the Underlying Asset may adversely affect the value of the Shares. The past performance of an Underlying Asset is not necessarily a guide to its future performance. Where the Underlying Asset consists of an index it will not be actively managed and the selection of the component indices, assets or securities will be made in accordance with the relevant index composition rules and eligibility criteria and not by reference to any performance criteria or performance outlook. Accordingly, the composition of the Index is not designed to follow recommendations or research reports issued by the index sponsor, its affiliates or any other person. No index sponsor has any obligation to take the needs of the Company or the investors into consideration in determining, composing or calculating any Underlying Asset. II.j. Additional risks associated with an Underlying Asset linked to specific types of securities or assets Private equity funds and venture capital funds, as entrepreneurial equity capital shareholdings, are by their nature necessarily exposed to a specific risk of loss. Income may fail to materialise. Negative performance of the companies in which the respective fund has invested may even lead to a complete write-off of a share-holding in such a company. In the worst-case scenario, a total loss of the entire fund s assets and, accordingly, the investor s entire capital investment may occur. The investment techniques may be based on extremely speculative investment techniques, among them extremely high debt financing, highly concentrated portfolios, problem solutions and new venture financing, control positions and illiquid investments. A primary characteristic is that an investor must under certain circumstances make additional funds available on request. This may be the case, for example, for funds that require the payment of additional capital beyond the initial subscription amount. Private equity funds have complex risk structures, of which the following should be particularly emphasised: While the holding period of the shareholdings entered into by the fund is often only 3-5 years, the capital used by the investor is locked up over the entire term of the fund (commonly up to 10 years, possibly subject to extension by 2-3 years). The fund shares are illiquid investments over the term of the fund, the saleability or eligibility as collateral of which may also be specifically excluded by the fund s provisions. The amount of funds from the sale of holdings that would flow back to the investor cannot be projected. Based on the market conditions, the exit strategies for private equity funds can be limited. Over the fund s term there is a risk that changes in domestic or foreign tax laws may have considerable impact on the expected return and the value of holding the investment. Insofar as shareholding documents mention taxation, the investor should check such references, or have them checked, for accuracy and completeness. In light of this, the specific tax conditions should be borne in mind by the investor. It cannot be ruled out that the relevant financial authorities take a fiscal position that deviates from the details outlined in any brochures. A distribution of earnings is not necessarily made in cash, but may for example also be effected by transfer of shares in individual shareholdings of the fund that potentially cannot be liquidated. Apart from the risk of the credit standing and of the financial success of the companies in which investments are made, the use of the fund s capital also involves a currency and/or foreign exchange rate risk. The fund s initiators/investment managers are in competition when entering into attractive shareholdings. There is therefore the possibility that the fund s portfolio does not comprise a sufficient number of shareholdings and/or the subscription capital is not invested sufficiently. This has impact on the earnings prospects and the risk diversification of the subscribed capital. If the portfolio structure has a fixed investment period, the competitive market may have a negative impact on the quality of investments. II.k. Specific risks relating to Sub-Funds with an Indirect Investment Policy The following factors may adversely affect the value of the Shares of Sub-Funds with an Indirect Investment Policy: the Sub-Funds must pay various expenses, such as fees, costs, taxes, commissions, charges and dividends (if applicable); the Company must comply with regulatory constraints, such as the Investment Restrictions, that may lead to a restructuring of a Sub-Fund s investments; the Sub-Funds may not always continuously be exposed to the Underlying Asset; the Sub-Funds may bear the risks associated to the Hedging Asset (if any), which include bonds or other debt instruments that involve credit risk; the Company will enter into derivative contracts with a maturity date which may be different from the maturity date of the Sub-Fund. There can be no assurance that any 41
new derivative contracts entered into will have terms similar to those previously entered into; and the existence of a cash position held by the Sub-Funds. II.l. Specific risks relating to Sub-Funds with a Direct Investment Policy The following factors may adversely affect the value of the Shares of Sub-Funds with a Direct Investment Policy: Sub-Funds aiming to replicate or track the performance of an Underlying Asset: Valuation of the Shares: The value of the Shares will fluctuate as a result of, amongst other things, changes in the value of the relevant Sub-Fund s assets, Underlying Asset and, where applicable, derivative techniques used to link the two. Lack of discretion of the Management Company to adapt to market changes: such Sub-Funds pursuing to such Investment Policy are not "actively managed". Accordingly, the Management Company will not adjust the composition of such Sub- Funds portfolio except (where relevant) in order to seek to closely correspond to the duration and total return of the relevant Underlying Asset. Tracking error: The main factors which may result in the value of the Shares varying from the value of the Underlying Asset are the following: investments in assets other than the Underlying Asset may give rise to delays or additional costs/taxes compared to an investment in the Underlying Asset; investment or regulatory constraints may affect the Company but not the Underlying Asset; any differences between the maturity date of the Shares and the maturity date of the relevant Sub-Fund s assets; on a short or inverse Underlying Asset, any cost associated with the borrowing of the constituents of the Underlying Asset in order to replicate the inverse performance of the Underlying Asset; and the existence of a cash position held by a Sub-Fund pursuing an active investment strategy. No investigation or review of the Underlying Asset(s): None of the Management Company, any Investment Manager or any of its affiliates perform any investigation or review of the Underlying Asset on behalf of any prospective investor in the Shares. Termination of license: A Sub-Fund may not be able to fulfill its objective and may be terminated if the license granted in order to replicate or track the relevant Underlying Asset is terminated. A Sub-Fund may also be terminated if the relevant Underlying Asset ceases to be managed, compiled or published and there is no replacement Underlying Asset using the same or substantially similar formula, calculation method or strategy in order to replicate the relevant Underlying Asset. Sub-Funds pursuing an active investment strategy: III. Use of Derivatives Dependence on key personnel: The Sub-Fund s investment activities depend upon the experience and expertise of the Investment Manager s team. The loss of the services of any or all of these individuals, or the termination of the relevant Investment Management Agreement, could have a material adverse effect on the Sub-Fund s performance. Lack of operating history: The past performance of any investments or investment funds managed by the Investment Manager cannot be construed as any indication of the future results of an investment in the Sub-Fund. Pursuit of the Investment Objective and Policy by the Sub-Fund involves uncertainty. No assurance can be given that suitable investment opportunities in which to deploy all of the Sub-Fund s capital will be located. There can be no guarantee that the investments made by the Investment Manager on behalf of the Sub-Fund will be profitable. Investment strategies: The success of the relevant investment strategy depends upon the ability of the Investment Manager to interpret market data correctly and to predict market movements. Any factor which would make it more difficult to execute timely buy and sell orders, such as a significant lessening of liquidity in a particular market or investment would also be detrimental to profitability. As a Sub-Fund with an Indirect Investment Policy will often be invested in a Hedging Asset which may differ from the Underlying Asset, derivative techniques will be used to link the value of the Shares to the performance of the Underlying Asset. Additionally or alternatively, the Sub-Fund may use derivative techniques to link part or all the net proceeds of the issue of Shares to the performance of the Underlying Asset(s). While the prudent use of such derivatives can be beneficial, derivatives also 42
involve risks different from, and, in certain cases, greater than, the risks presented by more traditional investments. The following is a general discussion of important risk factors and issues concerning the use of derivatives that investors should understand before investing in a Sub-Fund. III.a. Market Risk This is a general risk that applies to all investments meaning that the value of a particular derivative may change in a way which may be detrimental to a Sub-Fund's interests. III.b. Control and Monitoring Derivative products are highly specialised instruments that require investment techniques and risk analysis different from those associated with equity and fixed-income securities. The use of derivative techniques requires an understanding not only of the Underlying Asset but also of the derivative itself, without the benefit of observing the performance of the derivative under all possible market conditions. In particular, the use and complexity of derivatives require the maintenance of adequate controls to monitor the transactions entered into, the ability to assess the risk that a derivative adds to a Sub-Fund and the ability to forecast the relative price, interest rate or currency rate movements correctly. III.c. Liquidity Risk Liquidity risk exists when a particular instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous price. III.d. Counterparty Risk The Sub-Funds may enter into transactions in over-the-counter markets, which will expose the Sub- Funds to the credit of its counterparties and their ability to satisfy the terms of such contracts. For example, the Sub-Funds may enter into repurchase agreements, forward contracts, options and swap arrangements or other derivative techniques, each of which expose the Sub-Funds to the risk that the counterparty may default on its obligations to perform under the relevant contract. In the event of a bankruptcy or insolvency of a counterparty, the Sub-Funds could experience delays in liquidating the position and significant losses, including declines in the value of its investment during the period in which the Company seeks to enforce its rights, inability to realise any gains on its investment during such period and fees and expenses incurred in enforcing its rights. There is also a possibility that the above agreements and derivative techniques are terminated due, for instance, to bankruptcy, supervening illegality or change in the tax or accounting laws relative to those at the time the agreement was originated. III.e. Other Risks Other risks in using derivatives include the risk of differing valuations of derivatives arising out of different permitted valuation methods and the inability of derivatives to correlate perfectly with underlying securities, rates and indices. Many derivatives, in particular over-the-counter derivatives, are complex and often valued subjectively and the valuation can only be provided by a limited number of market professionals which often are acting as counterparties to the transaction to be valued. Inaccurate valuations can result in increased cash payment requirements to counterparties or a loss of value to a Sub-Fund. Derivatives do not always perfectly or even highly correlate or track the value of the securities, rates or indices they are designed to track. Consequently, a Sub-Fund's use of derivative techniques may not always be an effective means of, and sometimes could be counterproductive to, following a Sub-Fund's Investment Objective. As most derivative instruments in which the Sub-Funds with an Indirect Investment Policy may invest are not listed or traded on exchanges or other organised markets, the fair market value ascribed to such investments ordinarily will be the value determined for each instrument in accordance with the valuation policies adopted by the Board of Directors. According to these policies, the Board of Directors may decide to request the Swap Counterparty to provide indicative bid, offer or mid prices in respect of the derivative instruments. The Board of Directors will adopt these procedures in good faith and by taking into account the best interests of the Shareholders. The Board of Directors will apply such valuation policies on a consistent basis and such valuation policies will be verifiable by the Company s Auditor. Prospective investors should note that decisions to use an indicative bid, offer or mid price in respect of the derivative instruments will affect and may have a significant impact on the Net Asset Value of the Sub-Fund and the price at which investors acquire or redeem the Shares. For further information concerning the Sub-Fund's valuation procedures, see "Valuations. IV. Additional Risk Factors when investing in Shares listed on a Stock Exchange IV.a. Listing Procedure The Company may apply for the listing of certain Classes of the Shares on (i) the Luxembourg Stock Exchange and/or (ii) the Frankfurt Stock Exchange and/or (iii) the Stuttgart Stock Exchange and/or (iv) any other stock exchange as determined by the Board of Directors. There can be no certainty, however, that a listing on such stock exchanges will be achieved. IV.b. Liquidity and Secondary Trading Even though the Shares are listed on one or more stock exchanges, there can be no certainty that there will be liquidity in the Shares on one or more of the stock exchanges or that the market price at 43
which the Shares may be traded on a stock exchange will be the same as the Net Asset Value per Share. There can be no guarantee that once the Shares are listed on a stock exchange they will remain listed or that the conditions of listing will not change. Trading in Shares on a stock exchange may be halted due to market conditions or because in the stock exchanges view, trading the Shares is inadvisable. In addition, trading in the Shares may be subject to a halt in trading caused by extraordinary market volatility pursuant to stock exchanges rules. If trading on a stock exchange is halted, investors in Shares may not be able to sell their Shares until trading resumes. Although, where applicable, the Shares are listed on a stock exchange, it may be that the principal market for some Shares may be in the over-the-counter market. The existence of a liquid trading market for the Shares may in such case depend on whether broker-dealers will make a market in such Shares. Although as a condition precedent to listing on certain stock exchanges one or more market makers, being financial institutions, might be appointed to offer prices for the Shares, there can be no assurance that a market will continually be made for any of the Shares or that such market will be or remain liquid. The price at which Shares may be sold will be adversely affected if trading markets for the Shares are limited or absent. IV.c. Variation of Net Asset Value per Share and Trading Prices on the Secondary Market The Net Asset Value per Share will fluctuate with changes in the market value of the Underlying Asset, the derivative techniques used and where applicable the Hedging Asset and changes in the exchange rate between the Reference Currency or, if different, the listing currency of a Share and any relevant foreign currency of such Underlying Asset and/or Hedging Asset. The market price of the Shares will fluctuate in accordance with the changes in the Net Asset Value per Share and the supply and demand on the stock exchange on which the Shares are listed. The Company cannot predict whether the Shares will trade below, at or above their Net Asset Value per Share. Price differences may be due, in large part, to the fact that supply and demand forces in the secondary market for the Shares will be closely related, but not identical to the same forces influencing the trading prices of the Underlying Asset and where applicable the Hedging Asset, individually or in the aggregate, at any point in time. Furthermore, the listing on multiple exchanges of the Shares may result in price differences between such exchanges because of fiscal, regulatory or other market factors. A broker-dealer, in considering the price at which it would be able to sell the Shares (known as the offer price) on the secondary market, or to buy Shares (known as the bid price) may seek arbitrage opportunities through anomalies or variations in the pricing of the Shares on the secondary market compared to the relative Net Asset Value per Share. The broker-dealer seeking to arbitrage such anomalies or variations, will take account of the notional price at which it could (i) purchase (when Shares in the secondary market are being priced above the Net Asset Value per Share) the building blocks providing the (combined) return of the Underlying Asset (and as the case may be the Hedging Asset); or (ii) sell (when Shares in the secondary market are being priced below the Net Asset Value per Share) such building blocks generating the (combined) return of the Underlying Asset (and as the case may be the Hedging Asset) including in each case the associated transaction costs and any taxation. In particular, for Shares of Class E, the purchase cost or sale price of all those securities comprising the Underlying Asset may, at any time, differ from the price at which a broker-dealer could respectively sell or buy the Shares of Class E in the secondary market. This may lead such broker-dealer to arbitrage a Sub-Fund by subscribing for Shares of Class E with a view to selling such Shares in the secondary market at a profit (where the total cost of the securities comprising the Underlying Asset in the secondary market is lower than the purchase price of such Shares) or by redeeming such Shares with a view to selling at a profit the underlying securities that it receives (where the total sale price of the securities in the secondary market is higher than the redemption value of the Shares of Class E ). The Board of Directors believes such arbitraging will ensure that the spread in the secondary market between the trading bid and offer price per Share is generally minimised. V. Specific Risks Relating to Sub-Funds with a Direct Investment Policy A Sub-Fund with a Direct Investment Policy is not expected to track its relevant Underlying Asset with the same degree of accuracy as would an investment vehicle that is entirely invested in every Underlying Security. However, it is intended that the difference between the performance of the Shares of the Sub-Fund (before the Sub-Fund s fees and expenses) and the performance of the Underlying Asset will not be substantial. Investors should note that exceptional circumstances, such as, but not limited to, disruptive market conditions or extremely volatile markets, may arise which cause a Sub-Fund s tracking accuracy to be substantially different from the performance of the Underlying Asset. Also, there can be a delay between the recomposition occurring within the Underlying Asset and the investments made by the Sub-Fund. Due to various constraints, the Sub- Fund may require more time to recompose its portfolio which can substantially affect the Sub-Fund s degree of tracking accuracy which can be different from the Underlying Asset. Additionally, for certain Sub-Funds, due to the composition of each of their Underlying Asset, it may not be practicably possible, for example because of the Investment Restrictions, to achieve such a level of tracking accuracy. 44
The following factors may adversely affect the tracking by a Sub-Fund of its Underlying Asset: the Sub-Fund must pay various fees and expenses, while the Underlying Asset does not reflect any expenses; in certain of the Sub-Funds the securities held by those Sub-Funds may not be identical to the Underlying Securities but will be chosen to give similar performance; their investment performance is likely to differ from that of the Underlying Securities; a Sub-Fund must comply with regulatory constraints, such as the Investment Restrictions, that do not affect the calculation of a Sub-Fund s corresponding Underlying Asset; the existence of uninvested assets in the Sub-Funds (including cash and deferred fees and expenses); and that a Sub-Fund may be subject to a different foreign withholding tax rate than that assumed by its Index. Although the Investment Adviser or the Investment Manager, as the case may be, will regularly monitor the tracking accuracy of the relevant Sub-Fund, there can be no assurance as to the accuracy with which any Sub-Fund will track the performance of its Underlying Asset. VI. Certain Hedging Considerations Investors intending to purchase the Shares for the purpose of hedging their exposure to the Underlying Asset should be aware of the risks of utilising the Shares in such manner. No assurance is or can be given that the value of the Shares will correlate with movements in the value of the Underlying Asset. This risk is especially prevalent if the Sub-Fund is investing in accordance with an Indirect Investment Policy, as the Sub-Fund may be investing in the Hedging Asset and not in the Underlying Asset or may use derivative techniques to link part or all the net proceeds of the issue of Shares to the Underlying Asset(s). Furthermore, it may not be possible to liquidate the Shares at a price which directly reflects the value of the Underlying Asset. Therefore, it is possible that investors could suffer substantial losses in the Shares notwithstanding losses suffered with respect to direct investments in or direct exposure to the Underlying Asset. Investors in the Shares should be aware that hedging transactions, in order to limit the risks associated with the Shares, might not be successful. VII. Specific Restrictions in Connection with the Shares Investors should note that there may be restrictions in connection with the subscription, holding and redemption of and trading in the Shares. Such restrictions may have the effect of preventing the investor from freely subscribing, holding, trading and/or redeeming the Shares. In addition to the features described below, such restrictions may also be caused by specific requirements such as the Minimum Initial Subscription Amount, the Minimum Initial Subsequent Subscription Amount, the Minimum Subsequent Subscription Amount and the Minimum Holding Requirement. VII.a. Minimum Redemption Amount The Shareholders may be required to apply for redemption in respect of a minimum number of Shares in order to redeem such Shares. As a result, Shareholders holding less than such specified minimum number of Shares will either have to sell such Shares via a stock exchange or purchase additional Shares, in which case the Shareholders may be liable for any related transaction costs and/or expenses of a tax nature. Investors should review this Prospectus and the relevant Product Annex to ascertain whether and to what extent such provisions may apply. VII.b. Maximum Redemption Amount The Company will have the option to limit the number of Shares redeemable on any date (other than at the Maturity Date, where applicable) to the maximum number so specified and, in conjunction with such limitation, to limit the number of Shares redeemable by any person or group of persons (whether or not acting in concert) on such date. In the event that the total number of Shares being redeemed on any date (other than the Maturity Date, where applicable) exceeds such maximum number and the Company has elected to limit the number of Shares redeemable on such date, a Shareholder may not be able to redeem on such date all the Shares that it desires to redeem. Investors should review this Prospectus and the relevant Product Annex to ascertain whether and how such provisions apply. VII.c. Redemption Notice and Certifications If the Shares are subject to provisions concerning delivery of a redemption notice, as mentioned under Redemption of Shares of the Prospectus and/or in the relevant Product Annex, and such notice is received by the Registrar and Transfer Agent after the redemption deadline, it will not be deemed to be duly delivered until the next following Transaction Day. Such delay may increase or decrease the Redemption Price from what it would have been but for such late delivery of the redemption notice. The failure to deliver any certifications required could result in the loss or inability to receive amounts or deliveries otherwise due under the Shares. Investors should review this Prospectus and the relevant Product Annex to ascertain whether and how such provisions apply to the Shares. VII.d. Institutional Investors vs. Retail Investors The Company will not issue Shares of Class I, or give effect to any transfer of Shares of Class I to persons or companies not qualifying as Institutional Investors. If the Shares of Class I are listed on one or more stock exchanges, investors willing to buy such Shares on such stock exchange may be requested, by the Registrar and Transfer Agent, to provide them with sufficient evidence that they 45
qualify as Institutional Investors. The Company will, at its full discretion, refuse to issue or transfer the Shares of Class I, if there is not sufficient evidence that the person or the company to which Shares of Class I are sold or transferred qualifies, as an Institutional Investor. In considering the qualification of an investor or a transferee as an Institutional Investor, the Company will have due regard to the guidelines and recommendations (where applicable) issued by Luxembourg authorities. Institutional Investors subscribing in their own name, but on behalf of a third party, must certify to the Company that such subscription is made on behalf of an Institutional Investor as aforesaid and the Company may require, at its sole discretion, evidence that the beneficial owner of the Shares is an Institutional Investor. VIII. Market Disruption Events & Settlement Disruption Events A determination of a market disruption event or a settlement disruption event in connection with any Hedging Asset or Underlying Asset (as may be further described in any Product Annex) may have an effect on the value of the Shares and/or the Investment Policy and, may delay the occurrence of a Maturity Date and/or may delay settlement in respect of the Hedging Asset, Underlying Asset and/or the Shares. IX. Potential Conflicts of Interest The following discussion enumerates certain potential divergences and conflicts of interest that may exist or arise in relation to the Directors, Shareholders, Management Company, and any other service provider (including their affiliates and respective potential investors, partners, members, directors, officers, employees, consultants, agents and representatives) (each a Service Provider ), with respect to all or part of the Sub-Funds (collectively the "Connected Persons" and each a "Connected Person"). This section does not purport to be an exhaustive list or a complete explanation of all the potential divergences and conflicts of interest. Each Connected Person may be deemed to have a fiduciary relationship with a Sub-Fund in certain circumstances and consequently the responsibility for dealing fairly with the Company and relevant Sub-Fund(s). The Connected Persons may engage in activities that may diverge from or conflict with the interests of the Company, one or several Sub-Funds or potential investors. They may for instance: contract or enter into any financial, banking or other transactions or arrangements with one another or with the Company including, without limitation, investment by the Company in securities or investment by any Connected Persons in any company or body any of whose investments form part of the assets of the Company or be interested in any such contracts or transactions; invest in and deal with Shares, securities, assets or any property of the kind included in the property of the Company for their respective individual accounts or for the account of a third party; and deal as agent or principal in the sale or purchase of securities and other investments to or from the Company through or with the Investment Manager, Investment Adviser or the Custodian or any subsidiary, affiliate, associate, agent or delegate thereof. Any assets of the Company in the form of cash or securities may be deposited with any Connected Person. Any assets of the Company in the form of cash may be invested in certificates of deposit or banking investments issued by any Connected Person. Banking or similar transactions may also be undertaken with or through a Connected Person. DB Affiliates may act as Service Providers. DB Affiliates may for instance act as counterparties to the derivatives transactions or contracts entered into by the Company (for the purposes hereof, the Counterparty or Counterparties ), Director, distributor, sub-distributor, index sponsor, index constituent agent, market maker, management company, investment adviser and provide sub-custodian services to the Company, all in accordance with the relevant agreements which are in place. In addition, in many cases the Counterparty may be required to provide valuations of such derivative transactions or contracts. These valuations may form the basis upon which the value of certain assets of the Company is calculated. The Board of Directors acknowledges that, by virtue of the functions which DB Affiliates will perform in connection with the Company, potential conflicts of interest are likely to arise. In such circumstances, each DB Affiliate has undertaken to use its or his reasonable endeavours to resolve any such conflicts of interest fairly (having regard to its or his respective obligations and duties) and to ensure that the interests of the Company and the Shareholders are not unfairly prejudiced. Prospective investors should note that, subject always to their legal and regulatory obligations in performing each or any of the above roles: DB Affiliates will pursue actions and take steps that it deems appropriate to protect their interests; DB Affiliates may act in their own interests in such capacities and need not have regard to the interests of any Shareholder; DB Affiliates may have economic interests adverse to those of the Shareholders. DB Affiliates shall not be required to disclose any such interests to any Shareholder or to 46
account for or disclose any profit, charge, commission or other remuneration arising in respect of such interests and may continue to pursue its business interests and activities without specific prior disclosure to any Shareholder; DB Affiliates do not act on behalf of, or accept any duty of care or any fiduciary duty to any investors or any other person; DB Affiliates shall be entitled to receive fees or other payments and to exercise all rights, including rights of termination or resignation, which they may have, even though so doing may have a detrimental effect on investors; and DB Affiliates may be in possession of information which may not be available to investors. There is no obligation on any DB Affiliate to disclose to any investor any such information. Notwithstanding the above, the Board of Directors believes that these divergences or conflicts can be adequately managed, and expect that the DB Affiliates will be suitable and competent to provide such services and will do so at no further cost to the Company which would be the case if the services of a third party were engaged to provide such services. X. Taxation Investors in the Shares should be aware that they may be required to pay income tax, withholding tax, capital gains tax, wealth tax, stamp taxes or any other kind of tax on distributions or deemed distributions of the Sub-Fund, capital gains within the Sub-Fund, whether or not realised, income received or accrued or deemed received within the Sub-Fund etc., and this will be according to the laws and practices of the country where the Shares are purchased, sold, held or redeemed and in the country of residence or nationality of the Shareholder. Investors should be aware of the fact that they might have to pay taxes on income or deemed income received by or accrued within a Sub-Fund. Taxes might be calculated based on income received and/or deemed to be received and/or accrued in the Sub-Fund in relation to the Hedging Asset, whereas the performance of the Sub-Fund, and subsequently the return investors receive after redemption of the Shares, might partially or fully depend on the performance of the Underlying Asset. This can have the effect that the investor has to pay taxes for income or/and a performance which he does not, or does not fully, receive. Investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, investors should be aware that tax regulations and their application or interpretation by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment, which will apply at any given time. XI. Regulatory Reforms The Prospectus has been drafted in line with currently applicable laws and regulations. It cannot be excluded that the Company and/or the Sub-Funds and their respective Investment Objective and Policy may be affected by any future changes in the legal and regulatory environment.. New or modified laws, rules and regulations may not allow, or may significantly limit the ability of, the Sub- Fund to invest in certain instruments or to engage in certain transactions. They may also prevent the Sub-Fund from entering into transactions or service contracts with certain entities. This may impair the ability of all or some of the Sub-Funds to carry out their respective Investment Objectives and Policies. Compliance with such new or modified laws, rules and regulations may also increase all or some of the Sub-Funds expenses and may require the restructuring of all or some of the Sub-Funds with a view to complying with the new rules. Such restructuring (if possible) may entail restructuring costs. When a restructuring is not feasible, a termination of affected Sub-Funds may be required. A non-exhaustive list of potential regulatory changes in the European Union and the United States of America are listed below. XI.a.European Union Europe is currently dealing with numerous regulatory reforms that may have an impact on the Company and the Sub-Funds. Policy makers have reached agreement or tabled proposals or initiated consultations on a number of important topics, such as (list not exhaustive): the proposal for a new UCITS Directive amending the UCITS Directive 2009/65/EU as regards depositary functions, remuneration policies and sanctions (i.e., the so called "UCITS V Directive"), the consultation initiated by the EU Commission on product rules, liquidity management, depositary, money market funds, longterm investments in view of a further revision of the UCITS Directive (i.e., the so called "UCITS VI Directive") along with the guidelines adopted by ESMA in July 2012 concerning ETFs and other UCITS, the proposals that aim (i) to update the existing regulatory framework in the Markets in Financial Instruments Directive more commonly referred to as "MIFID II" and (ii) to set up directly applicable requirements to be contained in a new regulation known as the Markets in Financial Instruments Regulation more commonly referred to as "MIFIR", the adoption by the European Parliament of the Regulation on Over-the-Counter Derivatives and Market Infrastructures more commonly referred to as "EMIR" and the proposal for a Financial Transaction Tax ("FTT"). XI.b. United States of America The U.S. Congress, the SEC, the U.S. Commodity Futures Trading Commission ("CFTC") and other regulators have also taken or represented that they may take action to increase or otherwise modify the laws, rules and regulations applicable to short sales, derivatives and other techniques and 47
instruments in which the Company may invest. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") imposed the so-called "Volcker Rule" which restricts, "banking entities" and "non-bank financial companies" from engaging in certain activities, such as proprietary trading and investing in, sponsoring, or holding interests in investment funds. XII. Change of Law The Company must comply with regulatory constraints, such as a change in the laws affecting the Investment Restrictions, which might require a change in the Investment Policy and Investment Objective followed by a Sub-Fund. XIII. Political Factors The performance of the Shares or the possibility to purchase, sell, or redeem may be affected by changes in general economic conditions and uncertainties such as political developments, changes in government policies, the imposition of restrictions on the transfer of capital and changes in regulatory requirements. 48
ADMINISTRATION OF THE COMPANY Co-Management For the purposes of effective management and in order to reduce the operational and administrative costs, the Board of Directors may decide that all or part of the assets of one or more Sub-Funds of the Company be co-managed with the assets belonging to other Sub-Funds of the Company (for the purposes hereof, the Participating Sub-Funds ). In the following paragraphs, the term Co- Managed Assets will refer to all the assets belonging to the Participating Sub-Funds which are subject to this co-management scheme. Within this framework, the Board of Directors may, for the account of the Participating Sub-Funds, take decisions on investment, divestment or on other readjustments which will have an effect on the composition of the Participating Sub-Funds portfolio. Each Participating Sub-Fund will hold such proportion of the Co-Managed Assets which corresponds to a proportion of its Net Asset Value over the total value of the Co-Managed Assets. This ratio will be applied to each of the levels of the portfolio held or acquired in co-management. In the event of investment or divestment decisions, these ratios will not be affected and additional investments will be allocated, in accordance with the same ratios, to the Participating Sub-Funds and any assets realised will be withdrawn proportionally to the Co-Managed Assets held by each Participating Sub-Fund. In the event of new subscriptions occurring in respect of one of the Participating Sub-Funds, the proceeds of the subscriptions will be allocated to the Participating Sub-Funds according to the modified ratio resulting from the increase of the Net Assets of the Participating Sub-Fund which benefited from the subscriptions, and all levels of the portfolio held in co-management will be modified by way of transfer of the relevant assets in order to be adjusted to the modified ratios. In like manner, in the event of redemptions occurring in respect of one of the Participating Sub-Funds, it will be necessary to withdraw such liquid assets held by the Participating Sub-Funds as will be determined on the basis of the modified ratios, which means that the levels of the portfolios will have to be adjusted accordingly. Shareholders must be aware that even without an intervention of the competent bodies of the Company, the co-management technique may affect the composition of the Sub-Fund s assets as a result of particular events occurring in respect of other Participating Sub-Funds such as subscriptions and/or redemptions. Thus, on the one hand, subscriptions effected with respect to one of the Participating Sub-Funds will lead to an increase of the liquid assets of such Participating Sub- Fund, while on the other hand, redemptions will lead to a decrease of the liquid assets of the relevant Participating Sub-Fund. The subscription and redemption proceeds may however be kept on a specific account held in respect of each Participating Sub-Fund which will not be subject to the comanagement technique and through which the subscriptions and redemptions proceeds may transit. The crediting/and debiting to and from this specific account of an important volume of subscriptions and redemptions and the Company s discretionary power to decide at any moment to discontinue the co-management technique can be regarded as a form of trade-off for the re-adjustments in the Sub- Funds portfolios should the latter be construed as being contrary to the interests of the Shareholders of the relevant Participating Sub-Funds. Where a change with respect to the composition of a specific Participating Sub-Fund s portfolio occurs because of the redemption of Shares of such Participating Sub-Fund or the payments of any fees or expenses which have been incurred by another Participating Sub-Fund and would lead to the violation of the investment restrictions of such Participating Sub-Fund, the relevant assets will be excluded from the co-management scheme before enacting the relevant modification. Co-Managed Assets will only be co-managed with assets belonging to Participating Sub-Funds of which the investment policy is compatible. Given that the Participating Sub-Funds can have Investment Policies which are not exactly identical, it cannot be excluded that the common policy applied will be more restrictive than that of the particular Participating Sub-Funds. The Board of Directors may at any time and without any notice whatsoever decide that the comanagement will be discontinued. The Shareholders may, at any moment, obtain information at the registered office of the Company, on the percentage of the Co-Managed Assets and on the Participating Sub-Funds that are subject to the co-management scheme. Periodic reports made available to the Shareholders from time to time will provide information on the percentage of the Co-Managed Assets and on the Participating Sub-Funds that are subject to the co-management scheme. Determination of the Net Asset Value General Valuation Rules The Net Asset Value of the Company is at any time equal to the total of the Net Asset Values of the Sub-Funds. The Articles of Incorporation provide that the Board of Directors shall establish a portfolio of assets for each Sub-Fund as follows: (i) the proceeds from the issue of each Share are to be applied in the books of the relevant Sub- Fund to the pool of assets established for such Sub-Fund and the assets and liabilities and incomes and expenditures attributable thereto are applied to such portfolio subject to the provisions set forth hereafter; 49
(ii) where any asset is derived from another asset, such asset will be applied in the books of the relevant Sub-Fund from which such asset was derived, meaning that on each revaluation of such asset, any increase or diminution in value of such asset will be applied to the relevant portfolio; (iii) where the Company incurs a liability which relates to any asset of a particular portfolio or to any action taken in connection with an asset of a particular portfolio, such liability will be allocated to the relevant portfolio; (iv) where any asset or liability of the Company cannot be considered as being attributable to a particular portfolio, such asset or liability will be allocated to all the Sub-Funds pro rata to the Sub-Funds respective Net Asset Value at their respective Launch Dates; (v) upon the payment of dividends to the Shareholders in any Sub-Fund, the Net Asset Value of such Sub-Fund shall be reduced by the gross amount of such dividends. The liabilities of each Sub-Fund shall be segregated on a Sub-Fund-by-Sub-Fund basis with third party creditors having recourse only to the assets of the Sub-Fund concerned. Any assets held in a particular Sub-Fund not expressed in the Reference Currency will be translated into the Reference Currency at the rate of exchange prevailing in a recognised market on the Business Day immediately preceding the Valuation Day. The Net Asset Value per Share of a specific Class of Shares will be determined by dividing the value of the total assets of the Sub-Fund which are attributable to such Class of Shares less the liabilities of the Sub-Fund which are attributable to such Class of Shares by the total number of Shares of such Class of Shares outstanding on the relevant Transaction Day. For the determination of the Net Asset Value of a Class of Shares the rules sub (i) to (v) above shall apply mutatis mutandis. The Net Asset Value per Share of each Class in each Sub-Fund will be calculated by the Administrative Agent in the Reference Currency of the relevant Class of Shares and, as the case may be, in other currencies for trading purposes as specified in the relevant Product Annex by applying the relevant market conversion rate prevailing on each Valuation Day. The assets and liabilities of the Sub-Funds are valued periodically as specified in the Prospectus and/or in the relevant Product Annex. The Net Asset Value per Share is or will be calculated on each Valuation Day. The Net Asset Value for all Sub-Funds will be determined on the basis of the last closing prices on the Business Day immediately preceding the Valuation Day or the last available prices from the markets on which the investments of the various Sub-Funds are principally traded. The Net Asset Value per Share of the different Classes of Shares can differ within each Sub-Fund as a result of the declaration/payment of dividends, differing fee and cost structure for each Class of Shares. In calculating the Net Asset Value, income and expenditure are treated as accruing on a day to day basis. The Company intends to declare dividends for the Distribution Shares only. Shareholders owning Distribution Shares are entitled to dividends, which will be determined in accordance with the provisions set out in the relevant Product Annex. Specific Valuation Rules The Net Asset Value of the Sub-Funds shall be determined in accordance with the following rules: (i) (ii) (iii) (iv) (v) the value of any cash on hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses, cash dividends and interest declared or accrued as aforesaid and not yet received is deemed to be the full amount thereof, unless in any case the same is unlikely to be paid or received in full, in which case the value thereof shall be determined after making such discount as may be considered appropriate in such case to reflect the true value thereof; the value of all securities which are listed or traded on an official stock exchange or traded on any other Regulated Market will be valued on the basis of the last available prices on the Business Day immediately preceding the Valuation Day or on the basis of the last available prices on the main market on which the investments of the Sub-Funds are principally traded. The Board of Directors will approve a pricing service which will supply the above prices. If, in the opinion of the Board of Directors, such prices do not truly reflect the fair market value of the relevant securities, the value of such securities will be determined in good faith by the Board of Directors either by reference to any other publicly available source or by reference to such other sources as it deems in its discretion appropriate; securities not listed or traded on a stock exchange or a Regulated Market will be valued on the basis of the probable sales price determined prudently and in good faith by the Board of Directors; securities issued by open-ended investment funds shall be valued at their last available net asset value or in accordance with item (ii) above where such securities are listed; the liquidating value of futures, forward or options contracts that are not traded on exchanges or on other organised markets shall be determined pursuant to the policies established by the Board of Directors, on a basis consistently applied. The liquidating value of futures, forward or options contracts traded on exchanges or on other organised markets shall be based upon 50
(vi) (vii) the last available settlement prices of these contracts on exchanges and organised markets on which the particular futures, forward or options contracts are traded; provided that if a futures, forward or options contract could not be liquidated on such Business Day with respect to which a Net Asset Value is being determined, then the basis for determining the liquidating value of such contract shall be such value as the Board of Directors may deem fair and reasonable; liquid assets and money market instruments may be valued at nominal value plus any accrued interest or using an amortised cost method. This amortised cost method may result in periods during which the value deviates from the price the relevant Sub-Fund would receive if it sold the investment. The Management Company may, from time to time, assess this method of valuation and recommend changes, where necessary, to ensure that such assets will be valued at their fair value as determined in good faith pursuant to procedures established by the Board of Directors. If the Board of Directors believes that a deviation from the amortised cost per Share may result in material dilution or other unfair results to Shareholders, the Board of Directors shall take such corrective action, if any, as it deems appropriate, to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results; the swap transaction will be valued on a consistent basis based on valuations to be received from the Swap Counterparty which may be bid, offer or mid prices as determined in good faith pursuant to procedures established by the Board of Directors. If, in the opinion of the Board of Directors, such values do not reflect the fair market value of the relevant swap transactions, the value of such swap transactions will be determined in good faith by the Board of Directors or by such other method as it deems in its discretion appropriate; (viii) all other securities and other permissible assets as well as any of the above mentioned assets for which the valuation in accordance with the above sub-paragraphs would not be possible or practicable, or would not be representative of their fair value, will be valued at fair market value, as determined in good faith pursuant to procedures established by the Board of Directors. Temporary Suspension of Calculation of Net Asset Value and of Issues, Redemptions and Conversions Pursuant to its Articles of Incorporation, the Company may suspend the calculation of the Net Asset Value of the Sub-Funds, Shares and/or Classes of Shares and the issue, redemption and conversion of Shares: (i) (ii) (iii) (iv) (v) (vi) (vii) during any period in which any of the principal stock exchanges or other markets on which a substantial portion of the constituents of the Hedging Asset and/or the Underlying Asset from time to time are quoted or traded is closed otherwise than for ordinary holidays, or during which transactions therein are restricted, limited or suspended, provided that such restriction, limitation or suspension affects the valuation of the Hedging Asset or the Underlying Asset; where the existence of any state of affairs which, in the opinion of the Board of Directors, constitutes an emergency or renders impracticable, a disposal or valuation of the assets attributable to a Sub-Fund; during any breakdown of the means of communication or computation normally employed in determining the price or value of any of the assets attributable to a Sub-Fund; during any period in which the Company is unable to repatriate monies for the purpose of making payments on the redemption of Shares or during which any transfer of monies involved in the realisation or acquisition of investments or payments due on redemption of Shares cannot, in the opinion of the Board of Directors, be effected at normal rates of exchange; when for any other reason the prices of any constituents of the Underlying Asset or, as the case may be, the Hedging Asset and, for the avoidance of doubt, where the applicable techniques used to create exposure to the Underlying Asset, cannot promptly or accurately be ascertained; in the case of the Company's liquidation or in the case a notice of termination has been issued in connection with the liquidation of a Sub-Fund or Class of Shares; and where in the opinion of the Board of Directors, circumstances which are beyond the control of the Board of Directors make it impracticable or unfair vis-à-vis the Shareholders to continue trading the Shares. Such suspension in respect of a Sub-Fund shall have no effect on the calculation of the Net Asset Value per Share, the issue, redemption and conversion of Shares of any other Sub-Fund. Notice of the beginning and of the end of any period of suspension will be given to the Luxembourg supervisory authority and to the Luxembourg Stock Exchange and any other relevant stock exchange where the Shares are listed and to any foreign regulator where any Sub-Fund is registered in accordance with the relevant rules. Such notice will be published in a Luxembourg daily newspaper and in such other newspaper(s) as will be selected by the Board of Directors. 51
Publication of the Net Asset Value The Net Asset Value per Share of each Class of Shares within each Sub-Fund (expressed in the Reference Currency and, as the case may be, translated into other currencies as specified in the relevant Product Annex), and any dividend declaration will be made public at the registered office of the Company and made available at the office of the Administrative Agent at the latest two Luxembourg Banking Days after the relevant Valuation Day. If the above information has not been made public within two Luxembourg Banking Days after the relevant Valuation Day, notice will be given by letter or fax to the Registered Shareholders and through the relevant Clearing Agent to the extent that Bearer Shareholders are represented by a Global Share Certificate. In the event of Bearer Shareholders represented by an Individual Share Certificate, such notice will be published in a Luxembourg daily newspaper and in such other newspaper(s) as will be selected by the Board of Directors. The Company will make available the above information on the following Website: www.dbxfunds.com. The access to such publication on the Website may be restricted and is not to be considered as an invitation to subscribe for, purchase, convert, sell or redeem Shares. The Company may also arrange for the publication of Net Asset Value per Share in one or more leading financial newspapers in such countries where the Sub-Funds are distributed to the public and may notify the relevant stock exchanges where the Shares are listed. The Company cannot accept any responsibility for any error or delay in publication or for non-publication of prices which are beyond its control. 52
ISSUE OF SHARES AND SUBSCRIPTION Issuing of Shares The Board of Directors is authorised to issue Shares of any Class of Shares without limitation at any time. Furthermore, the Board of Directors reserves the right to discontinue at any time and without notice the issue and sale of Shares. The Board of Directors also reserves the right to authorise at any time and without notice the issue and sale of Shares for Sub-Funds that were previously closed for further subscriptions. Such decision will be taken by the Board of Directors with due regard to the interest of the existing Shareholders. The Launch Date and the Offering Period (if any) for each newly created or activated Sub-Fund will be determined by the Board of Directors and disclosed in the relevant Product Annex. The Board of Directors may in its discretion decide, prior to the Launch Date, to cancel the offering of a Sub-Fund. The Board of Directors may also decide to cancel the offering of a new Class of Shares. In such case, investors having made an application for subscription will be duly informed and any subscription monies already paid will be returned. For the avoidance of doubt, no interest will be payable on such amount prior to their return to the investors. The Company will issue no Shares during any period in which the calculation of the Net Asset Value per Share of the relevant Sub-Fund is suspended. Any fractions of Shares can be allotted and issued unless the Shareholder holds Shares through a Clearing Agent such as in the case of Bearer Shares represented by a Global Share Certificate. Subscription in Cash or in Kind Subscriptions for Classes I and R are expected to take place in cash. The Company may issue Shares as consideration for in kind contributions of securities. Any such contribution must comply however with (i) each Sub-Fund s Investment Objective and (ii) the Investment Restrictions as described under Investment Restrictions. Furthermore, any such contribution in kind will be valued in a report of the Company's Auditor. It is expected that such subscriptions in kind will only occur in connection with Shares of Class E. Initial Issue Price of Shares Applications for Initial Subscriptions for all other Classes will be accepted at the Initial Issue Price plus the Upfront Subscription Sales Charge (if applicable) as described in the section dealing with Fees and Expenses and/or in the relevant Product Annex. Applications for Shares of a new Class will be accepted at a price, which will be determined in the relevant Product Annex. Subsequent Subscriptions will be accepted at a price corresponding to the Net Asset Value per Share as determined on the Valuation Day immediately following the relevant Transaction Day, plus the applicable Upfront Subscription Sales Charge (if applicable) as described in the section dealing with Fees and Expenses and/or in the relevant Product Annex. For Shares of Classes E, the Administrative Agent will on each Valuation Day determine at 4:00 p.m. (Luxembourg time unless otherwise described in the Product Annex) the provisional specifications applicable for subscriptions made on the next following Transaction Day. Such provisional specifications will include the determination of the securities comprising the Underlying Asset to be delivered (rounded up or down at the Administrative Agent s discretion) and the amount of cash to be paid in either the Reference Currency or an Authorised Payment Currency. Such cash amount will consist of (i) any accrued income attributable to Shareholders, (ii) any minor cash amount that arises as a result of rounding (up or down) the constituents of the Underlying Asset, and (iii) the applicable Upfront Subscription Sales Charge. The provisional specifications will be available upon request from the Administrative Agent. Minimum Initial and Subsequent Subscriptions and Minimum Holding Requirements The Minimum Initial Subscription Amount and the Minimum Subsequent Subscription Amount that can be applied for, may vary according to the Sub-Fund and the Class of Shares. The Board of Directors reserves the right from time to time to waive any requirements relating to a Minimum Initial Subscription Amount, a Minimum Initial Subsequent Subscription Amount and a Minimum Subsequent Subscription Amount as and when it determines in its reasonable discretion and by taking into consideration the equal treatment of Shareholders. The Board of Directors may, at any time, redeem all Shares from Shareholders whose holding is less than the Minimum Holding Requirement. In such case the Shareholder concerned will receive prior notice so as to be able to increase his holding above such amounts during a period of 10 Luxembourg Banking Days following the receipt of such notice. Authorised Account for Shares of Class E To be eligible to subscribe for and repurchase Shares of Class E, investors may be required to set up an Authorised Account with the Administrative Agent. Any requests should be directed to the Administrative Agent who will then provide the investors with the necessary documents. The investor will be eligible to subscribe for and repurchase Shares of Class E only. The process for setting up an Authorised Account may take up to 10 Business Days. The Administrative Agent will allocate the investors a Shareholder number upon the acceptance of their application which, together with the 53
Shareholder's personal details, will be considered as proof of identity. This Shareholder number should be used for all future transactions by the Shareholder with the Company or the Registrar and Transfer Agent. If any application is not accepted in whole or in part the application monies or the balance outstanding will be returned to the investor by post or bank transfer at the sole risk of the investor. For the avoidance of doubt, no interest will be payable on such application monies prior to their return to the investors. Direct Subscriptions via the Company Direct Initial or Subsequent Subscriptions for Shares must be made to the Registrar and Transfer Agent in Luxembourg at the address mentioned in this Prospectus by way of fax, letter or electronic file transfer. In such case, the Registrar and Transfer Agent may charge the full amount of the Upfront Subscriptions Sales Charge provided for in the relevant Product Annex which will revert to the Distributor. The Registrar and Transfer Agent may request such identification documents as he deems necessary in order to comply with the anti-money laundering laws in Luxembourg. In the case of doubt as to the investor s identity or in the absence of sufficient information to enable the Registrar and Transfer Agent to ascertain such identity, the latter may request further information and/or documents to enable it to ascertain with certainty such identity. If the investor refuses or fails to provide the requested information and/or documents, the Registrar and Transfer Agent may refuse to enter, or delay the entry of, the investor s details on the Company s shareholders register. Any such information provided to the Registrar and Transfer Agent is collected for anti-money laundering compliance purposes only. In addition, the Registrar and Transfer Agent is under an obligation to identify the origin of the monies received from a financial institution unless such financial institution is subject to an obligatory identification procedure equivalent to that required under Luxembourg law. Any Subscriptions may be temporarily suspended until the Registrar and Transfer Agent has properly identified the source of the monies. Subscriptions via the Distributor or the Sub-Distributors Initial or Subsequent Subscriptions for Shares can also be made indirectly, that is through the Distributor or through the Sub-Distributors. In such case, the Company may waive the above mentioned identification requirements in the following circumstances or in such other circumstances which are regarded as sufficient under current Luxembourg money laundering rules: a) if and when a subscription is made via the Distributor or a Sub-Distributor which is supervised by a regulatory authority which imposes a client identification obligation equivalent to that required under Luxembourg law for the prevention of money laundering and to which the Distributor or the Sub-Distributor is subject; b) if and when a subscription is made via the Distributor or a Sub-Distributor whose parent is supervised by a regulatory authority imposing a client identification obligation equivalent to that required under Luxembourg law for the prevention of money laundering and where the law applicable to the parent or the group policy imposes an equivalent obligation on its subsidiaries or branches. The financial regulatory authorities of those countries, which have ratified the recommendations of the Financial Action Task Force (FATF), are generally deemed to impose on the professionals of the financial sector subject to their supervision a client identification obligation equivalent to that required under Luxembourg law. The Distributor or the Sub-Distributors may provide a nominee service for investors purchasing Shares through them. Such investors may, at their discretion, elect to make use of such service pursuant to which the nominee will hold Shares in its name for and on behalf of the investors who shall nevertheless be entitled, at any time, to claim direct title to the Shares and who, in order to empower the nominee to vote at any general meeting of Shareholders, shall provide the nominee with specific or general voting instructions to that effect. Notwithstanding the above, the investors retain the ability to invest directly in the Company, without using such nominee services. Refusal of Subscription The Board of Directors reserves the right to reject, in its sole and absolute discretion, in whole or in part, any direct or indirect application for Shares. The Board of Directors may, in its sole and absolute discretion, cancel any direct or indirect application for Shares if the applying investors do not settle their subscriptions within a reasonable period (as determined by the Board of Directors) after the relevant settlement period as disclosed in this Prospectus. The Board of Directors may, in its sole discretion, restrict or prevent the ownership of Shares in the Company by a Prohibited Person. In particular, the Board of Directors has resolved to prevent the ownership of Shares by a US Person. The Board of Directors will also not accept to issue Shares of Classes "I" to persons or companies who may not be considered as Institutional Investors. The Board of Directors will, in its sole and absolute discretion, refuse to issue Shares of Class I if there is not sufficient evidence that the person or the company to which such Shares are sold, qualifies as an Institutional Investor. The Board of Directors will have due regard to the guidelines and recommendations (if any) issued by Luxembourg authorities to decide whether an investor qualifies or not as an Institutional Investor. Institutional Investors subscribing in their own name, but on behalf of a 54
third party, must certify to the Company that such subscription is made on behalf of an Institutional Investor as aforesaid and the Board of Directors may request such information and evidence that the beneficial owner of the Shares qualifies as an Institutional Investor. The Board of Directors may further in its sole and absolute discretion refuse any application made for Shares. Deferral of Subscriptions The Board of Directors may, in its sole and absolute discretion, determine that in certain circumstances, it is detrimental for existing Shareholders to accept an application for Shares in cash or in kind, representing more than 5% of the Net Asset Value of a Sub-Fund. In such case, the Board of Directors may postpone the application and, in consultation with the relevant investor, either require such investor to stagger the proposed application over an agreed period of time, or establish an Account outside the structure of the Company in which to invest the investor's subscription monies. Such Account will be used to acquire the Shares over a pre-agreed time schedule. The investor shall be liable for any transaction costs or reasonable expenses incurred in connection with the acquisition of such Shares. Any applicable Upfront Subscription Sales Charge will be deducted from the subscription monies before the investment of the subscription monies commences. Processing of Direct Subscriptions to the Company Subscriptions for Shares will be processed either on the basis of a T Model (applicable model by default) or, alternatively, on the basis of a T-1 Model as specified in the relevant Product Annex. T Model Subscription orders for Shares received by the Registrar and Transfer Agent on a Transaction Day prior to the relevant deadline for such Shares as specified below, will be processed on the Valuation Day relating to such Transaction Day on the basis of the Net Asset Value per Share calculated on such Valuation Day. The subscription deadline for Sub-Funds based on the T Model is either (i) 2:00 p.m. (Luxembourg time) for all Shares of Classes I and R on the relevant Transaction Day or (ii) 4:00 p.m. (Luxembourg time) for all Class E. Any applications received after the subscription deadline on the relevant Transaction Day will be deferred to the next Transaction Day and will be dealt with on the basis of the Net Asset Value per Share calculated on the Valuation Day corresponding to such next Transaction Day. In respect of Sub-Funds where the subscription deadline for all Shares of Classes I and R is 2:00 p.m. (Luxembourg time) on the relevant Transaction Day, the Company has permitted the Distributor to proceed with applications for subscriptions made in respect of Shares of Classes R and I after the cut-off time of 2:00 p.m. (Luxembourg time) on the same conditions as if they would have been received prior to the cut-off time of 2:00 p.m. (Luxembourg time), provided such applications are received prior to 6:00 p.m. (Luxembourg time) by the Registrar and Transfer Agent and provided that they are executed on behalf of the Distributor only, and with respect to order matching purposes. T-1 Model Subscription orders for Shares received by the Registrar and Transfer Agent on a Transaction Day prior to the relevant deadline for such Shares as specified below, will be processed on the Valuation Day following the Transaction Day on which the relevant subscription order has been received in time on the basis of the Net Asset Value per Share calculated on such Valuation Day. The subscription deadline for all Shares of Classes I and R of Sub-Funds based on the T-1 Model is 3:00 p.m. (Luxembourg time) one Transaction Day prior to the relevant Transaction Day used for the determination of the applicable Net Asset Value per Share. Any applications received after the subscription deadline will be deferred to the next Transaction Day and will be dealt with on the basis of the Net Asset Value per Share calculated on the Valuation Day corresponding to the Transaction Day following such next Transaction Day. The Company has permitted the Distributor to proceed with applications for subscriptions made in respect of Shares of Classes R and I after the cut-off time of 3:00 p.m. (Luxembourg time) on the same conditions as if they would have been received prior to the cut-off time of 3:00 p.m. (Luxembourg time), provided such applications are received by the Registrar and Transfer Agent prior to 7:00 p.m. (Luxembourg time) and provided that they are executed on behalf of the Distributor only, and with respect to order matching purposes. Direct investors for Shares of Class R must provide cleared funds to be received by the Custodian by the relevant deadline on the Transaction Day in order to receive Shares of Class R for which the Net Asset Value is calculated on the Valuation Day that corresponds to such Transaction Day. Full payment instructions may be obtained through the Registrar and Transfer Agent. Unless otherwise specified in the relevant Product Annex, the standard settlement period for subscribing directly to Shares of Classes I and E is 3 Business Days following the relevant Transaction Day. Investors for Shares of Classes I or R must make payment in the Reference Currency of the relevant Class of Shares. In addition, investors for these Classes of Shares may subscribe in another Authorised Payment Currency. Investors wishing to settle their subscription proceeds in an Authorised Payment Currency which is not the Reference Currency must ensure that they provide cleared funds in such Authorised Payment Currency to the Registrar and Transfer Agent in accordance with the 55
deadlines set out above or in the relevant Product Annex in respect of the relevant Transaction Day. This may mean that investors may have to arrange for subscription proceeds to be sent earlier in respect of a particular Transaction Day if at any point on or prior to day on which subscription proceeds are due to be received, commercial banks or foreign exchange markets are closed or unable to settle payments in the principal place of presentation of the relevant Authorised Payment Currency (or where the Authorised Payment Currency is Euro, the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is closed). Depending whether a multi-currency NAV is published or not, the Administrative Agent or the Registrar and Transfer Agent, respectively, will proceed with the currency conversion. The relevant agent will arrange for any necessary currency transaction to convert the subscription monies into the Reference Currency of the relevant Class of Shares. Any such currency transaction will be effected with the relevant agent at the investor s risk and cost. Such currency exchange transactions may delay any transaction in Shares. No Shares will be issued by the Company during any period in which the calculation of the Net Asset Value per Share of the relevant Sub-Fund is suspended. Direct applications made or pending during such suspension may be withdrawn by notice in writing received by the Registrar and Transfer Agent prior to the end of such suspension period. Applications that are not withdrawn will be considered on the first Valuation Day in respect of the first Business Day immediately following the end of such suspension period. A Confirmation Note of completed subscriptions together with share certificates representing Registered Shares, if applicable, is sent at the exclusive risk of the investor within 3 Business Days following the relevant Valuation Day. Such a Confirmation Note will provide for full details of the transaction. A Shareholder must notify the Registrar and Transfer Agent in writing of all changes in respect of the personal details, loss of Shareholder number or loss of, or damage to, a share certificate. The loss of share certificates must be handled in accordance with the relevant provisions under Luxembourg law. Failure to do so may result in delays, which might affect the redemption of the Shares. The Company reserves the right to require an indemnity or such verification as it deems to be necessary and is countersigned by a bank, a stockbroker or any other party acceptable to the Company before the instructions by a Shareholder are accepted. Processing of Subscriptions via the Distributor or the Sub-Distributors Different subscription procedures and time limits may apply if applications for Shares are made via the Distributor or Sub-Distributors although the ultimate deadlines with the Registrar and Transfer Agent referred to in the preceding paragraph remain unaffected. Full payment instructions for subscribing via the Distributor or a Sub-Distributor may be obtained through the Distributor or the relevant Sub- Distributor. The Distributor and the Sub-Distributors are not permitted to withhold subscription orders to benefit themselves by a price change. Investors should note that they may be unable to purchase Shares via the Distributor or the Sub- Distributors on days that any such Distributor or Sub-Distributor is not open for business. The standard settlement period for subscribing to Shares of Classes I, R and E via the Distributor or the Sub-Distributors is 3 Business Days following the relevant Transaction Day, unless otherwise specified in the relevant Product Annex. The subscription proceeds relating to Initial Subscriptions must be received by the Registrar and Transfer Agent on or prior to the Launch Date during normal business hours. In circumstances in which the subscription proceeds are not received in a timely manner, the relevant allotment of Shares may be cancelled and the investor and/or the Distributor or the Sub-Distributors may be required to compensate the Company for any costs and expenses thereby created. No Shares will be issued by the Company during any period in which the calculation of the Net Asset Value per Share of the relevant Sub-Fund is suspended by the Company as discussed under Temporary Suspension of Net Asset Value and of Issues, Redemptions and Conversions. Investors have to contact directly the Distributor or the Sub-Distributors for arrangements regarding applications to be made or pending during such suspension period. Applications made or pending during such suspension period may be withdrawn by notice in writing received by the Registrar and Transfer Agent prior to the end of such suspension period. Applications that are not withdrawn will be considered on the first Valuation Day in respect of the first Business Day immediately following the end of such suspension period. Form of the Shares and Register The Shares can be issued either in the form of Registered Shares or Bearer Shares. Bearer Shares are either represented by (i) a Global Share Certificate or (ii) an Individual Bearer Share Certificate. Shares of Class I are expected to be issued in the form of Registered Shares or, as the case may be, in the form of Bearer Shares which are represented either by a Global Share Certificate or an Individual Bearer Share Certificate subject to the Company being able to identify at any given point in time whether the persons holding such Shares qualify as Institutional Investors. Registered Shares As provided in the Product Annex, the Shares can be issued in registered form and the Shareholders register is conclusive evidence of the ownership of such Shares. In respect of Registered Shares, 56
fractions will be issued and rounded up to 3 decimal places unless otherwise provided in the Product Annex. Any rounding may result in a benefit for the relevant Shareholder or Sub-Fund. Registered Shares may be issued with or without share certificates. In the absence of a specific request for the issuance of share certificates at the time of application, Registered Shares will in principle be issued without share certificates. The uncertificated form enables the Company to effect redemption instructions without undue delay and consequently the Company recommends investors to maintain their Registered Shares in uncertificated form. If an investor (or an agent acting on behalf of the investor) requests the issuance of Registered Shares in the form of share certificates, such certificates will be sent at the investor s sole risk to such investor (or any agent which has been appointed by the investor), within 30 calendar days of completion of the registration process or transfer. Bearer Shares represented by Global Share Certificates The Board of Directors may decide to issue Bearer Shares represented by one or more Global Share Certificates (as will be specified in the relevant Product Annex). Such Global Share Certificates will be issued in the name of the Company and deposited with the Clearing Agents. Bearer Shares represented by a Global Share Certificate will be transferable in accordance with applicable laws and any rules and procedures issued by any Clearing Agent concerned with such transfer. Investors will receive the Bearer Shares represented by a Global Share Certificate by way of book entry form to the securities accounts of their financial intermediaries held, directly or indirectly, with the Clearing Agents. Such Bearer Shares represented by a Global Share Certificate are freely transferable subject to and in accordance with the rules set out in this Prospectus, the rules of the relevant stock exchange and/or the rules of the relevant Clearing Agent. Shareholders who are not participants in such systems will only be able to transfer such Bearer Shares represented by a Global Share Certificate through a financial intermediary who is a participant in the settlement system of the relevant Clearing Agent. Bearer Shares represented by Individual Bearer Share Certificates The Board of Directors may decide to issue Bearer Shares represented by Individual Bearer Share Certificates. If available, such Individual Bearer Share Certificates will be issued at the request of the investors who will be liable for any applicable costs and/or expenses (in accordance with such requirements as will be specified in the relevant Product Annex and/or the respective documents setting out information relevant for the jurisdictions in which the Shares are offered for subscription). Individual Bearer Share Certificates will be in such denominations as the Board of Directors shall decide and will be specified in the relevant Product Annex and/or in the respective documents setting out information relevant for the jurisdictions in which the Shares are offered for subscription. Individual Bearer Share Certificates will be sent to the investors at their sole risk at such address indicated for that purpose to the Registrar and Transfer Agent. The transfer of Bearer Shares represented by Individual Bearer Share Certificates shall be made by way of delivery of such Individual Bearer Share Certificates. Redemption or conversion requests made in respect of lost Individual Bearer Share Certificates will not be accepted. Investors in Sub-Funds of which certain Shares are listed on a stock exchange and who request the issuance of Bearer Shares represented by Individual Bearer Share Certificates should be aware that the rules and procedures applicable to such stock exchange may prohibit the Shareholders from selling their Bearer Shares represented by Individual Bearer Share Certificates on such stock exchange. In such case, the Shareholders may be required to exchange at their expense their Bearer Shares represented by Individual Bearer Share Certificates for Bearer Shares represented by a Global Share Certificate. Further information in respect of Bearer Shares represented either by Global Share Certificates or Individual Bearer Share Certificates and their respective processing procedures is available from the Registrar and Transfer Agent. 57
REDEMPTION OF SHARES Redemption Price Shares may be redeemed on any Transaction Day. However, investors should note that a redemption of Shares via the Distributor or the Sub-Distributors will be subject to the Distributor or the relevant Sub-Distributors being open for business. The Redemption Proceeds of the Shares will correspond to the Net Asset Value of such Share, less any applicable redemption charges or fees as described in more detail under Fees and Expenses. Shareholders are reminded that the Redemption Proceeds can be higher or lower than the subscription amount. No fractions of Shares can be redeemed unless otherwise specified in the relevant Product Annex. For Sub-Funds having a Maturity Date, all Shares for which no redemption request has been made in respect of this Maturity Date, will be compulsorily redeemed on such Maturity Date at the Net Asset Value per Share calculated relating to such Maturity Date. Such Sub-Fund shall be closed within 10 Luxembourg Banking Days following the Maturity Date. The effective payment of such redemptions will occur at the latest upon the closure of the Sub-Fund. Redemptions will be made in cash for Classes I and R unless otherwise specified in the relevant Product Annex. Redemptions of Shares of Class E will be in kind but may also include a cash payment. Redemption Size Shareholders may ask for the redemption of all or part of their Shares of any Class. The minimum number of Shares subject to a redemption and/or the Minimum Redemption Amount may vary according to the Sub-Fund or the Class of Shares. The Company is not bound to execute a request for redemption of Shares if such request relates to Shares having a value greater than 10% of the Net Asset Value of any Sub-Fund, unless otherwise specified in the relevant Product Annex. The Board of Directors reserves the right from time to time to waive any Minimum Redemption Amount by taking into consideration the equal treatment of Shareholders. The Board of Directors may, at any time, decide to compulsorily redeem all Shares from Shareholders whose holding is less than the Minimum Holding Requirement. In such case the Shareholder concerned will receive prior notice so as to be able to increase his holding above such amounts within 10 Luxembourg Banking Days after receipt of such notice. Furthermore, if the Net Asset Value of any Sub-Fund or Class of Shares on a given Valuation Day shall become less than the Minimum Net Asset Value, the Company may in its discretion, redeem all of the relevant Shares then outstanding (as described in full detail under General Information on the Company and the Shares ). The Sub-Funds will in principle have no Maturity Date unless otherwise determined in the Product Annex. Sub-Funds for which no Maturity Date has been designated may be closed in accordance with the procedures laid down in the Articles of Incorporation by a decision of the Board of Directors and will be redeemed at a price reflecting the anticipated realisation and liquidation costs of closing the relevant Sub-Fund or Class but without application of any redemption charge. Such Sub-Fund shall be closed at least 10 Luxembourg Banking Days after the date at which such decision shall take effect. Any proceeds the Company is unable to redeem to the relevant Shareholders on the Maturity Date, will be deposited on or around the closure date of the relevant sub-fund with the Caisse de Consignation on behalf of the persons entitled thereto. Procedure for Direct Redemption Shareholders wishing to have all or part of their Shares redeemed by the Company may apply for such redemption on any Transaction Day. Such redemption applications made directly to the Company (as opposed to redemption applications made to the Distributor or the Sub-Distributors as described below under the subsection Redemption Procedure via the Distributor or the Sub- Distributors ) must be made by fax or by letter to the Registrar and Transfer Agent. The Company may also decide that applications for redemptions may be made by electronic file transfer. The Company may require written confirmations of any such application. Where Shareholders are registered as joint Shareholders in the Shareholders register, the Company will consider each such Shareholder as having sole signing authority with respect to the joint ownership of such Shares and may bind the respective holders of such Shares for the purposes of any confirmations made. All direct applications for redemption will be considered as binding and irrevocable. An application for direct redemption of Shares must include (i) the number of Shares the Shareholder wishes to redeem (for each (sub)-class of Shares), (ii) the Shareholder's personal details and (iii) the Shareholder's account number. Redemptions for Shares will be processed either on the basis of a T Model (applicable model by default) or, alternatively, on the basis of a T-1 Model as specified in the relevant Product Annex. 58
T Model Redemption orders for Shares received by the Registrar and Transfer Agent on a Transaction Day prior to the relevant deadline for such Shares as specified below, will be processed on the Valuation Day relating to such Transaction Day on the basis of the Net Asset Value per Share calculated on such Valuation Day. The redemption deadline for Sub-Funds based on the T Model is either (i) 2:00 p.m. (Luxembourg time) for all Shares of Classes I and R on the relevant Transaction Day or (ii) 4:00 p.m. (Luxembourg time) for all Shares of Class E. Any applications received after the redemption deadline on the relevant Transaction Day will be deferred to the next Transaction Day and will be dealt with on the basis of the Net Asset Value per Share calculated on the Valuation Day corresponding to such next Transaction Day. In respect of Sub-Funds where the redemption deadline for all Shares of Classes I and R is 2:00 p.m. (Luxembourg time) on the relevant Transaction Day, the Company has permitted the Distributor to proceed with applications for redemptions made in respect of Shares of Classes R and I after the cut-off time of 2:00 p.m. (Luxembourg time) on the same conditions as if they would have been received prior to the cut-off time of 2:00 p.m. (Luxembourg time), provided such applications are received prior to 6:00 p.m. (Luxembourg time) by the Registrar and Transfer Agent and provided that they are executed on behalf of the Distributor only, and with respect to order matching purposes. T-1 Model Redemption orders for Shares received by the Registrar and Transfer Agent on a Transaction Day prior to the relevant deadline for such Shares as specified below, will be processed on the Valuation Day following the Transaction Day on which the relevant redemption order has been received in time on the basis of the Net Asset Value per Share calculated on such Valuation Day. The redemption deadline for all Shares of Classes I and R of Sub-Funds based on the T-1 Model is 3:00 p.m. (Luxembourg time) one Transaction Day prior to the relevant Transaction Day used for the determination of the applicable Net Asset Value per Share. Any redemption orders received after the redemption deadline will be deferred to the next Transaction Day and will be dealt with on the basis of the Net Asset Value per Share calculated on the Valuation Day corresponding to the Transaction Day following such next Transaction Day. The Company has permitted the Distributor to proceed with applications for redemptions made in respect of Shares of Classes R and I after the cut-off time of 3:00 p.m. (Luxembourg time) on the same conditions as if they would have been received prior to the cut-off time of 3:00 p.m. (Luxembourg time), provided such applications are received by the Registrar and Transfer Agent prior to 7:00 p.m. (Luxembourg time) and provided that they are executed on behalf of the Distributor only, and with respect to order matching purposes. Where share certificates have been issued with respect to Registered Shares and/or Bearer Shares represented by Individual Bearer Share Certificates, the Shareholder requesting the redemption of such Shares must provide the Registrar and Transfer Agent with the relevant share certificates. Failure to provide any of the above information may result in delays for the application for redemption being dealt with. No redemption can be accepted without the delivery of the Individual Bearer Share Certificates. The Company may require any Shareholder to provide it with any information or document it may consider as necessary for the purpose of determining whether or not the beneficial owner of such Shares is (i) a Prohibited Person, (ii) a US Person or (iii) any person holding Shares of Class I not qualifying as an Institutional Investor. If at any time it shall come to the Company s attention that Shares are beneficially owned by one of the persons mentioned under (i), (ii) and (iii) above, either alone or in conjunction with any other person, and such person fails to comply with the instructions of the Company to sell his Shares and to provide the Company with evidence of such sale within 30 calendar days of being so instructed by the Company, the Company may in its discretion compulsorily redeem such Shares at the Redemption Price immediately after the close of business specified in the notice given by the Company to the Prohibited Person of such compulsory redemption, the Shares will be redeemed in accordance with their respective terms and such investors will cease to be the owners of such Shares. Shareholders holding Shares of Classes I2D, I2C, R2D and R2C should note that in these circumstances a Contingent Deferred Sales Charge may be levied on the basis of the Redemption Price or the Initial Issue Price as the case may be. Shareholders holding Shares of Classes I, R and E should note that in these circumstances a Redemption Charge may be levied on the basis of the Redemption Price. The investor applying for direct cash redemption will be notified of the Redemption Price as soon as reasonably practicable after determination of the relevant Net Asset Value per Share. Investors in Shares of Class E where redemption is in kind, will receive confirmation of the composition of the constituents of the assets to be delivered and the amount of cash to be paid to the Authorised Account after taking into account any stamp duty or such other charges or taxes as may be applicable in relation to any such constituent. The costs and expenses created by such transfer may be passed on to the Shareholder. The Company may in its absolute discretion decide to effect all or part of such redemption in kind by way of a cash payment and will effect such a cash payment 59
where it believes that any constituent of the assets is unavailable for delivery whether temporarily or not or where it believes that an insufficient amount of such a constituent is available so as to enable a delivery of such constituent to the Shareholder making a redemption request. With respect to Shares of Classes I and R, the Company may, subject to the Shareholder's acceptance, satisfy the redemption request by allocating to such Shareholder assets from the relevant Sub-Fund equal in value to the value of the Shares to be redeemed. The nature and type of such assets shall be determined on a fair and reasonable basis and will take into account the interests of the remaining Shareholders of the relevant Sub-Fund. The value of such assets used will be confirmed by a report of the Company's auditor. Cash redemption payments will be made in the Reference Currency of the relevant Sub-Fund, or, alternatively, at the request of the Shareholder, in the Authorised Payment Currency in which the subscription was made. Depending whether a multi-currency NAV is published or not, the Administrative Agent or the Registrar and Transfer Agent, respectively, will proceed with the currency conversion. If necessary, the relevant agent will effect a currency transaction at the Shareholder's cost, to convert the Redemption Proceeds from the Reference Currency of the relevant Sub-Fund into the relevant Authorised Payment Currency. Any such currency transaction will be effected with the relevant agent at the investor s risk and cost. Such currency exchange transactions may delay any transaction in Shares. The Registrar and Transfer Agent will issue instructions for payment or settlement made in the Reference Currency to be effected no later than three Business Days after the relevant Valuation Day for all Sub-Funds. Investors who are receiving redemption proceeds in an Authorised Payment Currency other than the Reference Currency should be aware that they may receive their redemption proceeds later than three Business Days after the relevant Valuation Day, if at any point during the period from and including the relevant Valuation Day to and including the day that falls three Business Days after the relevant Valuation Day, commercial banks or foreign exchange markets are closed or unable to settle payments in the principal place of presentation of the relevant Authorised Payment Currency (or where the Authorised Payment Currency is Euro, the Trans-European Automated Realtime Gross settlement Express Transfer (TARGET2) system is closed). The Company reserves the right to delay payment for 5 Business Days, provided such delay is in the interest of the remaining Shareholders. This right is in addition to any delay in payment as set out above where redemption proceeds are being paid in an Authorised Payment Currency other than the Reference Currency. Where a Sub-Fund has a Maturity Date and no request for redemption is made before such Maturity Date, the Registrar and Transfer Agent shall issue instructions for payment or settlement to be effected no later than 10 Luxembourg Banking Days following such Maturity Date. Where the Sub- Fund has no Maturity Date and no request for redemption is made prior to the date at which the Sub- Fund is closed, the Registrar and Transfer Agent shall issue instructions for payment or settlement to be effected no later than 10 Luxembourg Banking Days following the date at which the Sub-Fund is closed. Redemption Procedure with the Distributor or the Sub-Distributors The redemption procedures and the redemption deadlines may be different if applications for redemption are made to the Distributor or the Sub-Distributors, although the ultimate deadlines and procedures of the Registrar and Transfer Agent referred to above will remain unaffected. The Shareholders may obtain information on the redemption procedure directly from the Distributor or the relevant Sub-Distributor and should refer to the relevant country annex (if applicable). Temporary Suspension of Redemption The Company will not redeem any Shares during any period in which the calculation of the Net Asset Value per Share of the relevant Sub-Fund is suspended. Notice of such suspension will be given to Shareholders having tendered their redemption request directly to the Registrar and Transfer Agent. Redemption requests will be considered on the first Valuation Day in respect of the first Business Day following the end of the suspension period. If a period of suspension lasts for more than 30 calendar days after the date on which the application for redemption has been received by the distributor, the relevant Sub-Distributor or the Registrar and Transfer Agent as the case may be, such application may be cancelled by the Shareholder by way of a written notice to the Distributor, the Sub-Distributor or to the Registrar and Transfer Agent as the case may be, provided that the notice is received on a Luxembourg Banking Day prior to the end of the suspension period. Special Procedure for Cash Redemptions Representing 10% or more of the Net Asset Value of any Sub-Fund If any application for cash redemption is received in respect of any one Valuation Day (the First Valuation Date ) which either singly or when aggregated with other applications so received, is more than 10% of the Net Asset Value of any one Sub-Fund, the Board of Directors reserves the right in its sole and absolute discretion (and taking into account the best interests of the remaining Shareholders) to scale down pro rata each application with respect to such First Valuation Date so that not more than 10% of the Net Asset Value of the relevant Sub-Fund be redeemed or converted on such First Valuation Date. To the extent that any application is not given full effect on such First Valuation Date by virtue of the exercise of the power to prorate applications, it shall be treated with respect to the 60
unsatisfied balance thereof as if a further request had been made by the Shareholder in respect of the next Valuation Day and, if necessary, subsequent Valuation Days with a maximum of 7 Valuation Days. With respect to any application received in respect of the First Valuation Day, to the extent that subsequent applications shall be received in respect of following Valuation Days, such later applications shall be postponed in priority to the satisfaction of applications relating to the First Valuation Day, but subject thereto shall be dealt with as set out in the preceding sentence. If any single application for cash redemption or conversion is received in respect of any one Valuation Day which represents more than 10% of the Net Asset Value of any one Sub-Fund, the Board of Directors may ask such Shareholder to accept payment in whole or in part by an in kind distribution of the portfolio securities in lieu of cash. In the event that a redeeming Shareholder accepts payment in whole or in part by a distribution in kind of portfolio securities held by the relevant Sub-Fund, the Company may, but is not obliged to, establish an Account outside the structure of the Company into which such portfolio securities can be transferred. Any expenses relating to the opening and maintenance of such an Account will be borne by the Shareholder. Once such portfolio assets have been transferred into the Account, the Account will be valued and a valuation report will be obtained from the Company's auditor. The Account will be used to sell such portfolio securities in order that cash can then be transferred to the redeeming Shareholder. Investors who receive such portfolio securities in lieu of cash upon redemption should note that they may incur brokerage and/or local tax charges on the sale of such portfolio securities. In addition, the Redemption Proceeds from the sale by the redeeming Shareholder of the Shares may be more or less than the Redemption Price due to market conditions and/or the difference between the prices used to calculate the Net Asset Value and bid prices received on the sale of such portfolio securities. In the event that a Contingent Deferred Sales Charge is payable on the Redemption Proceeds of the Shares of Classes I2D, I2C, R2D and R2C, such charge will be deducted from the cash once the sale of the portfolio securities in the Account has taken place and before such cash is transferred to the redeeming Shareholder. For the purpose of these provisions, conversions shall be treated as redemptions. 61
CONVERSION OF SHARES From and including 1 November 2009 and unless otherwise stated in the relevant Product Annex, Shareholders may be entitled to convert within a given Class of Shares or Sub-Fund all or part of their Shares into Shares relating to other Sub-Funds or Classes of Shares provided that such other Sub- Funds or Classes of Shares are registered for public distribution in the same jurisdiction as the Original Sub-Fund or Original Class of Shares. Conversions are not permitted between Sub-Funds or within Classes of Shares which are registered for public distribution in different jurisdictions. Where conversions are allowed, such conversions can only be made within Classes I and R and between Classes I and R (subject to fulfilling the relevant eligibility criteria). Conversions between Classes I / R and Classes E are not permitted. Prior to converting any Shares, Shareholders should consult with their tax and financial advisers in relation to the legal, tax, financial or other consequences of converting such Shares. Direct Application for Conversions If conversions are allowed, direct conversion applications shall be made in writing by fax or letter to the Registrar and Transfer Agent stating which Shares are to be converted. The Company may also decide that applications for conversion may be made by electronic file transfer. The application for conversion must include (i) the monetary amount the Shareholder wishes to convert or (ii) the number of Shares the Shareholder wishes to convert, together with the Shareholder's personal details and Shareholder's account number. Where share certificates have been issued with respect to Registered Shares and/or Bearer Shares represented by Individual Bearer Share Certificates as described under Issue of Shares and Subscription, the Shareholder requesting the conversion of his Shares must provide the Registrar and Transfer Agent with the Share Certificates relating to the Shares to be converted. Failure to provide any of the above information may result in delay of the application for conversion while verification is being sought from the Shareholder. The period of notice is the same as for applications for redemption. No conversion application can be made without the delivery of the Individual Bearer Share Certificates. Conversions will result in the application of a Conversion Charge of a maximum of 1% which will be based on the Net Asset Value per Share of the Shares the Shareholder wishes to convert from, as described in the relevant Product Annex. No Conversion Charge will be applicable unless otherwise specified in the Product Annex. The Conversion Charge will always be payable to the Distributor or the Sub-Distributor dealing with the conversion request. No Redemption Charge will be due upon the conversion of Shares. Shareholders should note that if an application for conversion relates to a partial conversion of an existing holding and the remaining balance within the existing holding is below the Minimum Holding Requirement, the Company will not be bound to comply with such application. Applications for conversion received by the Registrar and Transfer Agent on any Transaction Day before the relevant deadline (which is the same deadline as for subscriptions and redemptions) will be processed on that Transaction Day based on the Net Asset Value per Share calculated on the corresponding Valuation Day or, where the valuation methodology applicable to the Sub-Funds is different, calculated on the respective Valuation Days applicable to the Shares to be converted from and to the Shares to be converted into, based on the relevant valuation methodology. Any applications received after the applicable deadline on the relevant Transaction Day will be processed on the next succeeding Transaction Day based on the Net Asset Value per Share calculated on the Valuation Day corresponding to such Transaction Day, or where the valuation methodology applicable to the Sub-Funds is different, calculated on the respective Valuation Days applicable to the Shares to be converted from and to the Shares to be converted into, based on the relevant valuation methodology. Application via the Distributor or the Sub-Distributors Different conversion procedures and time limits may apply if applications for conversion are made to the Distributor or the Sub-Distributors although the ultimate deadlines with the Registrar and Transfer Agent will remain unchanged. In such instances, the Distributor or the relevant Sub-Distributor will inform the investor of the conversion procedure relevant to such investor, together with any time limit by which the application must be received. Investors should note that they may be not be able to convert Shares via the Distributor or the Sub-Distributors on days on which the Distributor or the Sub- Distributors are not open for business. Applications for conversion on any one Valuation Day which either singly or when aggregated with other applications for conversion or redemption so received, represent more than 10% of the Net Asset Value of any one Sub-Fund, may be subject to equivalent procedures as set forth herein under the subsection Special Procedure for Cash Redemptions Representing 10% or more of the Net Asset Value of any Sub-Fund. Conversion Formula The rate at which all or part of the Shares in relation to a given Original Sub-Fund are converted into Shares relating to a New Sub-Fund, or all or part of the Original Shares of a particular Class of Shares are converted into a New Class of Shares in relation to the same Sub-Fund, is determined in accordance with the following formula: 62
where: A B C D E B x C x E A D is the number of Shares to be allocated or issued by the Company in relation to the New Sub- Fund or New Class of Shares; is the number of Shares relating to the Original Sub-Fund or to the Original Class of Shares which is to be converted; is the Net Asset Value per Share (minus the relevant Conversion Charge, where applicable) of the Original Class of Shares or the relevant Class of Shares within the Original Sub-Fund at the relevant Valuation Day; is the Net Asset Value per Share of the New Class of Shares or the relevant Class of Shares within the New Sub-Fund at the relevant Valuation Day; and is the currency conversion factor, if any, as will be determined by the Board of Directors. After conversion of the Shares, the Registrar and Transfer Agent will inform the Shareholder of the number of Shares in relation to the New Sub-Fund or New Class of Shares obtained by conversion and the price thereof. If A is not an integral number, fractions of Shares will be allotted in the New Sub-Fund (if applicable). In the case of conversion to Bearer Shares, fractions of Shares will not be issued and the remaining amount will be reimbursed to the relevant Shareholder who will be liable for any related transaction costs and/or expenses. 63
PROHIBITION OF LATE TRADING AND MARKET TIMING Late Trading is to be understood as the acceptance of a subscription (or conversion or redemption) order after the relevant cut-off times (as specified below) on the relevant Transaction Day and the execution of such order at the price based on the Net Asset Value applicable to such same day. Late Trading is strictly forbidden. Market Timing is to be understood as an arbitrage method through which an investor systematically subscribes and redeems or converts Shares of the Company within a short time period, by taking advantage of time differences and/or imperfections or deficiencies in the method of determination of the Net Asset Value of the relevant Sub-Fund. Market Timing practices may disrupt the investment management of the portfolios and harm the performance of the relevant Sub-Fund. In order to avoid such practices, Shares are issued at an unknown price and neither the Company, nor the Distributor will accept orders received after the relevant cut-off times. The Company reserves the right to refuse purchase (and conversion) orders into a Sub-Fund by any person who is suspected of market timing activities. 64
FEES AND EXPENSES Dealing Fees Payable by Investors The Shares will be subject to different selling commission and fee structures. Any exceptions to the selling commission and fee structures detailed hereunder will be described in the relevant Product Annex. Investors located outside Luxembourg may be subject to additional fees besides the Upfront Subscription Sales Charge, Redemption Charge and Conversion Charge specified in the relevant Product Annex. Any such additional fees shall be set out in the relevant subscription documentation and one s month notice will be given to the relevant Shareholders prior to the implementation of the fees. Upfront Subscription Sales Charge Subscription for Shares of Classes I1C/D, R1C/D, I2C/D, R2C/D and E made during the Offering Period will be subject to an Upfront Subscription Sales Charge calculated on the Initial Issue Price in the Reference Currency. Investors subscribing to Shares of Classes I1C/D, R1C/D, I2C/D, R2C/D and E after the Offering Period and up to (but excluding) the Launch Date may be subject to an Upfront Subscription Sales Charge which will be calculated on the basis of the Initial Issue Price or the Net Asset Value per Share as determined on the Valuation Day immediately following the relevant Transaction Day. Investors subscribing to Shares of Classes I1C/D, R1C/D, I2C/D, R2C/D and E on or after the Launch Date may be subject to an Upfront Subscription Sales Charge which will be calculated on the basis of the Net Asset Value per Share as determined on the Valuation Day immediately following the relevant Transaction Day. The Upfront Subscription Sales Charge may be waived in whole or in part at the discretion of the Board of Directors. The applicable Upfront Subscription Sales Charge for Shares of Classes I1D, I1C, R1D and R1C and E will be mentioned in the Product Annex but can never exceed 5% (or 4% in case of Shares of Classes I2D, I2C, R2D and R2C ). When offered in the same country, the Upfront Subscription Sales Charge of Shares of Classes I2D, I2C, R2D and R2C in respect of a specific Sub-Fund will always be lower than the Upfront Subscription Sales Charge applicable to Shares of Classes I1D, I1C, R1D and R1C in respect of the same Sub-Fund. The Upfront Subscription Sales Charge shall revert to the Distributor or the Sub-Distributor through which the subscription was made. If in any country in which Shares of the I1C/D, R1C/D, I2C/D, R2C/D and E are offered, local law or practice requires a lower Upfront Subscription Sales Charge, the Distributor may sell Shares or may authorise the Sub-Distributors to sell Shares within such country at a total price less than the applicable price as determined in the relevant Product Annex, but in accordance with the maximum amounts permitted by the law or practice of such country. Alternative Sales Charge Arrangement for Shares of Classes I and R The Alternative Sales Charge Arrangements enable an investor subscribing to Shares of Classes I and R to choose the method of purchasing such Shares that may be more attractive given the amount of the purchase, the length of time the investor expects to hold such Shares and his individual circumstances. As will be confirmed in the relevant Product Annex, the Alternative Sales Charge Arrangements may be applied to Shares of Classes I2D, I2C, R2D and R2C. The Alternative Sales Charge Arrangements consist of a combination of the Contingent Deferred Sales Charge and the Distribution Fee (which is payable by the Sub-Fund concerned) the purpose of which is to finance the distribution of Shares of Classes I2D, I2C, R2D and R2C via the Distributor or the Sub-Distributors. The Contingent Deferred Sales Charge will be calculated and deducted by the Registrar and Transfer Agent and will in principle revert to the Distributor or the Sub-Distributor making the redemption request on behalf of the investor. The Contingent Deferred Sales Charge decreases over the life of a Sub-Fund and is payable upon redemption in accordance with the percentages specified in the relevant Product Annex. No Contingent Deferred Sales Charge will be due if Shares of Classes I2D, I2C, R2D and R2C are redeemed on the Maturity Date, pursuant to the right of the Company to liquidate a Shareholder's account where the Net Asset Value of the Sub-Fund falls below a level which is specified under Redemption of Shares and under General Information on the Company and the Shares or if the Board of Directors decides to close a Sub-Fund. Shares of Classes I2D, I2C, R2D and R2C relating to Sub-Funds for which no Maturity Date has been designated and which have been terminated by a decision of the Board of Directors will not be subject to a Contingent Deferred Sales Charge if these Shares are redeemed as a result of the termination of the relevant Sub-Fund. Unless otherwise indicated in the Product Annex, the Contingent Deferred Sales Charge is calculated on the basis of the Net Asset Value per Share or (where applicable) on the Initial Issue Price and will be expressed in the Reference Currency. Redemption Charge The Board of Directors of the Company may decide that Shares of Classes I and R will be subject to a Redemption Charge of, unless otherwise provided for in the relevant Product Annex, maximum 2% which will be calculated on the basis of the Net Asset Value per Share as determined on the Valuation Day immediately following the relevant Transaction Day (as will be determined in the 65
Product Annex) and will usually revert to the Distributor who can re-allow all or part of the Redemption Charge to the Sub-Distributors. The Redemption Charge may be waived in whole or in part at the discretion of the Board of Directors with due regard to the equal treatment of Shareholders. Shares of Classes I and R for which a Maturity Date is designated will not be subject to any Redemption Charge if redeemed on such Maturity Date. Shares of Classes I and R of Sub-Funds for which no Maturity Date has been designated and which have been terminated by a decision of the Board of Directors will not be subject to a Redemption Charge if redeemed as a result of the termination of the relevant Sub-Fund. Shares of Class E which are redeemed by a number which is determined in the relevant Product Annex or integer multiples thereof will be liable to a fixed Redemption Charge of euro 10,000 or such other but lesser amount (as will be determined in the Product Annex). Typically repurchases of Shares of Class E should only be made in respect of the number of Shares specified in the relevant Product Annex or integer multiples thereof. Any redemption of Shares of Class E for a number of Shares other than of the number of Shares specified in the relevant Product Annex or integer multiples thereof will be subject to an additional Redemption Charge of maximum 2% of the Net Asset Value per Share in addition to the above fixed Redemption Charge and will usually revert to the relevant Sub-Fund, as will be specified in the relevant Product Annex. Conversion Charge Conversions from Shares relating to one Sub-Fund to Shares relating to another Sub-Fund or, in relation to the same Sub-Fund, from one Class of Shares to another Class of Shares will be subject to a Conversion Charge of maximum 1% based on the Net Asset Value per Share (as will be determined in the Product Annex). No Conversion Charge will be applicable unless otherwise specified in the Product Annex. Fees and Expenses Payable by the Company Distribution Fee In accordance with and subject to the relevant agreement in place, Sub-Funds which are distributed via the Distributor or the Sub-Distributors will pay the Distributor or Sub-Distributors, as the case may be, a Distribution Fee, accrued daily and paid on a quarterly or monthly basis, at an annual rate which is determined in the relevant Product Annex, and will be based on the Net Assets of the Shares of Classes I2D, I2C, R2D and R2C and paid out of the assets of the Sub-Fund relating to such Shares only. The Distributor may re-allow an amount of the Distribution Fee to the Sub-Distributors. Management Company Fee In accordance with and subject to the terms of the Management Company Agreement, the annual Management Company Fee will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage of (i) the last available Net Asset Value of each Sub-Fund or Class of Shares or (ii) the Initial Issue Price multiplied by the number of outstanding Shares of each Sub- Fund or Class of Shares (as indicated for each Sub-Fund and Class of Shares in the relevant Product Annex). The Management Company Fee is payable monthly. The Management Company is also entitled to receive reimbursements for any reasonable expenses that were made in its capacity as management company of the Company in the context of the execution of the Management Company Agreement and that were not reasonably foreseeable in the ordinary course of business. Notwithstanding the above, the Management Company and the Company may agree on a different fee structure in respect of a certain Sub-Fund or Class of Shares, as indicated in the relevant Product Annex. Extraordinary Expenses The Company shall be liable for Extraordinary Expenses including, without limitation, expenses relating to litigation costs and any tax, levy, duty or similar charge imposed on the Company or its assets that would otherwise not qualify as ordinary expenses. Extraordinary expenses are accounted for on a cash basis and are paid when incurred or invoiced on the basis of the Net Asset Value of the Sub-Funds to which they are attributable. Extraordinary Expenses are allocated across each Class of Shares. Collateral Costs In respect of any Sub-Fund in respect of which the costs (if any) generated by the delivery by the Swap Counterparty of collateral ( Collateral Costs ) will be borne by such Sub-Fund as disclosed in the relevant Product Annex for such Sub-Fund, such costs will not be paid out of the Fixed Fee but will be paid by the Sub-Fund directly. Fixed Fee Under the terms of an arrangement between the Company and the Fixed Fee Agent, the Fixed Fee Agent will in exchange for the payment of a Fixed Fee, calculated on the average daily Net Asset Value per Sub-Fund or per Class as specified in the relevant Product Annex and payable quarterly, finance the payment of certain fees and expenses, unless otherwise specified in the relevant Product Annex. The fees and expenses covered by the arrangement are Transaction Fees and Administrative Expenses (including the Administrative Agent Fee, the Custodian Fee, the Registrar and Transfer Agent Fee, the formation expenses and other Administrative Expenses). They are covered as follows: 66
Transaction Fees Transaction Fees are any fees and expenses incurred in buying and selling securities or other investments held by a Sub-Fund, e.g., brokerage costs and commissions and correspondence fees for transferring securities or investments or other interests, unless otherwise specified in the relevant Product Annex. Administrative Expenses - Administrative Agent Fee The Fixed Fee covers the Administrative Agent Fee, which is normally due under the Investment Fund Service Agreement. According to the Investment Fund Service Agreement, the Company shall pay to the Administrative Agent an Administrative Agent Fee according to current bank practice in Luxembourg for its services as central administration agent, domiciliary agent and listing agent. The Administrative Agent is also entitled to receive reimbursement for any reasonable disbursements and out-of-pocket expenses incurred in connection with the Company. - Registrar and Transfer Agent Fee The Fixed Fee covers the Registrar and Transfer Agent Fee, which is normally due under the Registrar and Transfer Agency Agreement. According to the Registrar and Transfer Agency Agreement, the Company pays to the Registrar and Transfer Agent a monthly Registrar and Transfer Agent Fee according to current bank practice in Luxembourg for its services as registrar and transfer agent. The Registrar and Transfer Agent is also entitled to receive reimbursement for any reasonable disbursements and out-of-pocket expenses incurred in connection with the Company. - Custodian Fee The Fixed Fee covers the Custodian Fee, which is normally due under the Custodian Agreement. According to the Custodian Agreement, the Company pays to the Custodian a Custodian Fee according to current bank practice in Luxembourg for its services as custodian bank. The fee will be calculated on the basis of a percentage of the assets of each Sub-Fund under the custody of the Custodian and will be paid on a monthly basis by the Company to the Custodian. The Custodian is entitled to receive reimbursement for its reasonable out-of-pocket expenses incurred in connection with the Company. - Setting up costs The setting up costs of the Company are estimated to amount to EUR 85,000. They will be borne by the Sub-Funds existing on or around the date of incorporation of the Company and may be amortised over a period of 5 years. Setting up costs in relation to new Sub-Funds will be borne by these new Sub-Funds and may be amortised over a period of five years. Newly launched Sub-Funds will not participate to the non-amortised setting up costs of the Company. In addition, since the Fixed Fee will be determined at the outset on a yearly basis by the Company and the Fixed Fee Agent, investors should note that the amount paid to the Fixed Fee Agent may at year end be greater than if the Company would have paid directly the relevant expenses. Conversely, the expenses the Company would have had to pay might be greater than the Fixed Fee and the effective amount paid by the Company to the Fixed Fee Agent would be less. The Fixed Fee will be determined and will correspond to anticipated costs determined on an arm s length basis by the Company and the Fixed Fee Agent and will be disclosed in the relevant Product Annex. - Other Administrative Expenses The Fixed Fee covers the other Administrative Expenses. Other Administrative Expenses include but are not limited to, the costs and expenses relating to the establishment of the Company; organisation and registration costs; licence fees payable to licence holders of an index; expenses for legal and auditing services and in respect of any tax reporting; cost of any proposed listings; maintaining such listings; printing Share certificates; all reasonable out-of-pocket expenses of the Board of Directors; foreign registration fees and fees relating to the maintenance of such registrations including translation costs and local legal costs and other expenses due to supervisory authorities in various jurisdictions and local representatives remunerations in foreign jurisdictions; insurance; interest; brokerage costs and costs of publication of the Net Asset Value and such other information which is required to be published in the different jurisdictions; compiling and printing of prospectuses, key investor information documents and shareholder reports; preparation, maintenance, translation and updating of investors fact-sheets of Sub-Funds; monitoring the performance of the Sub-Funds including the costs of any software associated with such monitoring; and, maintaining the website in respect of the Company and the Sub-Funds which provides investors with information on the Company and the Sub-Funds including, but not limited to, provision of net asset values, secondary market prices and updated prospectuses. In particular, the Fixed Fee Agent will finance the payment of invoices of legal advisers, local legal advisers, local paying agents and translators provided and to the extent that these invoices do not in aggregate exceed the overall threshold of Euro ten Million (EUR 10,000,000) per financial year and the Company will be liable to pay for any amount that exceeds this threshold. The Company will pay this amount out of the relevant Sub-Fund s assets to which the specific costs are attributed. Except otherwise provided for in the relevant Product Annex, the Fixed Fee does not include the following fees, expenses and costs: 67
- the costs of any marketing agencies appointed by the Company to provide certain marketing and distribution services to the Company; - the Distribution Fee; - the Investment Advisory Fee, where applicable; - the Investment Management Fee, where applicable; - the Management Company Fee; - any unamortized formation expenses incurred; - any taxes or fiscal charges which the Company may be required to pay, for example, the annual tax in Luxembourg (the Taxe d'abonnement ) or, if it should be payable, any value added tax or similar sales or services tax payable by the Company (VAT) (all such taxes or fiscal charges), unless otherwise specified in the relevant Product Annex; - any commissions payable to sales agents arising out of any dealing in Shares; - any costs and expenses incurred outside of the Company's ordinary course of business such as Extraordinary Expenses (e.g. legal fees incurred in prosecuting or defending, a claim or allegation, by or against, the Company); nor, - Collateral Costs. 68
GENERAL TAXATION Warning The information set forth below is based on present law and administrative practice and may be subject to modification. Prospective investors should inform themselves of, and where appropriate take advice on, the laws and regulations (such as those relating to taxation and exchange controls) applicable to the subscription, purchase, holding, selling (via an exchange or otherwise) and redemption of Shares in the country of their citizenship, residence or domicile. The Company Under current law and practice, the Company is not liable to any Luxembourg income tax. The Company is, however, liable in Luxembourg to a tax of 0.05 per cent per annum in respect of Shares of Classes R and E and of 0.01 per cent per annum in respect of Class I ( Taxe d'abonnement ) in accordance with Article 174 of the Law. Investments by a Sub-Fund in shares or units of another Luxembourg undertaking for collective investment are excluded from the Net Asset Value of the Sub-Fund serving as basis for the calculation of the Taxe d'abonnement payable by that Sub-Fund. The following Sub-Funds are also exempt from the Taxe d Abonnement: Sub-Funds (i) whose securities are reserved for institutional investors and, (ii) whose exclusive object is the collective investment in money market instruments or deposits with credit institutions and, (iii) the weighted residual portfolio maturity does not exceed 90 days and (iv) that have obtained the highest possible ranking by a recognised ranking agency. In case of several Share Classes within a Sub-Fund, the exemption only applies to the Share Classes whose securities are reserved for institutional investors. The exemption also applies to Sub-Funds whose securities are reserved for pension funds or companies set up by one or more employers for the benefit of their employees; or Sub-Funds whose main objective is the investment into microfinance institutions; or Sub-Funds whose securities (i) are listed or traded on at least one stock exchange or another regulated market operating regularly, recognised and open to the public and (ii) whose exclusive objective is to replicate the performance of one or more indices (in case of several Share Classes within a Sub-Fund, the exemption only applies to the Share Classes fulfilling the condition of sub-point (i) above). The Taxe d'abonnement is payable quarterly on the basis of the Net Asset Value of the Sub-Fund at the end of the relevant calendar quarter. The benefit of the 0.01 per cent Taxe d'abonnement is available to Class I on the basis of the Luxembourg legal, regulatory and tax provisions as these are known to the Company at the time of admission of an investor in such Classes of Shares. Such assessment is subject to such changes in the laws and regulations of Luxembourg and to such interpretation on the status of an eligible investor in the Classes of Shares I by any competent Luxembourg authority as will exist from time to time. Any such reclassification made by an authority as to the status of an investor may submit the entire class to a Taxe d'abonnement at the rate of 0.05 per cent p.a. No stamp or other tax will be payable in Luxembourg in connection with the issue of Shares by the Company. Under current law and practice in Luxembourg, no capital gains tax is payable on the realised capital appreciation of the assets of the Company and no tax is payable on the investment income received in respect of the assets. Investment income for dividends and interest received by the Company may however be subject to withholding taxes in the country of origin at varying rates; such withholding taxes are not recoverable. The Shareholders Under current legislation and administrative practice, Shareholders are not normally subject to any capital gains, income, withholding, gift, estate, inheritance or other taxes in Luxembourg except for Shareholders domiciled, resident or having a permanent establishment in Luxembourg. In accordance with the provisions of the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments (the "EUSD") which entered into force on 1 July 2005, withholding tax could apply when a Luxembourg paying agent makes distributions from and redemptions of shares/units in certain funds and where the beneficiary of these proceeds is an individual residing in another EU Member State. Unless this individual specifically requests to be brought within the EUSD exchange of information regime such distributions and redemptions should be subject to withholding at the current rate of 35%. In application of agreements concluded by Luxembourg and some dependent territories of the EU, the same treatment would apply to payments made by a Luxembourg paying agent to an individual residing in any of the following territories: Curaçao, Sint Maarten, as well as Bonaire, Saba and Saint Eustatius (i.e., the former Netherlands Antilles), Aruba, Guernsey, Jersey, the Isle of Man, Montserrat and the British Virgin Islands. The EUSD has been implemented in Luxembourg by a law dated June 21, 2005 (the Luxembourg Savings Law ). All Luxembourg undertakings for collective investment (except SICAV established under Part II of the Luxembourg law dated 17th December, 2010 relating to undertakings for collective investment) fall within the scope of the Luxembourg Savings Law (the Qualifying Funds ). 69
The Company being structured as an umbrella fund, each Sub-Fund of the Company should be treated as a separate Qualifying Fund for the purposes of the Luxembourg Savings Law. Under the EUSD are considered as interest payments (i) interest related to debt claims of every kind, (ii) capitalised or accrued interest, (iii) income deriving from interest payments distributed by a Qualifying Fund, and (iv) income realised upon the sale, refund, or redemption of shares or units in such Qualifying Fund provided that such Qualifying Fund invests directly or indirectly at least 25% of their assets in debt claims. According to the Luxembourg Savings Law, income referred to in (iii) and (iv) above will be considered as interest payments only to the extent they directly or indirectly arise from interest payments as defined under (i) and (ii) (under the condition that an appropriate tracking of the payments could be performed). Furthermore, Luxembourg opted to exclude from the scope of the EUSD any fund investing less than 15% of its assets in debt-claims. Thus, income distributed by such funds or realised upon the sale, refund or redemption of the shares or units of such funds will not be considered as interest payments. In order to determine whether the 15% and/or 25% thresholds could be met, the Investment Policy of each Sub-Fund must be examined. In case of a lack of precision of such Investment Policy description, the actual composition of the assets of each Sub-Fund should then be analysed. Each Sub-Fund of the Company is falling within the scope of the EUSD. Thus, any kind of interest payment, as defined in the EUSD, of the Sub-Funds will be taxed under the EUSD, unless the investor opts for the exchange of information regime. Sub-Funds which do not have any interest payments according to the EUSD will be explicitly indicated in the respective Product Annex. The current Luxembourg government has announced its intention to elect out of the withholding system in favour of automatic exchange of information with effect from 1 January 2015. For investors domiciled in Germany and in respect of paragraph 5 German Investment Tax Act: a) accumulated deemed distribution income will be published on the website www.dbxfunds.com; and b) information on unrealised profit and on dividend distribution will be published in Boersen-Zeitung and after the end of the Company s financial year in Bundesanzeiger. 70
GENERAL INFORMATION ON THE COMPANY AND THE SHARES I. The Shares I.a. Rights attached to the Shares The Shares do not carry any preferential or pre-emptive rights and each Share, irrespective of the Class of Shares or Sub-Fund to which it relates is entitled to one vote at all general meetings of Shareholders. The Shares are issued without par value and must be fully paid for. The Shares in relation to any Sub-Fund, within a given Class of Shares, are freely transferable (provided that the Shares are not transferred to a Prohibited Person). Upon issue, and subject to the Class they belong to, the Shares are entitled to participate equally in the profits and dividends of the Sub-Fund attributable to the relevant Class of Shares in which they have been issued as well as in the liquidation proceeds of such Sub-Fund. If Bearer Shares are issued for any Class of Shares, Global Share Certificates or Individual Bearer Share Certificates will be issued as described under Issue of Shares and Subscription. No fractions of Shares will be issued. The Management Company draws the investors attention to the fact that any investor will only be able to fully exercise his investor rights directly against the Fund, (notably the right to participate in general Shareholders meetings) if the investor is registered himself and in his own name in the Shareholders register of the Fund. In cases where an investor invests in the Fund through an intermediary investing into the Fund in his own name but on behalf of the investor, it may not always be possible for the investor to exercise certain shareholder rights directly against the Fund. Investors are advised to take advice on their rights. I.b. Listing of the Shares Application can be made to list the Shares of each Class of Shares of the Sub-Funds on (i) the Luxembourg Stock Exchange and/or (ii) the Frankfurt Stock Exchange and/or (iii) the Stuttgart Stock Exchange and/or (iv) any other stock exchange as determined by the Board of Directors. If the Board of Directors decides to create additional Sub-Funds or Classes it may in its discretion apply for the Shares of such Sub-Funds to be listed on the Luxembourg Stock Exchange. For so long as the Shares of any Sub-Fund are listed on the Luxembourg Stock Exchange, the Sub-Fund shall comply with the requirements of the Luxembourg Stock Exchange relating to those Shares. For the purposes of compliance with the national laws and regulations concerning the offering and/or listing of the Shares outside Luxembourg this document may have attached to it one or more documents setting out information relevant for the jurisdictions in which the Shares are offered for subscription. I.c. Dividend policy Income and capital gains arising in each Sub-Fund in relation to Shares of Classes R1C, R2C, I1C and I2C will be reinvested in such Sub-Fund. The value of the Shares of each such Class will reflect the capitalisation of income and gains. The Board of Directors currently intends to propose to the annual general meeting of the Company the reinvestment of the net results of the year for all such Classes of Shares of Sub-Fund. However, should payment of a dividend in respect of any such Classes of Shares be considered to be appropriate the Board of Directors will propose to the general meeting of Shareholders that a dividend be declared out of any income attributable to such Class of Shares and available for distribution and/or realised investments. For Classes R1D, R2D, I1D, I2D and E, the Company intends to declare dividends. Such dividends, if any, will be declared on the dates, which will be determined in the relevant Product Annex. Dividends which should have been declared on a day which is not a Luxembourg Banking Day, will be accrued and declared on the next succeeding Luxembourg Banking Day. Dividends will generally be paid within 10 Luxembourg Banking Days of the date of declaration. In the event that a dividend is paid in one or several Sub-Funds, such dividend will be paid to the registered Shareholders by cheque, mailed at their risk to their address as shown on the register of Shareholders or by bank transfer. Dividend cheques not cashed within 5 years will be forfeited and will accrue for the benefit of the Sub-Fund out of which the dividend is payable. All dividends will be calculated and paid in accordance with the requirements of the relevant stock exchange. For holders of Individual Bearer Share Certificates, payment of the dividend in cash will be remitted against tender of the appropriate coupons. II. The Company II.a. Incorporation of the Company The Company is an investment company that has been incorporated under the laws of the Grand- Duchy of Luxembourg as a SICAV on 8 February 2002 for an unlimited period. The minimum capital required by Luxembourg law is euro 1,250,000. The Articles of Incorporation have been deposited with the Luxembourg Trade and Companies Register ( Registre de Commerce et des Sociétés de Luxembourg ) and have been published in the Recueil des Sociétés et Associations of the Grand-Duchy of Luxembourg (the Mémorial ) on 1 March 2002. The Company is registered with the Luxembourg Trade and Companies Register under number B-85.828. 71
The Articles of Incorporation have been lastly amended by an extraordinary shareholders meeting held on 30 November 2010. The minutes of such extraordinary shareholders meeting were published in the Mémorial on 10 December 2010 and 7 February 2011. II.b. Merger of Sub-Funds or Classes of Shares Although it is not the intention of the Company to merge any of the Sub-Funds or Classes of Shares, if the Net Asset Value of a Sub-Fund or Class of Shares falls below the Minimum Net Asset Value or if a change in the economic or political situation relating to the Sub-Fund or Class of Shares concerned would justify such merger, the Board of Directors may decide in its discretion to close down any Sub- Fund or Class of Shares by way of merger into another Sub-Fund or Class of Shares of the Company or into another sub-fund or class of shares of another Luxembourg UCITS. In addition, the Board of Directors may decide such merger if required by the interests of the Shareholders of any of the Sub- Funds or Classes of Shares concerned. Such decision will be published prior to the effective date of the merger and the publication will indicate the reasons for, and the procedures of, the merger operations and will contain information in relation to the new Sub-Fund or new Classes of Shares or new sub-fund or class of shares of another Luxembourg UCITS, as the case may be. Such publication will be made at least one calendar month before the date on which the merger becomes effective in order to enable the Shareholders to request redemption of their Shares, free of a Redemption Charge, before the operation involving contribution into the new Sub-Fund or Class of Shares or new sub-fund or class of shares of another Luxembourg UCITS becomes effective. The merger of a Sub-Fund or Class of Shares with another Sub-Fund or Class of Shares or with another Luxembourg UCITS, in each case for reasons other than those mentioned in the preceding paragraph, may be effected only upon its prior approval by the Shareholders of the Sub-Fund or Class of Shares to be merged, at a duly convened Sub-Fund or Class of Shares meeting of such Shareholders which may be validly held without a quorum and decided by a simple majority of the Shareholders of the relevant Sub-Fund or Class of Shares present or represented. A merger so decided by the Board of Directors and approved by the Shareholders of the affected Sub- Fund or Class of Shares will be binding to the Shareholders of the relevant Sub-Fund or Class of Shares upon at least one month's prior notice given to them, during which period Shareholders may redeem their Shares without any charges. In the case of a merger with a fonds commun de placement, the decision will be binding only on those Shareholders having voted in favour of the merger. II.c. Dissolution and Liquidation of the Company The Company has been established for an unlimited period of time. However, the Company may be dissolved and liquidated at any time by a resolution of an extraordinary general meeting of Shareholders. Such a meeting must be convened if the Net Asset Value of the Company becomes less than two thirds of the minimum required by the Law. In the event of dissolution, the liquidator(s) appointed by the Shareholders of the Company will realise the assets of the Company in the best interests of the Shareholders, and the Administrative Agent, upon instruction given by the liquidator(s), will distribute the net proceeds of liquidation (after deducting all liquidation expenses) among the Shareholders of each Class of Shares in proportion to their respective rights. As provided for by Luxembourg law, at the close of liquidation, the proceeds of liquidation corresponding to Shares not surrendered for repayment will be kept in safe custody at the Caisse de Consignation. If not claimed, they shall be forfeited after 30 years. If an event requiring liquidation arises, issue, redemption, exchange or conversion of the Shares are void. II.d. Termination of Sub-Funds The Board of Directors may redeem all (but not some) of the outstanding Shares of the Sub-Fund or Class of Shares in the following circumstances: if, for any reason, the value of the total net assets of any individual Sub-Fund or Class, declines below, or fails to reach, at any time, the Minimum Net Asset Value; if the Board of Directors deems it appropriate because of changes in the economical or political situation affecting the relevant Sub-Fund or Class; and if the Board of Directors deems it appropriate because it is in the best interest of the relevant Shareholders, which may include but is not limited to any of the following: in the case of a material decrease of the Net Asset Value of the relevant Sub-Fund or Class to the extent that there is no reasonable recovery forecast; in the case of (i) a change of tax, law or regulatory provisions or (ii) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), that has a impact on the performance or the attractiveness for investment of the relevant Sub-Fund or Class; if Deutsche Bank AG, any of DB Affiliates, the Company, the Management Company or any Shareholder is exposed, for any reason, to a reputational risk in respect of the continuation of the Sub-Fund or Class, such as, but not limited to, a reputational risk in 72
respect of using a particular service provider associated with such Sub-Fund or Class, to the extent that there is no reasonably satisfactory alternate to such service provider; if an entity providing services in relation to a Sub-Fund or Class or its Underlying Asset: (i) fails to perform its duties in a satisfactory manner; (ii) is subject to criminal or regulatory sanctions or is subject to a criminal or regulatory investigation which could lead to criminal or regulatory sanctions; (iii) loses any licence of authorisation necessary to perform its services in relation to such Sub-Fund or Class or Underlying Asset; or (iv) notifies the termination of the relevant agreement, to the extent that there is no reasonably satisfactory alternate to such service provider; the counterparty of swap agreements or options or other derivative instruments used in order to meet the Investment Objective and Policy of the Sub-Fund or Class is unable to, or it is impractical for such counterparty, after using commercially reasonable efforts, to acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction or asset which such counterparty reasonably deems necessary or appropriate to hedge the risk relating to the relevant derivative instrument and there is no reasonably satisfactory alternate to such counterparty ; if the counterparty of swap agreements or options or other derivative instruments used in order to meet the Investment Objective and Policy of the Sub-Fund or Class notifies the termination of the relevant agreement or in the occurrence of an early termination event (as defined in the relevant Product Annex) in relation to such derivative instrument and there is no reasonably satisfactory alternate to such derivative instrument; or in any circumstances listed under paragraph Change of Underlying Asset of Chapter Investment Objectives and Policies. The above list is indicative only and cannot be understood as being exhaustive or limiting the ability of the Board of Directors to redeem the outstanding Shares of the Sub-Fund or Class in any other circumstances as the Board of Directors considers appropriate in the best interest of Shareholders. The Shares shall be redeemed at a Net Asset Value per Share reflecting the anticipated realisation and liquidation costs of closing the relevant Sub-Fund or Class but without application of any redemption charge. The Company shall serve a notice to the Shareholders of the relevant Class of Shares or Sub-Fund in writing and/or by way of publication in newspapers in accordance with the Articles of Incorporation prior to the effective date for the compulsory redemption, which will indicate the reasons for, and the procedure of, the redemption operations. In addition, the general meeting of Shareholders of a Sub-Fund or of a (sub)-class of Shares issued in any Sub-Fund may, upon proposal from the Board of Directors, resolve to close a Sub-Fund or a Class of Shares by way of liquidation or to redeem all the Shares relating to the relevant Sub-Fund or Class of Shares issued in a Sub-Fund and refund to the Shareholders a Net Asset Value per Share reflecting the anticipated realisation and liquidation costs of closing the relevant Sub-Fund or Class but without application of any redemption charge. There shall be no quorum requirements for such general meeting of Shareholders which shall decide by resolution taken by simple majority of those present or represented. For Sub-Funds for which no Maturity Date has been designated, the Board of Directors may in accordance with the provisions of the Articles of Incorporation in its discretion decide to close such a Sub-Fund and redeem all the Shares relating to such Sub-Fund and refund to the Shareholders a Net Asset Value per Share reflecting the anticipated realisation and liquidation costs of closing the relevant Sub-Fund or Class but without application of any redemption charge. The Shareholders of the relevant Sub-Fund will be notified of the decision of the Board of Directors or the resolution of the general meeting of Shareholders in that Sub-Fund to redeem all the Shares by the publication of a notice in the Mémorial as well as, if necessary and required by the laws of the respective country, in the official publications specified for the respective countries in which the shares are sold. All redeemed Shares shall be cancelled and will become null and void. Upon compulsory redemptions, the relevant Sub-Fund or Class of Shares will be closed. Liquidation or Redemption Proceeds which may not be distributed to the relevant Shareholders upon termination will be deposited on or around the closure date of the relevant Sub-Fund with the Caisse de Consignation on behalf of the persons entitled thereto. If not claimed, they shall be forfeited after 30 years. II.e. General Meetings The annual general meeting of Shareholders of the Company is held at the registered office of the Company and will be held at 11:00 a.m. on the 16 th April of each year (or if such day is not a Luxembourg Banking Day, on the preceding Luxembourg Banking Day). Shareholders of any Class of Shares or Sub-Fund may hold, at any time, general meetings to decide on any matters which relate exclusively to such Sub-Fund or to such Class of Shares. 73
Notices of all general meetings will be sent by mail to all registered Shareholders at their registered address at least 8 calendar days prior to the meeting. Such notice will indicate the time and place of the meeting, the conditions of admission thereto, will contain the agenda and refer to the requirements of Luxembourg law with regard to the necessary quorum and majorities at the meeting. To the extent required by law, further notices will be published in the Mémorial, in a Luxembourg newspaper and/or such other newspapers as the Board of Directors may determine. II.f. Annual, Semi-Annual and Quarterly Reports Audited Annual Reports, containing the audited consolidated financial reports of the Company and the Sub-Funds expressed in euro in respect of the preceding financial period, will be sent to the registered Shareholders and made available at the registered office of the Company, of the Registrar and Transfer Agent and of the Distributor and/or the Sub-Distributors and shall be available at least 8 days before the Annual General Meeting. In addition, Semi-annual Reports will also be made available at such registered office within two months after 31 st July. The Company's financial year ends on 31 January. The first accounting year begins on the date of incorporation and terminates on 31 January 2003. In addition Quarterly Reports will be made available if so provided in the relevant Product Annex. The first report will be an unaudited Semi-annual Report for the period ending 31 July 2002, and the first audited Annual Report will be for the period ending 31 January 2003. The Company may make available to Shareholders and potential investors an abridged version of the financial reports referred to above, which shall not contain the detailed list of shareholdings held by each of the Sub-Funds. Such abridged annual reports and abridged semi-annual reports will contain the offer to provide to those persons upon request and free of charge a copy of the complete version of such documents. II.g. Documents Available for Inspection Copies of the following documents may be inspected free of charge during usual business hours on any Luxembourg Banking Day at the registered office of the Company, 69, route d Esch, L-1470 Luxembourg, Grand-Duchy of Luxembourg: (i) (ii) (iii) (iv) (v) (vi) (vii) the Articles of Incorporation; the Management Company Agreement; the Custodian Agreement; the Investment Fund Service Agreement; the Registrar and Transfer Agency Agreement; the Distribution Agreement; and the financial reports of the Company. The Articles of Incorporation may be delivered to investors at their request. 74
MANAGEMENT AND ADMINISTRATION OF THE COMPANY The Board of Directors According to the Articles of Incorporation, the Board of Directors is vested with the broadest powers to perform all acts of administration and disposition in the Company's interests. All powers not expressly reserved by law to the general meeting of Shareholders fall within the competence of the Board of Directors. The Board of Directors of the Company hereinafter is responsible for the overall investment policy, objective, management and control of the Company and for its administration. The Board of Directors will in particular be responsible for the day-to-day discretionary management of the various Sub-Funds unless otherwise indicated in the relevant Product Annex. There are no existing or proposed service contracts between any of the Directors and the Company. None of the Directors has received any remuneration or other direct or indirect benefit material to him. Werner Burg (German): Mr Burg is a senior executive at Deutsche Bank Luxembourg S.A. and holds the title of director. He joined Deutsche Bank in 1989 and is currently in charge of the treasury and global markets group at Deutsche Bank Luxembourg S.A. During his career at Deutsche Bank group he was also employed at Deutsche Bank New York where Mr Burg was involved in the area of foreign exchange trading. Previously, Mr Burg was involved in the money-market business at Deutsche Bank Luxembourg S.A. Mr. Burg has been working in the banking sector for over 20 years and has a broad range of financial markets experience in Luxembourg and elsewhere with a focus on market risk management. Klaus-Michael Vogel (German): Mr Vogel is senior executive at Deutsche Bank Luxembourg S.A. and is a member of the Management Committee of Deutsche Bank Luxembourg S.A. He joined Deutsche Bank in 1986, where he was First Vice President and member of the bank's Asset Liability Management Committee. Mr Vogel is now responsible for Treasury, Trading and Credit at Deutsche Bank Luxembourg S.A. Prior to joining Deutsche Bank he was Vice President of Chase Bank AG Frankfurt where he held the role of Head of Cash Management, Electronic Banking and Clearing Services. Simultaneously he worked as institutional relationship manager at Chase Manhattan Bank New York. Mr Vogel has over 24 years experience in banking and was admitted to the Munich bar in 1977. Freddy Brausch (Luxembourgish): Mr Brausch is a member of the Luxembourg Bar. He is a partner of Linklaters LLP, one of the constituent firms of Linklaters. Mr Brausch specialises in banking and securities laws, with a focus on investment funds. Mr Brausch is a member of several legal and regulatory committees of the Luxembourg Investment Funds Association (ALFI). He is a member of the European Fund and Asset Management Association (EFAMA) EU Directive Committee. Mr Brausch is a member of NICSA's International Committee. The Management Company The Management Company has been appointed to act as the management company to the Company under the Management Company Agreement and will be responsible for providing investment management services, administration services and distribution and marketing services to the various Sub-Funds unless otherwise indicated in the relevant Product Annex. The Management Company has been established as a Luxembourg Société de Gestion on 8 February 2002 in accordance with the Law. The articles of incorporation of the Management Company have been lodged with the Luxembourg Trade and Companies Register and have been published in the Mémorial on 2 March 2002. The Management Company is registered with the Luxembourg Trade and Companies Register under number B-85.829. The Management Company has been converted on 1 July 2011 into a management company under Chapter 15 of the Law. Its articles of incorporation have been amended by an extraordinary shareholders meeting held on 1 December 2004, on 9 June 2006, 2 October 2007, 2 April 2008, 19 December 2008 and 26 February 2010. The minutes of such extraordinary shareholders meeting were respectively published in the Mémorial on 14 December 2004, on 28 June 2006, on 3 December 2007, 16 May 2008, 3 February 2009 and 12 March 2010. The Management Company provides investment management services to the following undertakings: DB Platinum, a société d'investissement à capital variable under Part I of the Law; DB Platinum II, a société d'investissement à capital variable under Part II of the Law; DB Platinum III, a société d'investissement à capital variable under Part I of the Law; DB Platinum IV, a société d'investissement à capital variable under Part I of the Law; DB Platinum V, a fonds commun de placement under Part I of the Law; Oona Solutions, a fonds commun de placement under Part II of the Law ; Palladium Trust, an open-ended umbrella trust incorporated under the laws of the Cayman Islands; Palladium Japan Trust, an open-ended umbrella trust incorporated under the laws of the Cayman Islands; db x-trackers, a société d'investissement à capital variable under Part I of the Law; and 75
db x-trackers II, a société d investissement à capital variable under Part I of the Law. The Management Company is a subsidiary of Deutsche Bank Overseas Holdings Limited. Deutsche Bank Overseas Holdings Limited is part of the Deutsche Bank Group and a subsidiary of Deutsche Bank Aktiengesellschaft ( Deutsche Bank AG ). The Management Company Agreement contains provisions indemnifying the Management Company against any liability other than due to its bad faith, fraud, negligence or wilful default. With the approval of the Company, the Management Company may delegate, under its own supervision and responsibility and at its own expense, any or all of its advisory duties to advisers previously approved by the Company and by the regulatory authorities. Certain Transitional Arrangements In order to provide more efficient management services to the Company, the Management Company has, with the approval of the Board of Directors of the Company, adopted the following decisions which it believes to be in the best interests of the Company in relation to the advisory services of which it avails itself: The Investment Advisory Agreement dated 8 th September 2005 with the Deutsche Bank AG, acting through its London branch as Investment Adviser has been terminated and will be phased out in relation to each Sub-Fund as of the date indicated in each case the relevant Product Annex; The Investment Advisory Agreement dated 13 th April 2004 with the DWS as Investment Adviser will remain in place; An Investment Management Agreement with State Street Global Advisors Limited was entered into as of 17 th November 2006. State Street Global Advisors Limited will act in such capacity in relation to each Sub-Fund other than those sub-funds where DWS acts as Investment Adviser as from the dates disclosed in each case in the relevant Product Annex; and These arrangements will come into effect in relation to each Sub-Fund as from the dates specified in the relevant Product Annex. The Management Company Agreement entered into between the Company and the Management Company is for an undetermined duration and may be terminated at any time by either party upon 90 days' prior notice or unilaterally with immediate effect by the Company, in the case of negligence, wilful default, fraud or bad faith on the part of the Management Company or if the interests of Shareholders so require. The Investment Advisory Agreement entered into between the Management Company and the Investment Adviser is for an undetermined duration and may be terminated at any time by either party upon 90 days' prior notice or unilaterally with immediate effect by the Management Company, in the case of negligence, wilful default, fraud or bad faith on the part of the Investment Adviser. The Investment Management Agreement entered into between the Management Company and State Street Global Advisors Limited is for an undetermined duration and may be terminated at any time by either party upon 180 days' prior notice or unilaterally with immediate effect by the Management Company, in the case of negligence, wilful default, fraud or bad faith on the part of State Street Global Advisors Limited. The Custodian The Custodian has been appointed to act as the custodian of the Company s assets by the Board of Directors pursuant to the Custodian Agreement, which may be amended by mutual consent of the parties. The Custodian has been appointed for an undetermined duration. Cash and other assets constituting the assets of the Company shall be held by, or to the order of, the Custodian on behalf of and for the exclusive interest of the Shareholders of the Company. The Custodian may, pursuant to the Custodian Agreement, entrust the safekeeping of securities to other banks, to financial institutions or to securities clearing houses such as Clearstream Banking and/or Euroclear for the purpose of providing local custody of assets. This will, however, not affect the Custodian s liability. The Custodian further carries out the instructions of the Board of Directors and settles any transaction relating to purchase or disposal of the Company's assets. The Custodian must ensure that: the sale, issue, redemption, switch and cancellation of Shares are carried out in accordance with the law and the Articles of Incorporation; in transactions involving the assets of the Company, the consideration is remitted to it within the usual time limits; and the income of the Company is applied in accordance with the Articles of Incorporation. The Custodian shall, in compliance with Luxembourg law and pursuant to the Custodian Agreement, be liable to the Company and the Shareholders for any loss suffered by them as a result of its wrongful failure to perform its obligations or its wrongful or improper performance thereof. Under the Custodian Agreement, the Custodian or the Company may at any time, subject to advance notice of at least ninety days' from one party to the other, terminate the Custodian's duties, it being understood that the Company is under a duty to appoint a new custodian who shall assume the functions and 76
responsibilities defined by the Law. In case of termination by the Custodian, the Company is required to use its best endeavours to appoint a new custodian which will assume the responsibilities and functions of the Custodian as set forth herein. The Custodian may not be removed by the Company unless a new custodian is appointed within two months and the duties of the Custodian shall continue after its removal for such period as may be necessary to allow the transfer of all assets of the Company to the succeeding custodian. The Custodian Agreement contains provisions indemnifying the Custodian against any liability other than due to its negligence, bad faith, fraud or wilful default. The Custodian is RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.), a société anonyme under the laws of Luxembourg, incorporated in Luxembourg on 30 March 1994 (under the name First European Transfer Agent) for an unlimited duration. The registered office of the Custodian is located at 14, Porte de France, L-4360 Esch-sur-Alzette, Grand-Duchy of Luxembourg. It is licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993 on the financial services sector and specialises in custody, fund administration and related services. Its equity capital as at 31 December 2011 amounted to approximately EUR 758,839,030.-. RBC Investor Services Bank S.A. is wholly owned by RBC Investor Services Limited, a company incorporated under the laws of England and Wales which is controlled by Royal Bank of Canada. Subject to the provisions of article 36 of the Law, the Custodian shall use reasonable care in the exercise of its functions. Any legal disputes arising among or between the Shareholders, the Company and the Custodian shall be subject to the jurisdiction of the competent court in Luxembourg, provided that the Company may submit itself to the competent courts of such countries where required by regulations for the registration of Shares for offer and sale to the public with respect to matters relating to subscription and redemption, or other claims related to their holding by residents in such country or which have evidently been solicited from such country. Claims of Shareholders against the Company or the Custodian shall lapse 5 years after the date of the event giving rise to such claims (except that claims by Shareholders on the proceeds of liquidation to which they are entitled shall lapse only 30 years after these shall have been deposited at the Caisse de Consignation in Luxembourg). The Administrative Agent, Paying Agent, Domiciliary Agent and Listing Agent The Administrative Agent has been appointed as the Company's administrative agent, paying agent, domiciliary agent and listing agent pursuant to the Investment Fund Service Agreement. In such capacity the Administrative Agent furnishes certain administrative and clerical services delegated to it, including the calculation of the Net Asset Values. It further assists in the preparation of, and filing with the competent authorities of, financial reports. The Administrative Agent shall also be responsible for ensuring compliance by the Company as a whole with the restrictions which apply to the Company as a whole. The Administrative Agent may subject to receiving the prior written consent of the Company delegate under its full responsibility and control part or all of its functions to another Luxembourg entity in which case the Prospectus shall be updated. The Administrative Agent is appointed for an undetermined duration. The Administrative Agent or the Company may each terminate the Investment Fund Service Agreement on giving ninety days' prior notice. The Investment Fund Service Agreement contains provisions indemnifying the Administrative Agent against any liability other than due to its negligence, bad faith, fraud or wilful misconduct. The Administrative Agent is RBC Investor Services Bank S.A. (formerly known as RBC Dexia Investor Services Bank S.A.), a société anonyme under the laws of Luxembourg, incorporated in Luxembourg on 30 March 1994 (under the name First European Transfer Agent) for an unlimited duration. The registered office of the Administrative Agent is located at 14, Porte de France, L-4360 Esch-sur- Alzette, Grand-Duchy of Luxembourg. Its equity capital as at 31 December 2011 amounted to approximately EUR 758,839,030.-. The Registrar and Transfer Agent Pursuant to the Registrar and Transfer Agency Agreement, the Company has appointed RBC Investor Services Bank S.A. in Luxembourg as its Registrar and Transfer Agent to administer the issue, conversion and redemption of Shares, the maintenance of records and other related administrative functions. Effective 2 nd January 2006, the Registrar and Transfer Agent changed its name from FETA (First European Transfer Agent) to RBC Dexia Investor Services Bank S.A.. Effective 27th July 2012, the Registrar and Transfer Agent changed its name from RBC Dexia Investor Services Bank S.A. to its current name RBC Investor Services Bank S.A.. The Registrar and Transfer Agent is entrusted moreover by the Company with the duty to: deliver to investors, if requested, the certificates representing Shares or written confirmations issued against payment of the corresponding asset value; and 77
receive and to carry out redemption and conversion requests complying with the Articles of Incorporation and to cancel certificates or written confirmations issued in lieu of certificates in respect of Shares redeemed or converted. The Auditor of the Company Ernst & Young S.A. 7, rue Gabriel Lippmann Parc d Activité Syrdall 2 L-5365 Münsbach Grand-Duchy of Luxembourg The Legal Adviser of the Company as to Luxembourg Law Linklaters LLP 35, avenue John F. Kennedy L-1855 Luxembourg Grand-Duchy of Luxembourg Deutsche Bank AG and Deutsche Bank AG, London Branch Deutsche Bank AG, London Branch is the London branch of Deutsche Bank Aktiengesellschaft. The information contained in this Prospectus regarding Deutsche Bank Aktiengesellschaft and the Deutsche Bank Group has been reproduced from information supplied by the Swap Counterparty. However the Company does not assume any responsibility for accuracy or completeness of the information so reproduced. The audited annual financial statements and unaudited interim quarterly financial statements of Deutsche Bank Aktiengesellschaft and the Deutsche Bank Group will be delivered after they are published to and will be obtainable from the Management Company pursuant to this Prospectus. Deutsche Bank Aktiengesellschaft Deutsche Bank Aktiengesellschaft ("Deutsche Bank", "Deutsche Bank AG" or the "Bank") originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg, Rheinisch-Westfälische Bank Aktiengesellschaft, Duesseldorf and Süddeutsche Bank Aktiengesellschaft, Munich; pursuant to the Law on the Regional Scope of Credit Institutions, these had been disincorporated in 1952 from Deutsche Bank which was founded in 1870. The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on 2 May 1957. Deutsche Bank is a banking institution and a stock corporation incorporated under the laws of Germany under registration number HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective regions. Deutsche Bank is the parent company of a group consisting of banks, capital market companies, fund management companies, a real-estate finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies. The objects of Deutsche Bank, as laid down in its Articles of Association, include the transaction of all kinds of banking business, the provision of financial and other services and the promotion of international economic relations. The Bank may realise these objectives itself or through subsidiaries and affiliated companies. To the extent permitted by law, the Bank is entitled to transact all business and to take all steps which appear likely to promote the objectives of the Bank, in particular: to acquire and dispose of real estate, to establish branches at home and abroad, to acquire, administer and dispose of participations in other enterprises, and to conclude enterprise agreements. Deutsche Bank AG, London Branch Deutsche Bank AG, London Branch is the London branch of Deutsche Bank AG. On 12 January 1973, Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993, Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established a branch (Registration No. BR000005) in England and Wales. Its office is currently located at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG, London Branch is an authorised person for the purposes of section 19 of the Financial Services and Markets Act 2000. In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions. Further information regarding Deutsche Bank can be obtained from the website http://www.db.com/ir/index_e.htm. No websites that are cited or referred to in this Prospectus shall be deemed to form part of, or to be incorporated by reference into, this Prospectus. Certain considerations for retail Shareholders purchasing Shares through the Distributor Additional information for retail Shareholders only purchasing Shares through Deutsche Bank AG, acting through its London branch. 78
Where retail Shareholders have purchased Shares through the Distributor, retail Shareholders may be entitled to certain rights arising out of their relationship with the Distributor as set out below. These rights arise solely as a result of purchasing Shares through the Distributor and not as a result of being an retail Shareholder in the Company. These rights may be subject to change in the future. Where retail Shareholders have purchased Shares through a sub-distributor, financial intermediary or agent (i.e. not Deutsche Bank AG, London branch) please contact the relevant sub-distributor, financial intermediary or agent for further information on any potential rights arising out of the relationship with the sub-distributor, financial intermediary or agent. Complaints Complaints concerning the service provided by the Distributor may be sent to: dbx.funds@db.com or to the following postal address: Deutsche Bank AG, acting through its London branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB. If the matter is not resolved at the conclusion of the Distributor's complaints process, retail Shareholders may be entitled to ask the UK Financial Ombudsman Service to consider their complaint. Details of how to contact the Financial Ombudsman Service and further information, including the eligibility criteria for invoking the Financial Ombudsman's services, can be found at http://www.financial-ombudsman.org.uk/default.htm. Financial Services Compensation Scheme in relation to the Distributor (and not in relation to the Company) Where a retail Shareholder has a claim against the Distributor in respect of the service provided by the Distributor and the Distributor cannot meet its liabilities, a retail Shareholder will not have a right to compensation from the UK Financial Services Compensation Scheme in relation to the Distributor nor under any equivalent scheme in Germany. Right to cancel or withdraw If you are a natural person (acting for purposes outside your trade, business or profession) and you received advice in person from an investment adviser to invest in a Sub-Fund and subsequently invested in a Sub-Fund you might have a right to change your mind and cancel your subscription. Please contact your investment adviser for details of any such rights. Otherwise, retail Shareholders should note that there is no right to cancel or withdraw once an application to subscribe or purchase Shares has been submitted. UK retail Shareholders rights in relation to the Company Please note that your position in relation to the Company (rather than in relation to the Distributor) is set out in the UK Annex. 79
PRODUCT ANNEX 1: DB PLATINUM IV DYNAMIC BOND PORTFOLIO The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Dynamic Bond Portfolio Index (the Index as described below under General Description of the Underlying Asset ). In order to achieve the Investment Objective the Sub-Fund will invest in low-yielding Yen-denominated transferable securities with investment grade or equivalent, issued by (i) financial institutions or corporates and/or (ii) sovereign states that are OECD Member States and/or (iii) supranational organisations/entities. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Index is intended to reflect the performance of certain Euro iboxx indices and certain Deutsche Bank AG fixed income indices ( DBIQ ) which represent sovereign, sub-sovereign, corporate, collateralised bonds and sovereign emerging market indices. Please see General Description of the Underlying Asset for more information on the Index. For Class R1D Shares, it is the intention of the Board of Directors to declare dividends in June 2004 and annually in June thereafter until the Maturity Date. It is the intention of the Board of Directors to declare dividends that reflect the level of the 5 year euro German government bond rate plus a spread of up to 0.5% as determined at the Launch Date. For the avoidance of doubt, the Board of Directors has the discretionary power to decide on the actual declaration and the level of any dividends. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. 80
The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Dynamic Bond Portfolio sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Authorised Payment Currency 1 Index Business Day Product Business Day Investment Adviser/Investment Manager Euro, USD and Singapore Dollar. Means a day (other than a Saturday or Sunday) (i) on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, New York and Tokyo; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Frankfurt am Main and Tokyo; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 18 December 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 18 December 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 81
Form of Shares German Security Identification Number (WKN) Description of the Shares "R1C" Classes "R1D" Registered Shares or Bearer Shares represented by a Global Share Certificate 541613 541614 ISIN Code LU0141745918 LU0141746643 Management 1 0.85% annually 0.85% annually Company Fee Fixed Fee 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Minimum Initial Subscription Amount Minimum Net Asset Value 1 Share 1 Share EUR 25,000,000 EUR 25,000,000 Upfront Subscription Sales Charge during the Up to 3.00% Up to 3.00% Offering Period 2 Upfront Subscription Sales Charge after the Up to 3.00% Up to 3.00% Offering Period 3 Contingent Deferred 4 N/A N/A Sales Charge Conversion Charge 5 Up to 1% Distribution Fee 6 N/A N/A 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price. 3 The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 4 The Contingent Deferred Sales Charge can never drop below zero. 5 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 6 The Distribution Fee, a percentage of the Net Assets of the Shares of Class R2C, will be paid quarterly by the Sub-Fund. 82
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Description of the Index The Index is intended to reflect the total return performance of certain Euro iboxx indices and Deutsche Bank fixed income indices which represent sovereign, sub-sovereign, corporate, collateralised bonds and sovereign emerging market indices, selected from a selection pool by Deutsche Bank AG, Private Banking Global Investment Strategy Committee or any successor thereto (the Index Selection Agent ). The selection pool may be reconstituted by the Index Selection Agent with the express prior consent of the Index Sponsor annually 7, subject to certain selection pool composition requirements such as: - generally, the long-term debt credit rating of the bonds constituting each index in the selection pool ( Selection Pool Constituents ) must have an investment grade rating. However, the composite rating of the DBIQ collection of total return fixed income indices must have a long-term debt credit rating equal to or greater than (i) BB- in the case of Standard & Poor's, or (ii) Ba3 in the case of Moody's, or (iii) BB- in the case of Fitch (and, where more than one such rating is available, the lowest such rating); and - the selection pool shall contain a minimum of 4 and a maximum of 20 Selection Pool Constituents. Each index that forms part of the selection pool will be assigned on the occasion of the annual reconstitution a grade, a maximum and a minimum weight and a maximum quarterly fluctuation and will be categorised according to index type by the Index Selection Agent. The Index itself may be reconstituted 8 by the Index Selection Agent with the express prior consent of the Index Sponsor quarterly, subject to certain index composition objectives, such as: - the indices to be included in the Index (the Selected Indices ) must each contain at least 1 bond, provided that there shall be a minimum of 20 bonds across the Index as a whole; - the Index shall contain a minimum of 4 and a maximum of 10 Selected Indices; - the Index shall contain a maximum of 1 Selected Index consisting of bonds issued by sovereigns that are not in the Eurozone; - the composite rating of the Index on each quarterly reconstituting date shall be a minimum of BBB-, based on the long-term debt credit rating of Standard & Poor's; - in the case of corporate Selected Indices, the weight of individual bond issues within such indices shall not exceed 5% of the market value of the Index; and - in the case of sovereign Selected Indices, the weight of individual bond issues within such indices shall not exceed 30% of the market value of the Index. The Index Selection Agent shall, at the time of its introduction into the Index, assign a weight to each Selected Index; this is a percentage that represents the market value that an investment in such Selected Index represents as a proportion of the market value of an investment in the Index. Such weight must comply 9 with the minimum and maximum weightings and the quarterly maximum fluctuations that had already been determined for that Selected Index at the time of its introduction into the selection pool. The aggregate of the weight of Selected Indices of the same type is also subject to a minimum and a maximum. All Selected Indices shall either be denominated in euro or be euro-hedged such that the Index shall always represent an amount in euro and be expressed in euro. The Index will be calculated by the Index Sponsor or any duly appointed successor according to a pre-determined methodology which will be applied on a consistent basis as described in the Index description on a day (other than a Saturday or Sunday) (i) on which the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the 7 The Index Selection Agent may however reconstitute the selection pool quarterly in case a Selection Pool Constituent ceases to fulfil the composition requirements or in case iboxx introduces new indices. 8 On the occasion of such reconstitution, a fixed reconstitution charge and bid-offer costs will be applied. 9 Subject to certain exceptions. 83
Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 84
PRODUCT ANNEX 2: DB PLATINUM IV DYNAMIC ALTERNATIVE PORTFOLIO The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub- Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank Dynamic Alternative Portfolio Index TM (the Index as described below under General Description of the Underlying Asset ) 1. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with investment grade or equivalent issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment is an investment grade rating by a recognised rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent long-term credit ratings. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. When Shareholders obtain the redemption of part or all of their Shares, the OTC swap transaction(s) will be partly unwound. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The value of the Sub-Fund s Shares is linked to the Index, the performance of which may rise or fall. This is achieved via total return swaps on the Index. Investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee or capital protection, and that consequently they may not recover their initial investment. The Sub- Fund will have to make a payment to the Swap Counterparty in the event that the Index decreases in value, such payment being equivalent to the negative performance of the Index. This payment will be made from the proceeds and, as the case may be, the partial or total disposal of the transferable securities the Sub-Fund has invested in. The Hedging Asset and any derivative techniques used to link the Hedging Asset to the Underlying Asset and any fees and expenses, will be valued on each Valuation Day (as defined below) in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the main part of the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used 1 The trademark Deutsche Bank Dynamic Alternative Portfolio Index is registered with the Deutsches Patent- und Markenamt. 85
for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. For Shares of Classes R1D and R2D, it is the intention of the Board of Directors to declare dividends annually. Starting with the financial year ending 31 January 2013, it is the intention of the Board of Directors to declare dividends annually in April. For the avoidance of doubt, the Board of Directors has the discretionary power to decide on the actual declaration and the level of any dividends. Up until but excluding 1 November 2009 and subject to the conditions provided for in the Prospectus, Shareholders are entitled to convert Shares within Classes R1C and R1D to Shares within Classes R1D and R1C respectively and within Classes R2C and R2D to Shares within Classes R2D and R2C respectively. From and including 1 November 2009, the general provisions set out in the core part of the Prospectus under the section Conversion of Shares will apply. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Dynamic Alternative Portfolio sub-fund is suitable for experienced investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". Specific Risk Factors These specific risk factors should be read in conjunction with the Chapter Risk Factors, in particular the section Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the main part of the Prospectus. Sub-Fund performance in relation to general stock market trends Given the nature of the Index, the Sub-Fund is not directly linked to the general movement of stock markets, as measured by traditional stock indices, but is rather linked to the performance of alternative asset indices. As a result, the Sub-Fund might register a negative performance because of adverse performance by the selected alternative assets even though the stock markets registered a positive or even a strong positive performance. Investors should therefore not judge the performance of the Sub-Fund in the light of stock markets performance. Absence of guarantee and capital protection Investors should note that the Sub-Fund is not capital protected or guaranteed and that the capital invested is not protected or guaranteed and investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. 86
General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Settlement Period Valuation Day Index Business Day Product Business Day Investment Adviser/Investment Manager Euro 100 per Share. The Offering Period started on 1 April 2004. The final date of the Offering Period was 19 May 2004, or such earlier or later date as the Board of Directors may determine. Means the fifth Product Business Day following the final date of the Offering Period. The settlement period for subscribing directly or via the Distributor or a Sub- Distributor to the Shares and for payments or settlement to be effected by the Administrative Agent is 5 Business Days following the relevant Transaction Day. Where the Sub-Fund or the Classes are liquidated, the Administrative Agent shall issue instructions for payment or settlement to be effected no later than 10 Luxembourg Banking Days following the date at which the Sub-Fund or the Class is liquidated. Means the third Luxembourg Banking Day following a Business Day on which the Net Asset Value per Share for a given Class of Shares or Sub- Fund is calculated based upon the prices of such Business Day provided the prices of such Business Day are available on the third Luxembourg Banking Day. If such prices were not available on such third Luxembourg Banking Day, the Valuation Day will be the next following Luxembourg Banking Day on which the prices of such Business Day were available. In respect of subscriptions for, conversions from and redemptions of Shares, Valuation Day shall mean the third Luxembourg Banking Day following the first Business Day to occur on or after the relevant Transaction Day on which the Net Asset Value per Share for a given Class of Shares or Sub- Fund is calculated, based upon the prices of that first Business Day provided the prices of such first Business Day are available on the third Luxembourg Banking Day. If such prices were not available on such third Luxembourg Banking Day, the Valuation Day will be the next following Luxembourg Banking Day on which the prices of such first Business Day were available. Means a day (other than a Saturday or Sunday) (i) on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, New York and Tokyo; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Tokyo and Frankfurt am Main; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 18 December 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 18 December 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 87
Description of the Shares Classes R1C R1D R2C R2D Form of Shares German Security Identification Number (WKN) Registered Shares or Bearer Shares represented by a Global Share Certificate A0B9V6 A0B9V7 A0B9V8 A0B9V9 ISIN Code LU0189063414 LU0189063760 LU0189063844 LU0189063927 Management 2 1.50% annually 1.50% annually 1.70% annually 1.70% annually Company Fee Fixed Fee Minimum Initial Subscription Amount Upfront Subscription Sales Charge during the Offering Period 3 Upfront Subscription Sales Charge after the Offering Period 4 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 1 Share 1 Share 1 Share 1 Share Up to 4.00% Up to 4.00% N/A N/A Up to 5.00% Up to 4.00% N/A N/A Conversion 5 Up to 1.00% Charge General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Description of the Index The Deutsche Bank Dynamic Alternative Portfolio Index (the Index ) is intended to reflect the total return performance of certain Deutsche Bank, iboxx, and other third party indices including (a) Deutsche Bank and third party hedge fund indices (each a Hedge Fund Index and together the Hedge Fund Indices ) (b) Deutsche Bank and third party managed and systematic futures and Commodities Trading Advisor deposit (CTA deposit) indices (each a Futures Index and together the Futures Indices ); (c) commodity indices (each, a Commodity Index and together the Commodity Indices ) (d) foreign exchange indices (each a Foreign Exchange Index and together the Foreign Exchange Indices ) and (e) iboxx and Deutsche Bank sovereign bond indices (each, a Sovereign Debt Index, and together the Sovereign Debt Indices ). All selected 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price. 4 The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 5 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 88
indices shall either be denominated in euro or be euro hedged or quoted in euro. Accordingly the Index shall always represent an amount in euro and be expressed in euro. The Index Sponsor is Deutsche Bank AG, acting through its London branch. At any time the Index may therefore reflect the performance of a variety of alternative asset classes, including hedge funds, futures, CTA deposits, commodities and currencies. As summarised below under Selection Pool Reconstitution and Index Reconstitution, the indices comprising the Index are selected from time to time by Deutsche Bank AG, Private Client Asset Management Research Group (PAM) or any successor thereto in its capacity as index selection agent (the Index Selection Agent ), out of a selection pool (the Selection Pool ) which is itself reconstituted periodically by the Index Selection Agent. The Index Sponsor and the Index Selection Agent will each make the determinations for which they are responsible in their sole and absolute determination by reference to such factors as they deem appropriate and will be final, conclusive and binding in the absence of manifest error. Subject to the index selection mechanism summarised below, it is expected that the following indices will comprise the Index: A. Hedge Fund Indices The Hedge Fund Indices are divided into the following index types: (a) Highly Liquid Hedge Fund Indices (the Highly Liquid Hedge Fund Indices ): The Highly Liquid Hedge Fund Indices will reflect the performance of hedge funds that are regarded by the Index Sponsor as being highly liquid. The Highly Liquid Hedge Fund Indices are composed of funds attempting to exploit general market trends or specific tactical situations. These funds are not market neutral, but rather are looking for anomalous prices using systematic or fundamental processes. They tend to have higher directional and systematic market exposure. Equity Hedge Equity Hedge funds take long and short stock positions. The manager may attempt to profit from alpha generation on both long and short stock positions independently, or profit from the relative outperformance of long positions against short positions. The stock picking and portfolio construction process is usually based on bottom-up fundamental stock analysis, but may also include top-down macro-based views, market trends, and sentiment factors. Equity Hedge managers specialize by region (e.g., global, U.S., Europe, or Japan) or by sector. Systematic Macro Systematic Macro funds take long and short positions in liquid financial futures such as currencies, interest rates, stock market indices, and commodities. Systematic Macro programs typically base their investment decisions on strict quantitative methods, notably, trendfollowing models. Macro Macro funds take long and short positions in currencies, bonds, equities, and commodities. The manager tries to exploit perceived divergences between and within these various asset classes. The investment decisions are based on a manager s top-down or macro views of the world, economy, government policy, interest rates, inflation, market dynamics, and sentiment. The manager may also base investment decisions on relative valuations of financial instruments within or between asset classes. (b) Liquid Hedge Fund Indices (the Liquid Hedge Fund Indices ): The Liquid Hedge Fund Indices will reflect the performance of hedge funds that are regarded by the Index Sponsor as being liquid but not sufficiently liquid to be regarded as highly liquid. (i) Relative Value Arbitrage, Credit and Convertible Arbitrage indices These are composed of funds attempting to exploit pricing differences among securities with similar risk characteristics, generally by taking long positions in the under-priced security and short positions in the relatively over-priced security. Typically, these strategies employ leverage to accentuate relatively small differences in price movements. These funds tend to have low systematic market exposure. Relative Value Arbitrage Relative Value Arbitrage funds exploit the relative values of fixed income instruments. The manager takes positions in government bonds and investment-grade corporate bonds, government agency securities and swap contracts, and futures and options on fixed income instruments. The manager generally constructs the portfolio on a market neutral basis and often constrains it to be duration neutral within a given country (often developed countries). A distinct sub-speciality within Relative Value Arbitrage is U.S. Mortgage Arbitrage, where the manager takes positions in mortgage-backed securities such as residential pass-through securities and derivatives, and commercial mortgage securities. The manager attempts to neutralise the impact of interest rate changes and prepayment behaviour of borrowers by 89
combining long and short positions in mortgage securities with different characteristics and other hedging positions such as shorts in U.S. Treasuries and interest rate options and swaps. Credit and Convertible Arbitrage Broadly speaking, this is comprised of hedge funds pursuing credit strategies and hedge funds pursuing convertible strategies. Sub-strategies include: credit, high yield, fixed income arbitrage, convertible arbitrage, convertible and convertible multi-strategy. Hedge funds following credit strategies make investments in a range of fixed income securities, which may include corporate fixed income securities, bank debt, government debt, convertible securities and related equity securities. These hedge funds typically employ fundamental credit analysis to evaluate the likelihood of an improvement in the issuer's creditworthiness. Certain hedge funds following this strategy will take a distressed approach, focused primarily on corporate credit instruments of companies trading at significant discounts to their par value and may become actively involved with the management of these companies. Other hedge funds employ arbitrage strategies designed to isolate attractive opportunities in corporate fixed income securities while limiting broad credit market exposure. Hedge funds following convertible strategies typically aim to profit from understanding and exploiting a spread between related instruments in which one or multiple components of the spread is a convertible bond. These hedge funds employ an investment process designed to isolate attractive opportunities between the price of a convertible bond and a related security, typically an equity security of the same issuer. Convertible arbitrage positions have various market sensitivities such as credit quality, volatility, interest rates and equity valuations, which may be mitigated by a fund through hedging strategies. Other hedge funds following this strategy may also take outright long or short positions in convertible bonds or other securities and may adopt a multi-strategy approach. Convertible bonds range from investment-grade credits to busted convertibles, and a fund may concentrate on one or more of the high-delta, middle-delta, and low-delta convertible strategies. Convertible Arbitrage funds attempt to exploit the mispricing in convertible securities. As the mispricing in convertible securities is typically small, this strategy will usually employ leverage. Event-Driven and Distressed Securities Indices These are composed of funds attempting to exploit mispricings of securities as they pertain to specific events, which are typically security specific (as opposed to macro-economic trends). Generally, funds in this category are looking for significant changes in outlook for firms that are in financial distress, are merger candidates, or have mispriced securities. Event Driven The Event Driven strategy involves taking positions in companies that are either currently or likely to be engaged in corporate transactions, including corporate mergers, corporate restructurings or undergoing some form of corporate event. An Event Driven fund will exploit corporate merger situations by buying shares in the target company while selling an appropriate quantity of shares in the acquirer. In a completed deal they will typically have an equal and opposite position in the acquirer, and will have earned a spread in the meantime. Factors that affect returns include the extent of the spread that can be earned through this transaction, the likelihood of a deal coming to fruition (it may break for regulatory, financial, or company-specific reasons), and the likely date of completion of the deal. Event Driven funds will also attempt to exploit companies undergoing some form of corporate restructuring or undergoing financial distress. In addition, they may also invest in undervalued obligations including bank debt, high-yield bonds, trade claims, and equity securities created by discrete and often extraordinary events. Niche event strategies include Capital Structure Arbitrage (which includes investing long and short in different parts of the capital structure of the same firm) or other relative-value trades, such as trading between ADRs and local shares or voting versus non-voting shares, as well as strategies involving trading a holding company versus positions in its listed subsidiaries (a "stub" trade). It also includes Closed End Fund Arbitrage, which involves the puchase and hedging of closed-end funds that may be trading at a significant difference from their net asset values. Distressed Distressed security funds generally invest in securities of financially troubled companies (companies involved in bankruptcies, exchange offers, workouts, financial reorganisations, and other special credit event-related situations). These managers may identify distressed securities in general or focus on one particular segment of the market (e.g., senior secured debt). Investments may be accumulated with a view to an exit via the secondary market, or with the expectation that the company will be re-capitalised, restructured, or liquidated, where the fund manager may either seek to be actively or passively involved in the process. Highyield funds price more easily and have more long/short activity; thus they have reasonable transparency. Bankruptcies, which are not necessarily correlated with other events in the 90
market, form a major portion of this strategy class. Long-Only funds seek capital gains by holding long-term stakes in bankrupt or financially distressed (or stressed) firms, while Long/Short funds take positions either within the capital structure of a firm or long and short positions in the debt of different companies, seeking to both add value and hedge out some market/systematic risk. Managers may receive equity after the restructuring of a distressed company. B. Commodity Indices The only Commodity Index is presently the Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index. The Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index is intended to reflect the performance of six commodities (Crude Oil, Heating Oil, Aluminium, Gold, Wheat and Corn) (the DBLC (MR) Euro Index ), the weight of which are adjusted regularly applying a mean reversion methodology. The DBLC (MR) Euro Index is composed of notional amounts of each of the commodities. Further information in respect of the DBLC (MR) Euro Index can be found in the Product Annex relating to DB Platinum IV Sovereign Plus. The sponsor of the Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index is Deutsche Bank AG, acting through its London Branch. C. Foreign Exchange Indices The only Foreign Exchange Index is presently the Deutsche Bank Balanced Currency Harvest (EUR-Funded) Index, which is intended to reflect the performance of a set of currencies selected within the G10 countries and certain countries without the G10 plus the performance of a money market component minus a margin. The Deutsche Bank Balanced Currency Harvest (EUR-Funded) Index is recomposed on a quarterly basis and offers notional exposure to foreign currency rates by taking (i) notional long positions in the currencies of the 2 G10 countries and of the 3 remaining countries (including both G10 currencies and other eligible currencies) having the highest 3-month deposit rates; and (ii) notional short positions in the currencies of the 2 G10 countries and of the 3 remaining countries (including both G10 currencies and other eligible currencies) having the lowest 3-month deposit rates. No Sovereign Debt Indices or Futures Indices have been included in the Index since the Launch Date. As of any date, the indices comprising the Index and their respective weights, will be as set out on the DBIQ website at http://index.db.com (under Traded Index Products/Dynamic/DAPI). The indices comprising the Index and their respective weight are subject to the selection mechanism set out below. The actual indices comprising the Index, their categorisations and weights may therefore differ substantially over time. Selection Pool Reconstitution The Selection Pool out of which the Hedge Fund Indices, the Futures Indices, the Commodity Indices, the Foreign Exchange Indices and the Sovereign Debt Indices that form the Index are selected (each selected index, a Selected Index and together the Selected Indices ), may be reconstituted annually by the Index Selection Agent with the express prior consent of the Index Sponsor, subject, in relation to certain of the asset classes, to certain selection pool composition requirements. In relation to the Hedge Fund Indices, these include the following: - no Hedge Fund Index may provide a leveraged return on the performance of its underlying hedge funds, although the underlying hedge funds themselves may have leveraged positions ; - each Hedge Fund Index must comprise a sufficient number of underlying constituents for it to be recognized by the Index Sponsor as a representative index for the relevant industry or style; - each Hedge Fund Index must be investable (that is, the performance of the index must be capable of being replicated by direct or indirect investment in the underlying constituents) and there must be independent verification of positions in the underlying assets of the constituents performed by a fund administrator on a regular basis; - the rules governing the construction and maintenance of each Hedge Fund Index must be transparent and available publicly; and - each Hedge Fund Index must be sponsored by a reputable index provider, as determined by the Index Sponsor. In relation to Sovereign Debt Indices, these include the following: - if a Sovereign Debt Index is a Euro iboxx Total Return Index, such index must contain only underlying bonds with a rating that is Investment Grade; and - if a Sovereign Debt Index is a DBIQ Index, such index must have a composite long-tem debt rating which is Investment Grade, 91
where Investment Grade means a long-term debt credit rating (and where an asset has more than one such rating, the lowest of such ratings) equal to or greater than (i) BBB- in the case of Standard & Poor's, or (ii) Baa3 in the case of Moody's, or (iii) BBB- in the case of Fitch. The Index Selection Agent may however reconstitute the Selection Pool monthly if one or more Selected Indices cease to fulfill any applicable composition requirements and/or where iboxx, Deutsche Bank Index Quant ( DBIQ ) or Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") introduce new indices satisfying various requirements. In the former circumstances the grades assigned to each index in the Selection Pool (see below) will be of relevance, as the replacement indices must have at least the same grades as the replaced ones. The Selection Pool shall contain a minimum of 6 and a maximum of 30 indices and breaches of this rule will be remedied by the Index Selection Agent with the express consent of the Index Sponsor. Each index that forms part of the Selection Pool will be assigned a grade, a maximum and a minimum weight and a maximum monthly weight fluctuation and will be categorized according to index type by the Index Sponsor. Such designations may be updated from time to time. The Index Selection Agent may not replace or add more than 6 indices in the Selection Pool upon any reconstitution except following the introduction of new indices by iboxx, DBIQ or S&P. Index Reconstitution The Index itself may be reconstituted monthly by the Index Selection Agent with the express prior consent of the Index Sponsor. If the Index Selection Agent determines to reconstitute the Index, it shall select new indices to be included in the Index in its discretion from the Selection Pool, subject to such consent and to certain index composition objectives, such as: - on each reconstituting date, each Selected Index shall contain a minimum of one index underlying ( Index Underlying ), provided that: (i) there shall be a minimum of 20 Index Underlyings in aggregate in respect of all Selected Indices, (ii) in the case of Selected Indices that are Hedge Fund Indices, the individual market value of each constituent in any such Hedge Fund Index shall not exceed 15% as a proportion of the market value of the Index; and (iii) in the case of Selected Indices that are Sovereign Debt Indices, the individual market value of each Index Underlying in any such Sovereign Debt Index shall not exceed 30% as a proportion of the market value of the Index. - the Index shall contain a minimum of 5 and a maximum of 15 Selected Indices subject to procedures following the Trigger Dates described below and events contemplated under Adjustment Mechanics below; - the Index should have a relatively low correlation to the performance of the global equity market (for example, as represented by the MSCI World Index), as determined by the Index Selection Agent; - the Index constituents should be well diversified across asset classes and strategies, which should be selected such that the correlation of performance between them should be relatively limited, in each case as determined by the Index Selection Agent; and - the Index should target a volatility (based on the annualized standard deviation of monthly returns) of less than 7.5%. Market disruption and force majeure events, as determined by the Index Sponsor in its sole and absolute determination, which affect the Index, any Selected Index and/or a hedging position in respect of either or an underlying asset, entitle the Index Sponsor to either (i) make determinations and/or adjustments to the terms of the Index so that it can determine the Index Closing Value, and/or (ii) deter publication of information relating to the Index, and/or (iii) postpone the reconstituting date. The Index Selection Agent shall, at the time of its introduction into the Index, assign a weight to each Selected Index. This is a percentage that represents the market value that an investment in such Selected Index represents as a proportion of the market value of investments in the Index. Such weight must comply in general (subject to certain exceptions as listed in the description of the Index) with the minimum and maximum weights applicable to that index and, in certain circumstances, with the maximum monthly weight fluctuation applicable to that index, in each case that have been determined at the time of its inclusion into the Selection Pool (and as updated if applicable) as described above. Minimum and maximum aggregate weight constraints exist for Selected Indices of the same type. The minimum aggregate weight constraints are 0% for all index types. The maximum aggregate weight constraints are 100% for Sovereign Debt Indices, 60% for Hedge Fund Indices and 30% for each of Commodity Indices, Futures Indices and Foreign Exchange Indices. If the closing level of the Index on any monthly reconstituting date is below 75% of its initial level (a First Trigger Date ), then on and from such date to but excluding the monthly reconstituting date on which the closing level of the Index recovers to 100% of its initial level the maximum aggregate weight for Hedge Fund Indices will be reduced, as soon as reasonably practicable by the Index Selection Agent, in consultation with the Index Sponsor, to 30% and the minimum aggregate weight for Sovereign Debt Indices will be increased to 30%. In any event, the Index shall be in compliance 92
with such requirements on or before the third monthly reconstituting date following a First Trigger Date (for which purpose any applicable maximum monthly fluctuations shall not apply). If the closing level of the Index on any monthly reconstituting date is below 50% of its initial level (a Second Trigger Date ), then on and from such date to but excluding the monthly reconstituting date on which the closing level of the index recovers to 75% of its initial level the maximum aggregate weight for Hedge Fund Indices will be reduced, as soon as reasonably practicable by the Index Selection Agent, in consultation with the Index Sponsor, to 0% and the minimum aggregate weight for Sovereign Debt Indices will be increased to 60%. In any event, the Index shall be in compliance with such requirements on or before the third monthly reconstituting date following a Second Trigger Date (for which purpose any applicable maximum monthly fluctuations shall not apply). For the avoidance of doubt, in case of any subsequent drops and/or recoveries of the closing level of the Index, the same mechanism will apply and so that there may be multiple First Trigger Dates and Second Trigger Dates. Index Calculation The Index will be calculated by the Index Sponsor or any duly appointed successor according to a pre-determined methodology which will be applied on a consistent basis as described in the Index description on an Index Business Day. Broadly the calculation is to take the previous Index Business Day s level and multiply it by the weighted change in each Selected Index less the fixed annual cost. Index Costs A fixed annual cost of 0.35% p.a. reverting to the Index Sponsor will accrue daily and will apply based on the overall level of the Index on such day, and in addition upon each reconstitution bidoffer costs based on weight increases of Selected Indices will apply (that could range from 0% to 0.50%) on each reconstituting date. The application of such costs will have the effect of reducing the level of the Index on the relevant date. Adjustment Mechanics The Index Sponsor has the power to make various adjustments to the Index, including its Index Closing Value, following various tax events, replacements of Selected Indices or the cessation of their publication, or if the index sponsors of the Selected Indices make various mistakes in relation to these indices, or change the methodology by which they are calculated. Disclaimers The Sub-Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Sub-Fund or any member of the public regarding the advisability of investing in securities generally or in the Sub-Fund particularly or the ability of the S&P Indices to track the market performance of hedge funds and/or managed futures trading programs. S&P's only relationship to the Index Sponsor is the licensing of certain trademarks and trade names of S&P and of the S&P Indices, which are determined, composed and calculated by S&P without regard to the Index Sponsor or the Sub-Fund. S&P has no obligation to take the needs of the Index Sponsor or investors in the Sub-Fund into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Sub-Fund to be issued or in the determination or calculation of the equation by which the Sub-Fund is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Sub-Fund. S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE INDEX SPONSOR, INVESTORS IN THE SUB-FUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. 93
Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com 94
PRODUCT ANNEX 3: DB PLATINUM IV SOVEREIGN PLUS The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank Sovereign Plus Index TM (the Index as described below under General Description of the Underlying Asset ) 1. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with investment grade or equivalent issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. 1 The trademark Deutsche Bank Sovereign Plus Index is registered with the Deutsches Patent- und Markenamt. 95
Profile of the Typical Investor An investment in the DB Platinum IV Sovereign Plus sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Authorised Payment Currency 1 Launch Date Offering Period Index Business Day Product Business Day Investment Adviser/Investmen t Manager Euro 100 per Share. USD, SGD Means the third Product Business Day following the final date of the Offering Period. The Offering Period will start on 3 November 2003. The final date of the Offering Period will be 28 November 2003 or such earlier or later date as the Board of Directors may determine. Means a day (other than a Saturday or Sunday) (i) on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Tokyo and Frankfurt am Main; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 20 August 2007. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 20 August 2007 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 96
Description of the Shares Classes R1C R1C-A Form of Shares German Identification Number (WKN) Registered Shares or Bearer Shares represented by a Global Share Certificate 814194 A0HMZ9 ISIN Code LU0173942318 LU0232963909 Management Company 1 1.20% annually Up to 2.50% annually Fee Fixed Fee 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Distribution Fee 2 N/A N/A Minimum Initial Subscription Amount 1 Share 1 Share Upfront Subscription Sales Charge during Up to 3.00% Up to 5.00% the Offering Period 3 Upfront Subscription Sales Charge after the Up to 3.00% Up to 5.00% Offering Period 4 Conversion Charge 5 Up to 1.00% 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Distribution Fee, a percentage of the Net Assets of the Shares of Class R2C, will be paid quarterly by the Sub-Fund. 3 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price. 4 The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 5 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 97
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Description of the Index The Deutsche Bank Sovereign Plus Index TM (the Index ) is intended to reflect the total return performance of two indices (the Index Constituents ) as further described below. The Index Constituents are: - The Deutsche Bank Euro Sovereign Elite Index TM (the Fixed Income Index ). - The Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index TM (the Commodity Index ). The Index Constituents may be reweighted on a regular basis as further described below (see Index Reweighting below). An index closing value for the Index will be calculated and published by the Index Sponsor on each Index Business Day. The Index is expressed in euro. Index Constituents (a) The Fixed Income Index: The Fixed Income Index is intended to reflect the total return performance of sovereign bonds issued by AAA rated eurozone issuers with a minimum maturity of one year. The bonds must, inter alia, be denominated in euro or euro legacy currency, pay a fixed rate coupon and have a minimum issue size of euro 2 billion. The Fixed Income Index is expressed in euro and will be calculated daily by the Index Sponsor. Its index level reflects the prices of its constituents minus an annual running cost of 0.175% (which can be increased up to a maximum of 0.25%) and which will be deducted on a daily basis. The Fixed Income Index is reconstituted on a monthly basis by selecting any bonds complying with the selection criteria as summarised above from a selection pool. The selection pool is the DBIQ Global Sovereign Index, one of the Deutsche Bank Index Quantitative family of fixed income indices as published on the following web site http://index.db.com. As of July 2003, 118 different bonds are included in the Fixed Income Index. Further information in respect of the Fixed Income Index can be found in the Product Annex relating to DB Platinum IV Euro Sovereign Elite. (b) The Commodity Index: The Commodity Index is intended to reflect the performance of six commodities (Crude Oil, Heating Oil, Aluminium, Gold, Wheat and Corn) which at or about the Launch Date represent some of the most liquid commodities. The Commodity Index is composed of notional amounts of each of the commodities. The total return of the Commodity Index is calculated on the basis of closing prices for certain exchange traded instruments relating to the relevant commodity, applying such prices to the relevant notional amount and on the basis of the US T-bill rate (reflecting the return on cash deposited when trading commodities). The Commodity Index includes provisions that provide for the replacement of exchange traded instruments as they approach maturity. During a recomposition period, this replacement takes place over a period in order to lessen the impact on the market of such commodity replacement. Recomposition occurs monthly in the case of exchange traded instruments relating to Crude Oil and Heating Oil and yearly in the case of exchange traded instruments relating to commodities other than Crude Oil and Heating Oil, in each case during a recomposition period. The Commodity Index is re-weighted based on a mean reversion methodology, where the weight of each commodity is increased/decreased based on its short term average price relative to its long term average price. The Commodity Index is expressed in euro and calculated daily by Deutsche Bank AG, acting through its London branch using the daily closing level and a currency amount. The currency amount is calculated by reference to movements in currency exchange rates between the USD (the currency that the commodity returns are expressed in) and the euro. The currency amount targets to protect returns from any USD versus euro exchange rate fluctuations by locking in the foreign exchange rate monthly on a one-month forward looking basis. 98
Index Reweighting The weight of the Commodity Index and the Fixed Income Index in the Index is adjusted as described below, provided that a 15 Index Business Day period has lapsed since the last reweighting and there must be a weight difference of at least 1.5% between theoretical suggested weights and actual weights on the immediately preceding Index Business Day. The minimum Fixed Income Index weight is 70% and the maximum Commodity Index weight is 30% upon such reweighting. The weights are adjusted depending on the relative difference in the one year performances of the Fixed Income Index and the Commodity Index. If such relative performance is increasing or decreasing in comparison to such relative performance measured at the end of the previous calendar year, the weight of the better performing Index Constituent is increased by a fixed percentage of the increase in the relative performance. This percentage can be changed on an annual basis by the Index Sponsor provided that it will always be between 25% and 150%. Index Calculation The Index is deemed to have been established on 4 January 1999 (the Index Commencement Date ) with an index closing value of 100 euro, a Commodity Index weight of 0% and a Fixed Income Index weight of 100% as of that date. The Index has been calculated back to the Index Commencement Date. Other than during a reweighting period, the daily closing level of the Index on an Index Business Day equals the sum of the products of (a) the weight for each Index Constituent and (b) the index closing level of such Index Constituent on the relevant Index Business Day. At each Index Reweighting, a rebalancing cost will be applied. This cost will reduce the level of the Index as of that reweighting day. At each Index Reweighting the rebalancing cost is calculated by multiplying the rebalancing cost percentage and the absolute value of the increase/decrease in the commodity index weight, expressed as a percentage. (The change in the commodity weight is equal and opposite to the change in the fixed income weight). The rebalancing cost percentage will be determined by the Index Sponsor, but will always be equal to or between 0.20% and 0.70%. The Index deducts a running cost (a hedging cost) that will be determined by the Index Sponsor, but will always be equal to or between 0.30% and 1.00% per annum in respect of the proportion of the Index that relates to the Commodity Index. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 99
PRODUCT ANNEX 4: DB PLATINUM IV DYNAMIC BOND PLUS The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank Dynamic Bond Plus Index TM (the Index as described below under General Description of the Underlying Asset ) 1. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with investment grade or equivalent issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. For Shares of Class R1D, it is the intention of the Board of Directors to declare dividends in June 2005 and annually in June 2 thereafter. For the avoidance of doubt, the Board of Directors has the discretionary power to decide on the actual declaration and the level of any dividends. 1 The trademark Deutsche Bank Dynamic Bond Plus Index is registered with the Deutsches Patent- und Markenamt. 100
Up until but excluding 1 November 2009 and subject to the conditions provided for in the Prospectus, Shareholders are entitled to convert Shares within Classes R1C and R1D to Shares within Classes R1D and R1C respectively. From and including 1 November 2009, the general provisions set out in the core part of the Prospectus under the section Conversion of Shares will apply. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Dynamic Bond Plus sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Launch Date Offering Period Index Business Day Product Business Day Investment Adviser/Investment Manager Euro 100 per Share. Means the third Product Business Day following the final date of the Offering Period. The Offering Period will start on 3 November 2003. The final date of the Offering Period will be 9 January 2004 or such earlier or later date as the Board of Directors may determine. Means a day (other than a Saturday or Sunday) (i) on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Frankfurt am Main and Tokyo; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 18 December 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 18 December 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 2 Starting with the financial year ended 31 January 2007, it is the intention of the Board of Directors to declare dividends annually in April. 101
Description of the Shares Classes R1C R1C-A R1D Form of Shares German Identification Number (WKN) Registered Shares or Bearer Shares represented by a Global Share Certificate 121412 A0HM0A 121413 ISIN Code LU0175704047 LU0232964204 LU0175704807 Management 1 1.00% annually Up to 2.50% annually 1.00% annually Company Fee Minimum Initial Subscription Amount 1 Share 1 Share 1 Share Fixed Fee Upfront Subscription Sales Charge during the Offering Period 2 Upfront Subscription Sales Charge after the Offering Period 3 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Up to 3.00% Up to 5.00% Up to 3.00% Up to 3.00% Up to 5.00% Up to 3.00% Conversion 4 Up to 1.00% Charge 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price. 3 The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 102
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Description of the Index The Deutsche Bank Dynamic Bond Plus Index (the Index ) is intended to reflect the total return performance of certain Euro iboxx indices, customised iboxx indices and Deutsche Bank indices including (a) sovereign, sub-sovereign, corporate, sovereign emerging market, collateralized structured finance security, distressed debt and capital security indices (each, a Debt Security Index, and together the Debt Security Indices ); (b) commodity indices (each, a Commodity Index and together the Commodity Indices ); and (c) foreign exchange indices (each a Foreign Exchange Index and together the Foreign Exchange Indices ). The Debt Security Indices may also include a maximum of two third party distressed debt indices and/or capital security indices. The Commodity Indices will initially include the Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index which is intended to reflect the performance of six commodities (Crude Oil, Heating Oil, Aluminium, Gold, Wheat and Corn) (the DBLC (MR) Euro Index ). The DBLC (MR) Euro Index is composed of notional amounts of each of the commodities. Further information in respect of the DBLC (MR) Euro Index can be found in the Product Annex relating to DB Platinum IV Sovereign Plus. The Foreign Exchange Indices will initially include the DBIQ Forward Bias FX Index (the FX Index ) which is intended to reflect the total return performance of major currencies being EUR, USD, GBP, CHF, DKK, SEK, NOK, JPY, AUD and NZD. These 11 currencies constitute the selection pool from which the index constituents are selected on a monthly basis. The selection criteria include the average yields of the relevant currencies and their risk profile, as determined using a proprietary Deutsche Bank risk model. The FX Index at all times represents a total of 6 currencies that will be equally weighted. The FX Index will reflect the relative performance of 3 of the selected currencies versus 3 other selected currencies. As summarised below, the indices comprising the Index are selected from time to time by Deutsche Bank AG, Private Banking Global Investment Committee or any successor thereto in its capacity as index selection agent (the Index Selection Agent ), out of a selection pool (the Selection Pool ) which is itself reconstituted periodically by the Index Selection Agent. The Index will therefore reflect the performance of a wide variety of asset classes, including sovereign, corporate and emerging market bonds, structured finance securities (comprising assetbacked securities and portfolio credit-linked notes) distressed (defaulted) debt, capital securities, commodities and currencies. Selection Pool Reconstitution The Selection Pool out of which the Debt Security Indices, the Commodity Indices and the Foreign Exchange Indices that form the Index are selected (each selected index, a Selected Index and together the Selected Indices ), may be reconstituted annually 1 by the Index Selection Agent with the express prior consent of the Index Sponsor, subject to certain selection pool composition requirements relating to Debt Security Indices (other than distressed debt and bank capital indices), such as: - all securities constituting such Debt Security Indices which are Euro iboxx indices or customised Euro iboxx indices must be investment grade (that have a long-term debt credit rating which is at least (i) BBB- in the case of Standard & Poor s, or (ii) Baa3 in the case of Moody s, or (iii) BBB- in the case of Fitch (and where more than one such rating is available, the lowest such rating)); and - the composite long-term debt credit rating of such Debt Security Indices which are Deutsche Bank indices must be equal to or greater than (i) BB- in the case of Standard & Poor's, or (ii) Ba3 in the case of Moody's, or (iii) BB- in the case of Fitch (and, where more than one such rating is available, the lowest such rating). The Selection Pool shall contain a minimum of 6 and a maximum of 30 indices. 1 The Index Selection Agent may however reconstitute the Selection Pool quarterly if a Selected Index ceases to fulfil any applicable composition requirements and the Index Sponsor may replace indices comprised in the Index in circumstances where iboxx introduces new indices. 103
Each index that forms part of the selection pool will be assigned a grade 2, a maximum and a minimum weight and a maximum quarterly weight fluctuation and will be categorised according to index type by the Index Selection Agent. Such designations may be updated from time to time. The Index Selection Agent may not replace or add more than 6 indices in the Selection Pool upon any reconstitution. Index Reconstitution The Index itself may be reconstituted 3 quarterly by the Index Selection Agent with the express prior consent of the Index Sponsor. If the Index Selection Agent determines to reconstitute the Index, it shall select new indices to be included in the Index in its discretion from the Selection Pool, subject to such consent and to certain index composition objectives, such as: - each Selected Index must contain at least 1 underlying bond or commodity or currency (together Index Underlyings ), provided that there shall be a minimum of 20 Index Underlyings across the Index as a whole; - the Index shall contain a minimum of 6 and a maximum of 15 Selected Indices; - the Index shall contain a maximum of 2 Selected Indices consisting of Index Underlyings issued by investment grade sovereigns that are not in the Eurozone; - the composite rating of the Selected Indices other than any distressed debt, bank capital, commodity and foreign exchange indices shall, on each quarterly reconstituting date, be a minimum of BBB-, determined on the basis of long-term debt credit ratings of Standard & Poor's; - in the case of corporate Debt Security Indices, the weight of any individual bond within any such Debt Security Index shall not exceed 5% of the market value of the Index; - in the case of sovereign Debt Security Indices, the weight of any individual bond within any such Debt Security Index shall not exceed 30% of the market value of the Index. The Index Selection Agent shall, at the time of its introduction into the Index, assign a weight to each Selected Index. This is a percentage that represents the market value that an investment in such Selected Index represents as a proportion of the market value of an investment in the Index. Such weight must comply 4 with the minimum and maximum weights applicable to that index and, in certain circumstances, with the maximum quarterly weight fluctuation applicable to that index, in each case that have been determined at the time of its inclusion into the Selection Pool (and as updated if applicable) as described above. Aggregate minimum and maximum weight constraints exist for Selected Indices of the same type. The minimum aggregate weight constraints are 0% for all index types except AAA Eurozone investment grade sovereign indices (20%). The maximum aggregate weight constraints are 100% for AAA Eurozone investment grade sovereign indices, 80% for all other investment grade sovereign indices, 30% for collateralized bond indices and asset backed securities indices, 50% for investment grade corporate indices, 25% for sub-investment grade indices, 35% for commodity indices and 10% for distressed debt, foreign exchange and bank capital indices. All Selected Indices will represent an amount in euro and be expressed in euro and all Debt Security Indices shall either be denominated in euro or be euro-hedged. Index Calculation The Index will be calculated by the Index Sponsor or any duly appointed successor according to a pre-determined methodology which will be applied on a consistent basis as described in the Index description on an Index Business Day. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. 2 The grades will be of relevance in case of a quarterly reconstitution, as described in footnote 6, as replacement indices must have at least the same grades as the replaced ones. 3 On each quarterly reconstitution date (notwithstanding that no reconstitution occurs), a fixed cost of 0.10% will apply based on the overall level of the Index, and in addition upon each reconstitution bid-offer costs based on weight increases of Selected Indices will apply (currently ranging from 0.30% to 1.5%). The application of such costs will have the effect of reducing the level of the Index on the relevant date. 4 Subject to certain exceptions. 104
A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 105
PRODUCT ANNEX 5: DB PLATINUM IV DYNAMIC BOND STABILITÄT PLUS The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Index, which is the Deutsche Bank Dynamic Stability Index (which shall be renamed Deutsche Bank Dynamic Stability Plus Index on or about 18 January 2010) (the Index as described below under General Description of the Underlying Asset ) 1. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with an investment grade (or equivalent) issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. 1 The trademark Deutsche Bank Dynamic Stability Plus Index is registered with the Deutsches Patent- und Markenamt. 106
For Shares of Class R1D, it is the intention of the Board of Directors to declare dividends starting on the last Business Day in June 2005 and annually in June 1 thereafter. For the avoidance of doubt, the Board of Directors has the discretionary power to decide on the actual declaration and the level of any dividends. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Dynamic Bond Stabilität Plus is suitable for investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period Launch Date Index Business Day Product Business Day Investment Adviser/Investment Manager Euro 100 per Share. Euro 25,000,000. The Offering Period will start on 13 December 2004. The final date of the Offering Period will be 10 January 2005 or such earlier or later date as the Board of Directors may determine. Means the third Product Business Day following the final date of the Offering Period. Means a day (other than a Saturday or Sunday) (i) on which the Trans- European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Frankfurt am Main and Tokyo; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 18 December 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 18 December 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 1 Starting with the financial year ended 31 January 2007, it is the intention of the Board of Directors to declare dividends annually in April. 107
Form of Shares German Identification Number (WKN) Description of the Shares Classes R1C R1C-A R1D Registered Shares or Bearer Shares represented by a Global Share Certificate A0DNEA A0HM0C A0DND9 ISIN Code LU0206065848 LU0232964386 LU0206066069 Management 1 1.25% annually Up to 2.50% annually 1.25% annually Company Fee Fixed Fee Minimum Initial Subscription Amount Minimum Initial Subscription Amount Upfront Subscription Sales Charge during the Offering Period 2 Upfront Subscription Sales Charge after the Offering Period 3 0.0083% per month (0.10% annually) 0.0083% per month (0.10% annually) 0.0083% per month (0.10% annually) 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Up to 3% Up to 5% Up to 3% Up to 3% Up to 5% Up to 3% Conversion 4 Up to 1.00% Charge 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price. 3 The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 108
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Capitalised terms not defined herein shall have the same meaning as in the Index Description. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. The Index is intended to reflect the performance, minus the Index Rebalancing Cost, of the two indices (the Index Constituents ) as further described below. The Index Constituents are: - the Deutsche Bank Global Inflation Linked Sovereign Index (EUR) (the Fixed Income Index ). - the Deutsche Bank Liquid Commodity (Mean Reversion) Euro Index (the Commodity Index ). The descriptions of the Fixed Income Index and the Commodity Index are summarised below (see Index Constituents ). The Index Constituents may be reweighted on a regular basis as further described below (see Index Reweighting below). An index closing value for the Index is scheduled to be calculated and published by the Index Sponsor on each Index Business Day. The Index is expressed in euro. Index Constituents (a) The Fixed Income Index: The Fixed Income Index is intended to reflect the total return performance of liquid inflation-linked sovereign debt issued by OECD sovereign issuers (currently Australia, Canada, Italy, France, Germany, Japan, Sweden, the United Kingdom and the United States of America) with a minimum maturity of one year. The bonds must, inter alia, be denominated in OECD currencies, pay a fixed rate coupon adjusted for inflation, have a minimum issue size of euro 2 billion for eurozone, GBP 2 billion for UK, USD 2 billion for the US, SEK 10 billion for Sweden, CAD 2 billion for Canada, AUD 1 billion for Australia, or JPY 250 billion for Japan, have a total issue life of at least 12 months and not have been privately issued. The Fixed Income Index is hedged in euro, which means that to the extent possible any currency risk of non-euro bonds will be hedged; the Fixed Income Index is calculated approximately daily by Deutsche Bank AG, acting through its London branch. The Fixed Income Index is reconstituted on a monthly basis by selecting any inflation linked bonds complying with the selection criteria as set out above. The Fixed Income Index is an index of the Deutsche Bank Index Quantitative family of fixed income indices. As of January 2010, 89 different bonds are included in the Fixed Income Index. The index level of the Fixed Income Index reflects the prices of its constituents minus an amount expressed as a percentage deducted on a daily basis, determined from time to time on a discretionary basis by the Index Sponsor provided that such percentage must be equal to or between 0.30% and 0.50% per annum (currently 0.35% p.a.). Further information in respect of the Fixed Income Index can be found on the following website http://index.db.com or any successor thereto. (b) The Commodity Index: The Commodity Index is intended to reflect the performance of six commodities (Crude Oil, Heating Oil, Aluminium, Gold, Wheat and Corn). The Commodity Index is composed of notional amounts of each of the commodities. The total return of the Commodity Index is calculated on the basis of closing prices for certain exchange traded instruments relating to the relevant commodity, applying such prices to the relevant notional amount and on the basis of the US T-bill rate (reflecting the return on cash deposited when trading commodities). The Commodity Index includes provisions that provide for the replacement of exchange traded instruments as they approach maturity. During a Recomposition Period, this replacement takes place over a period in order to lessen the impact on the market of such commodity replacement. Recomposition occurs monthly in the case of exchange traded instruments relating to Crude Oil and Heating Oil and yearly in the case of exchange traded instruments relating to commodities other than Crude Oil and Heating Oil, in each case during a Recomposition Period. The Commodity Index is re-weighted based on a mean reversion methodology, where the weight of each commodity is increased/decreased based on its short term average price relative to its long term average price. 109
The Commodity Index is expressed in euro and calculated daily by Deutsche Bank AG, acting through its London branch using the daily closing level and a currency amount. The currency amount is calculated by reference to movements in currency exchange rates between the USD (the currency that the commodity returns are expressed in) and the euro. The currency amount seeks to protect returns from any USD versus euro exchange rate fluctuations by locking in the foreign exchange rate monthly on a one-month forward looking basis. The index level of the Commodity Index reflects the prices of its constituents minus an amount expressed as a percentage, determined from time to time on a discretionary basis by the Index Sponsor provided that such percentage must be equal to or between 0.30% and 1.00% per annum (currently 0.80% p.a.). Further information in respect of the Commodity Index can be found on its website http://index.db.com or any successor thereto. Index Reweighting - For the period until 18 January 2010: The weight of the Commodity Index and the Fixed Income Index in the Index is adjusted as described below, provided that a 15 Index Business Day period has lapsed since the last reweighting and there must be a weight difference of at least 1.5% between theoretical suggested weights and actual weights on the immediately preceding Index Business Day. The weight of the Commodity Index and the weight of the Fixed Income Index in the Index will be adjusted on each Index Reweighting Day, but the weight of the Commodity Index can never exceed 30% and the weight of the Fixed Income Index can never be less than 70% upon such reweighting. The weights are adjusted depending on the relative difference in the one-year performances one month prior to the relevant Index Business Day of the Fixed Income Index and the Commodity Index. If such relative performance has increased in comparison to such relative performance measured one month prior to the end of the previous calendar year, the weight of the better performing Index Constituent is increased by the fixed percentage of the increase in the relative performance. This percentage can be changed on an annual basis by the Index Sponsor at its sole discretion provided that it will always be between 25% and 150%. - For the period from 18 January 2010: The weight of the Commodity Index and the Fixed Income Index in the Index is adjusted on any Index Business Day as described below, provided that a 5 Index Business Day period has elapsed since the last reweighting was required and there must be a weight difference of at least 5% between theoretical suggested weights and actual weights on the immediately preceding Index Business Day (thereafter, an Index Reweighting Day ). The weight of the Commodity Index and the weight of the Fixed Income Index in the Index will be adjusted on each Index Reweighting Day, but the weight of the Commodity Index can never exceed 25% upon such reweighting and the weight of the Fixed Income Index can never be less than 75% upon such reweighting. The weights are adjusted depending on the relative difference in the half-year performances two Business Days prior to the relevant Index Business Day of the Fixed Income Index and the Commodity Index. If such relative performance has increased in comparison to such relative performance measured two Business Days prior to the end of the previous Index Reweighting Day, the weight of the better performing Index Constituent is increased by the fixed percentage of the increase in the relative performance. The fixed percentage was 50% up to 18 January 2010 and 100% thereafter. 110
Index Calculation The Index is deemed to have been established on 4 January 1999 (the Index Commencement Date ) with an index closing value of 100 euro, a Commodity Index weight of 0% and a Fixed Income Index weight of 100% as of that date. The Index has been calculated back to the Index Commencement Date. On each Index Business Day other than during a Reweighting Period, the Index Sponsor shall determine the level of the Index which shall be an amount (expressed in euro) that is the sum of the products of (i) the weight for each Index Constituent on such Index Business Day, and (ii) the index closing level of such Index Constituent on such Index Business Day. Index Rebalancing Costs At each Index Reweighting, a rebalancing cost (the Index Rebalancing Cost ) will be applied. This cost will reduce the level of the Index as of that reweighting day. At each Index Reweighting, the rebalancing cost is calculated by multiplying the rebalancing cost percentage and the increase in the Commodity Index Weight and/or the Fixed Income Index Weight, expressed as a percentage. The rebalancing cost percentage will be determined by the Index Sponsor at his sole discretion for the relevant Index Constituents, but will always be equal to or between 0.20% and 0.70% (as of 19 January 2010 the percentages are 0.40% for the Commodity Index and 0.50 for the Fixed Income Index). Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 111
PRODUCT ANNEX 6: DB PLATINUM IV DYNAMIC CASH The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank Dynamic Cash Index TM (the Index as described below under General Description of the Underlying Asset ). In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with an investment grade (or equivalent) issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent. The Sub-Fund will also use for each Share Class derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The Share Classes with an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ) will enter into foreign exchange hedging transactions, the aim of which is to protect the Net Asset Value of such Class against adverse fluctuations of the Share Class Currency against the Reference Currency. Such hedging transactions ("FX Hedge") will consist of foreign exchange forward contracts, which are expected to be concluded once a month, except for the I2C-U Share Class for which such hedging transactions will consist of OTC derivative transactions negotiated at arm s length with the Swap Counterparty and with an expected maturity of around 12 months. As a result, the hedging transactions may not be adjusted for the foreign exchange exposure arising from the increase or decrease in value of the Index between two consecutive roll dates, and the residual costs of any potential adverse evolution of the Share Class Currency against the Reference Currency will be borne by the Shareholders of the relevant Class(es). The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- 112
Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Share Classes R1C, R1C-A, R2C and I1C aim to provide the Shareholders with a return after costs which is linked to the Underlying Asset plus a specific spread (each a "Spread" for Share Classes R1C, R1C-A, R2C and I1C ). The Spread will be determined by the Board of Directors from time to time and made available on the following website: www.dbxfunds.com. The Spread will fall between 0 and 1.5% p.a.. Share Classes I1C-G and I1C-U aim to provide the Shareholders with a return after costs which is linked to the Underlying Asset, subject to the FX Hedge as described above, plus a spread (respectively the I1C-G Spread, I1C-U Spread, each a Non-Euro Spread ). The Non-Euro Spreads will be determined by the Board of Directors from time to time and made available on the following website: www.dbxfunds.com. The I1C-G Spread and the I1C-U Spread will fall between 0 and 1.5% p.a.. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Under the current OTC swap transactions, the exposure of the Sub-Fund to the credit risk of the transferable securities the Fund has invested in as Hedging Asset is retained by the Sub-Fund. In order to protect partially the Sub-Fund against this credit risk, Deutsche Bank AG, acting through its London branch (the Guarantor ) may guarantee any amounts (e.g., coupons and final payments on the respective maturity date) that should have been paid to the Company for the account of the Sub- Fund by the defaulting issuers of some (not all) of those transferable securities. The scope of such guarantee (i.e., the transferable securities benefiting from the guarantee as listed in the guarantee agreement entered into between the Guarantor and the Company) may vary from time to time at the entire and sole discretion of the Guarantor and can be terminated at any time under the same conditions. If under any applicable law the Guarantor is required to make any payment under the guarantee subject to deduction or withholding of taxes, duties or charges, then the Guarantor shall be entitled to deduct from any payment to be made under the guarantee, the amount of such taxes so that the Sub- Fund shall receive from the Guarantor an amount after taking into account the amount of such deduction or withholding. In no circumstances shall the Guarantor be under any obligation to make any additional payment under the guarantee in respect of such deduction or withholding. Prospective investors should note that the guarantee does not protect the capital invested in the Sub-Fund by investors, therefore investors in the Shares should recognise that the Shares may decline in value and should be prepared to sustain a total or partial loss of their investment in the Shares. Profile of the Typical Investor An investment in the DB Platinum IV Dynamic Cash sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a low risk grading as further described above under the chapter Typology of Risk Profiles". Risk Factors These specific risk factors should be read in conjunction with: - the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the core part of the Prospectus; - the section Risk Factors of this Product Annex, under General Description of the Underlying Asset. In addition, and in respect of Share Classes having an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ), the attention of prospective Shareholders is drawn to the fact that, whilst currency hedging reduces risks and losses in adverse market circumstances, it also reduces and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of the relevant Share Class(es) may differ from that of the Index as a result of the foreign exchange hedging transactions. Such impact, which may be positive as well as negative, will mainly depend on the relative evolution of the short term interest rates in the Share Class Currency and the Reference Currency. By way of example, in case short term interest rates rise faster (or decrease slower) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to rise and therefore have a beneficial impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become higher than that of the Index. Reciprocally, in case short term interest rates are rise slower (or decrease faster) in the Share Class 113
Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to decrease and therefore have a detrimental impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become lower than that of the Index. General Information Relating to the Sub-Fund Offering Period Launch Date Minimum Net Asset Value Settlement Period Index Business Day Product Business Day Investment Adviser/Investment Manager The Offering Period started on 17 December 2004. The final date of the Offering Period was 4 January 2005. Means 6 January 2005, or if such day is not a Product Business Day, the immediately following Product Business Day or such earlier or later date as the Board of Directors may determine. Euro 25,000,000. The settlement period for subscribing directly or via the Distributor or a Sub- Distributor to the Shares and for payments or settlement to be effected by the Transfer Agent is 2 Business Days following the relevant Transaction Day. Means a day (other than a Saturday or Sunday) (i) on which the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London; and (iii) that is a trading day for the Deutsche Börse or any successor thereof (as determined by the Index Sponsor) other than a day on which trading is scheduled to close prior to its regular weekday closing time. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London and Frankfurt am Main; (ii) the TARGET2 system is operating; and (iii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 18 December 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 18 December 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 114
Form of Shares Description of the Shares Classes R1C-A R2C R1C I1C I1C-G I1C-U Registered Shares or Bearer Shares represented by a Global Share Certificate Authorised Payment 1 EUR, USD, SGD, GBP EUR, USD, SGD, GBP EUR, USD, SGD, GBP EUR, USD, SGD, GBP USD, SGD, GBP USD Currency Initial Issue Price EUR 100 EUR 10,000 EUR 100 EUR 10,000 GBP 10,000 USD 10,000 German Identification Number (WKN) A0RA6W A0Q9Q7 A0DNGG A0RBYW A0RA6X A0RDHT ISIN Code LU0392654868 LU0387441602 LU0205851610 LU0396265430 LU0392655246 LU0402164643 Management Company 2 Up to 1.5% annually 0.40% annually 0.20% annually Up to 0.50% annually Up to 0.40% annually Up to 0.50% annually Fee 3 0.0125% per month (0.15% Fixed Fee per.annum) Minimum Initial Subscription Amount Up to 0.0125% per month (up to 0.15% per annum) 0.0125% per month (0.15% per annum) 0.0125% per month (0.15% per annum) 0.0125% per month (0.15% per annum) 0.0125% per month (0.15% per annum) 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Redemption Charge 4 N/A N/A N/A N/A N/A N/A Conversion Charge 5 Up to 1% Dividends N/A N/A N/A N/A N/A N/A 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 As of 15 February 2005, the Fixed Fee will include the Taxe d Abonnement, and will be calculated daily and payable on a monthly basis. The increase of the fixed fee exclusively results from the incorporation of the taxe d abonnement into such fixed fee. 4 The Redemption Charge will be calculated on the basis of the Net Asset Value per Share as determined on the relevant Valuation Day and will revert to the Swap Counterparty. 5 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 115
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Capitalised terms not defined herein shall have the same meaning as in the Index Description. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. The Deutsche Bank Dynamic Cash Index TM (the Index ) is intended to reflect the performance, minus a rebalancing cost, of the following rate and indices (together referred to as the Index Constituents ): - the Euro Over-Night Index Average Rate (the EONIA ); - the Deutsche Bank Euro Sovereign Elite Index TM (the Euro Sovereign Elite Index ); and - the DBIQ 1-2 year Euro-Sovereign Index TM (the DBIQ 1-2 year Euro-Sovereign Index ). The Index Constituents may be reweighted on a regular basis as further described below (see Index Reweighting below). An Index closing level will be calculated and published by the Index Sponsor on each Index Business Day. The Index is expressed in euro. Index Constituents (a) EONIA The Euro Over-Night Index Average Rate is the overnight rate calculated by the European Central Bank and appearing on the Telerate page 247 in respect of that day, if that day is a settlement day of TARGET2, or in respect of the TARGET2 settlement day immediately preceding that day if that day is not a settlement day of TARGET2. (b) The Euro Sovereign Elite Index The Deutsche Bank Euro Sovereign Elite Index TM is intended to reflect the total return of bonds that (1) are selected from the DBIQ Global Sovereign Index, (2) are issued by Euro-zone sovereign issuers, and that (3) have an AAA-rating. Moreover, the bonds must, inter alia, be denominated in euro or euro legacy currency, pay a fixed rate coupon and have a minimum size of euro 2 billion. The Euro Sovereign Elite Index is reconstituted on a monthly basis. A Euro Sovereign Elite Index Closing Value will be calculated and published by the Sovereign Elite Index Sponsor as soon as reasonably practicable after the Euro Sovereign Elite Index Valuation Time on each Euro Sovereign Elite Index Business Day in the manner provided in its Terms and Conditions. The Euro Sovereign Elite Index is expressed in euro. The selection pool is the DBIQ Global Sovereign Index, one of the Deutsche Bank Index Quantitative family of fixed income indices as published on the following web site: http://index.db.com or any successor thereto. As of November 2004, 116 different bonds are included in the Euro Sovereign Elite Index. Further information in respect of the Euro Sovereign Elite Index can be found in the Product Annex relating to DB Platinum IV Euro Sovereign Elite. (c) The DBIQ 1-2 year Euro-Sovereign Index The DBIQ 1-2 year Euro-Sovereign Index TM is intended to reflect the total return performance of bonds that (1) are selected from the iboxx Euro-Zone Sovereign Index, (2) are issued by the three largest sovereign issuers in the Euro-Zone, currently France, Germany and Italy, (3) that have a maturity of between 1 and 2 years, (4) are not zero coupon bonds nor structured bonds, and (5) are not privately issued debt. Moreover, the bonds must, inter alia, be denominated in euro currency only, pay a fixed rate coupon and have a minimum size of euro 2 billion. The DBIQ 1-2 year Euro-Sovereign Index is reconstituted on a monthly basis. A DBIQ 1-2 year Euro- Sovereign Index Closing Value will be calculated and published by the DBIQ 1-2 year Euro-Sovereign Index Sponsor as soon as reasonably practicable after the DBIQ 1-2 year Euro-Sovereign Index Valuation Time on each DBIQ 1-2 year Euro-Sovereign Index Business Day in the manner provided in its Terms and Conditions. The DBIQ 1-2 year Euro-Sovereign Index is expressed in euro. The selection pool is the iboxx Euro-Zone Sovereign Index, one of the iboxx fixed income indices as published on the following web site http://index.db.com or any successor thereto. As of November 2004, 22 different bonds are included in the DBIQ 1-2 year Euro-Sovereign Index. Index Reweighting The EONIA Weight, the Euro Sovereign Elite Index Weight, and the DBIQ 1-2 year Euro-Sovereign Index Weight in the Index will be adjusted on each Index Reweighting Day, but upon such reweighting the EONIA Weight can never exceed 100%, the Euro Sovereign Elite Index Weight can never exceed 10%, and the DBIQ 1-2 year Euro-Sovereign Index Weight can never exceed 10%. 116
The weights of EONIA, of the Euro Sovereign Elite Index, and of the DBIQ 1-2 year Euro-Sovereign Index in the Index are adjusted on any Index Business Day, provided that a 20 Index Business Day period has lapsed since the last re-weighting; and that the three month performance of either the Euro Sovereign Elite Index, the DBIQ 1-2 year Euro-Sovereign Index, or both these Indices exceed that of EONIA by more than 1%. In such case the weight of the Euro Sovereign Elite Index and/or the DBIQ 1-2 year Euro-Sovereign Index, is adjusted respectively by a fixed multiplier of the difference in the performance vs. EONIA. This multiplier can be changed on an annual basis by the Index Sponsor on a discretionary basis provided that it will always be between 0.25x and 1.5x (currently 1x). If the difference in performance of the Euro Sovereign Elite Index and/or the DBIQ 1-2 year Euro-Sovereign Index are negative then the weights of the respective index is reduced to zero. Index Calculation The Index is deemed to have been established on 1 April 1999 (the Index Commencement Date ) with an index closing level of 100 euro, an EONIA weight of 100%, a Euro Sovereign Elite Index weight of 0% and a DBIQ 1-2 year Euro-Sovereign Index weight of 0% as of that date. The Index has been hypothetically calculated back to the Index Commencement Date. Other than during a re-weighting day, the daily closing level of the Index on an Index Business Day equals the product of (a) the sum of the product of the weight and the return of each Index Constituent (amount expressed as a percentage) on such Index Business Day, (b) the daily closing level of the Index on the immediately preceding Index Business Day, and (c) the sum of (i) 1 and (ii) the rebalancing cost of the Index. Index Costs The Index Rebalancing Cost will reduce the level of the Index as of that Index Business Day, and is calculated by multiplying the Index Rebalancing Cost Percentage of the Index and the absolute value of the increase in the weight of the Euro-Sovereign Elite Index and of the DBIQ 1-2 year Euro- Sovereign Index, respectively. The Index Rebalancing Cost Percentage of the Index will be determined by the Index Sponsor on a discretionary basis, but will always be equal to or between 0.10% and 0.70% for each Index Constituent. A running cost that will be determined by the Index Sponsor on a discretionary basis, but that will always be equal to or between 0.20% and 0.50% per annum, does apply to the Euro Sovereign Elite Index (currently 0.25%) and the DBIQ 1-2 year Euro-Sovereign Index (currently 0.20%). No running cost is applied to EONIA or to the Dynamic Cash Index itself. Adjustment mechanisms are provided in case any of the following potential adjustment events occurs: an Index Constituent is calculated and published by a successor sponsor (rather than by the Index Sponsor), an Index Constituent is replaced by a successor index, or the sponsor of an Index Constituent (i) chances the formula or method of calculating an Index Constituent, (ii) permanently cancels the Index or (iii) fails to calculate and announce such Index Constituent. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG/). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 117
PRODUCT ANNEX 7: DB PLATINUM IV SKANDIA LEADER SHEEP 2014/I The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders upon the Termination Date with a return linked to the performance of the Underlying Asset, which is a basket of shares. The return per Share on the Termination Date will equal: a) if, in the determination of the Swap Calculation Agent, the Official Closing Levels of 19 or more of the Basket Constituents have always been above 65% of their respective Initial Closing Level during the last 5 years (on each Product Business Day from and including the 23 June 2009 until and including 23 June 2014), b) otherwise with S jt: Initial Basket Issue t 1 20 Price 20 j 1 100% S S jt j0 Initial Issue Price x 300%, 75% Max 0%; 1 10 10 Basket t Basket t 1 0-100% Official closing level of share j on the Valuation Date t (t=1,,10) S j0: Official closing level of share j on the Start Date t=0 Basket Constituents Initial Closing Level Official Closing Level Termination Date "Trading Day" Reference Source Valuation Date t t=1,..,10 Means the basket constituents listed in the table under General Description of the Underlying Asset. Means the official closing price of a Basket Constituent in the Reference Source on the Launch Date as determined by the Swap Calculation Agent. Means the official closing price of a Basket Constituent in the Reference Source as determined by the Swap Calculation Agent. Means the 1 July 2014 provided this is a Business Day or if such day is not a Business Day, then that day will be the next succeeding Business Day. Means any day that is a trading day for the primary exchange, trading system or quotation system on which each Basket Constituent has its primary listing all as determined by the Swap Calculation Agent. Means the reference source as specified in the table under General Description of the Underlying Asset, or any successor to such reference source, acceptable to and all as determined by the Swap Calculation Agent. Means the 23 June 2005, the 23 June 2006, the 25 June 2007, the 23 June 2008, the 23 June 2009, the 23 June 2010, the 23 June 2011, the 25 June 2012, the 24 June 2013 and the 23 June 2014 or, if any such day is not a Trading Day for one or more Basket Constituents, the next following Trading Day for such Basket Constituent, all as determined by the Swap Calculation Agent. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with investment grade or equivalent long-term credit ratings issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent long-term credit ratings. The Sub-Fund will also for each Share Class use derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty to obtain the Payout Formula, all in accordance with the Investment Restrictions. 118
The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Skandia Leader Sheep 2014/I sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a low risk grading as further described above under the chapter Typology of Risk Profiles". Guarantee Deutsche Bank AG, acting through its London branch has entered into an agreement under the terms of which Deutsche Bank AG, acting through its London branch has effectively guaranteed to the Sub- Fund that the value of the Hedging Asset together with the value of the derivative instruments after any costs and fees have been subtracted (the Guaranteed Assets ) will at the Termination Date and/or the Maturity Date not be lower than the Initial Issue Price. Deutsche Bank AG, acting through its London branch also guarantees to the Sub-Fund that the value of the Guaranteed Assets equals upon the Maturity Date at least the value of such Guaranteed Assets on the Termination Date. Under the terms of this Agreement, if on the Termination Date and/or the Maturity Date the value of the Hedging Asset together with the value of the derivative instruments and after any costs and fees have been subtracted is lower than the Initial Issue Price, Deutsche Bank AG, acting through its London branch will pay to the Sub-Fund any shortfall so that the Sub-Fund is able to ensure that the investor will receive at least the Initial Issue Price from the Sub-Fund. Deutsche Bank AG, acting through its London branch will also pay to the Sub-Fund any shortfall if the value of the Guaranteed Assets on the Maturity Date is lower than the value of the Guaranteed Assets on the Termination Date. If changes in taxes, or in applicable law or regulation or the issuance of any directive or any change in the interpretation thereof, whether formal or informal by any court, tribunal or regulatory authority during the guarantee period have an adverse effect on the price performance of the Sub-Fund, the Guarantee will be reduced by the amount of this difference per share, including the opportunity cost of not reinvesting at the appropriate time as dictated by market conditions. 119
If under any applicable law Deutsche Bank AG, acting through its London branch is required to make any payment under the terms of this Agreement subject to deduction or withholding of taxes, duties or charges, then Deutsche Bank AG, acting through its London branch shall be entitled to deduct from any payment to be made under the Guarantee, the amount of such taxes so that the Sub-Fund shall receive from Deutsche Bank AG, acting through its London branch an amount after taking into account the amount of such deduction or withholding. In no circumstances shall Deutsche Bank AG, acting through its London branch be under any obligation to make any additional payment under the Guarantee in respect of such deduction or withholding. Prospective investors should note that the terms of the Agreement only applies on the Termination Date and/or the Maturity Date. Accordingly, investors in the Shares should recognise that the Shares may decline in value and should be prepared to sustain a total or partial loss of their investment in the Shares if the Shares are redeemed on a day other than the Termination Date and/or the Maturity Date. Deutsche Bank will endeavour to inform the Sub-Fund of such circumstances as soon as practicable, at the latest at the time of payment under the terms of the Agreement. General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Maturity Date Transaction Day Valuation Day Minimum Net Asset Value Index Business Day Product Business Day Swap Counterparty Investment Manager Euro 100 per Share. The Offering Period will start on 1 May 2004. The final date of the Offering Period will be 28 June 2004 or such earlier or later date as the Board of Directors may determine. The Sub-Fund will be closed for further subscriptions on the day that corresponds to the Launch Date but five months later. Means the third Product Business Day following the final date of the Offering Period. Means the 15 October 2014 provided this is a Business Day or if such day is not a Business Day, then that day will be the next succeeding Business Day. In this Product Annex, Transaction Day will be the first Business Day of each calendar week, provided this day is a Business Day, or if such day is not a Business Day, then that day will be the next succeeding Business Day. In this Product Annex, Valuation Day will be the first Business Day following the relevant Transaction Day. In relation to the Maturity Date, the Valuation Day will be the immediately following Business Day. Euro 15,000,000. N/A. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Frankfurt am Main, Vienna and Tokyo; and (ii) each Clearing Agent is open for business. Deutsche Bank AG, acting through its London branch. N/A 120
Form of Shares German Security Identification Number (WKN) ISIN Code Management Company Fee 1 Fixed Fee Description of the Shares Classes I1C Registered Shares or Bearer Shares represented by a Global Share Certificate A0B89P LU0186999230 0.70% annually 0.0083% per month (0.1% p.a.) Conversion 2 Up to 1.00% Charge Minimum Initial Subscription Amount Upfront Subscription Sales Charge 1 Share There will be no Upfront Subscription Sales Charge. Instead, an amount equal to 3.00% of the Initial Issue Price representing the present value of an annual selling commission will be received under the swap agreements and paid immediately to the sub-distributor. Such payment will have an initial negative effect on the Net Asset Value of the Sub-Fund. Description of the Basket General Description of the Underlying Asset The Underlying Asset consists of a basket of shares which are listed below: Basket Constituents S j=1,..,20 REUTERS S j=1,..,20 121 REUTER S BARCLAYS BARC.L PFIZER PFE.N DIAGEO DGE.L CHEVRONTEXACO CVX.N NOKIA NOK1V.HE SBC COMMUNICATIONS SBC.N SIEMENS SIEGn.DE MERCK MRK.N SOCIETE GENERALE SOGN.PA VERIZON VZ.N UBS UBSN.VX HONDA 7267.T ABBOTT LABS ABT.N NTT DOCOMO 9437.T ALTRIA MO.N SEVEN-ELEVEN 8183.T HONEYWELL HON.N NOMURA 8604.T ORACLE ORCL.OQ TOYOTA 7203.T Under the terms of the swap agreement, the Basket Constituents may in certain circumstances be substituted against other constituents or adjustments may be made all in accordance with the swap agreement. Further Information An English language version of a term-sheet summarising the general terms of all derivative contracts, such as swap agreements, is available to investors upon request at the Company's registered office. Deutsche Bank AG maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the Initial Issue Price multiplied by the number of outstanding Shares of the relevant Share Classes. 2 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009.
PRODUCT ANNEX 8: DB PLATINUM IV CROCI EURO The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors Specific Risks Relating to Sub-Funds with a Direct Investment Policy. Investment Objective and Policy This Sub-Fund belongs to the category of a Sub-Fund with a Direct Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). This Sub-Fund aims to track, before the Sub-Fund s fees and expenses, the price and income performance of its Underlying Securities to the performance of the Underlying Asset, which is the Deutsche Bank CROCI Euro Index TM (the Index as described below under General Description of the Underlying Asset ) 1. Accordingly, this Sub-Fund will aim to invest in the Underlying Securities of the Index in proportion to their weighting in the Index. Subject to the Investment Restrictions, the Sub-Fund may also hold transferable securities and/or other derivative instruments that will track the Index. The Sub-Fund will not at any time invest more than 10% of its NAV in other collective investment schemes (ETFs included). The value of the Sub-Fund's Shares is linked to the Index, the performance of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that the underlying methodology of the Index will indeed result in a return above any comparable investment strategy or that they will recover their initial investment. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. The Sub-Fund complies with the PEA eligibility criteria as set out in the French Monetary and Financial Code ( Code monétaire et financier ). Eligible PEA assets are listed in a, b and c of 1 of I of article L.221-31 of the French Code monétaire et financier, these are: (i) shares or investment certificates in companies and investment certificates in cooperative bodies, (ii) units in limited liability companies or equivalent companies (i.e. unlisted and non transferable units) and units in companies governed by the French Law No. 47-1775 of 10 September 1947 relating to cooperative bodies, and (iii) subscription rights or warrants for shares or units mentioned in (i) and (ii) above (a, b and c of 1 of I of article L.221-31 of the French Code monétaire et financier). The Sub-Fund undertakes to permanently invest at least 75% of its assets in the above-mentioned securities and rights, though all investments will be carried out in accordance with the Investment Restrictions. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider). The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. The Company may not borrow for investment purposes. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Should the Sub-Fund invest in the units of other UCITS and/or collective investment undertakings that are managed, either directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a direct or indirect interest of more than 10% of the capital or the votes, that management company or other company may not charge subscription, redemption fees or management fees on account of the Sub-Fund s investment in the units of such other UCITS and/or collective investment undertaking(s). Up until but excluding 1 November 2009 and subject to the conditions provided for in the Prospectus, Shareholders are entitled to convert Shares within Classes R1C and R2C to Shares within Classes 1 The trademark Deutsche Bank CROCI Euro Index is registered with the Deutsches Patent- und Markenamt. 122
R2C and R1C respectively and within Classes I1C and I2C to Shares within Classes I2C and I1C respectively. From and including 1 November 2009, the general provisions set out in the core part of the Prospectus under the section Conversion of Shares will apply. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV CROCI Euro sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Index Business Day Product Business Day Investment Adviser/Investment Manager Swap Counterparty Swap Calculation Agent See Description of the Shares. The Offering Period will start on 21 June 2004. The final date of the Offering Period will be 21 June 2004 or such earlier or later date as the Board of Directors may determine. Means in respect of the: R1C Share Class : 22 June 2004; I1C, I2C and R2C Share Classes : 3 August 2004; R1C-B Share Class : 20 March 2006 R1C-A Share Class : 29 June 2009; and for each of such days, if such day is not a Product Business Day, the next following day that is a Product Business Day or such earlier or later date as the Board of Directors may determine. Means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in relation to the shares constituting the Index is open for trading. Exchange means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges are Euronext Brussels (BE), Borsa Italiana, Euronext Paris (FR), Madrid Stock Exchange, Euronext Amsterdam (NL), Vienna Stock Exchange, Helsinki NDQ OMX, Xetra Exchange Electronic Trading (DE), and Irish Stock Exchange (IE) and any successor exchanges which may be included from time to time. Means a day (other than a Saturday or a Sunday or the 30 th calendar day of December of each year) on which both: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt am Main and London; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 17 November 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 17 November 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). N/A. N/A. 123
Description of the Shares Classes R1C R1C-A R0C-E R1C-B R2C I1C I2C Form of Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Registered Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Authorised Payment EUR USD, SGD, EUR, HKD EUR EUR, USD, SGD, HKD EUR EUR, USD, SGD, HKD EUR Currency 1 Initial Issue Price German Security Identification Number (WKN) EUR 100 EUR 10 EUR 100 EUR 100 EUR 100 EUR 100 EUR 10,000 A0B535 A0HMNA A1KBB5 A0HM0D A0B532 A0B533 A0B534 ISIN Code LU0194163050 LU0225039444 LU0871989363 LU0232964469 LU0194163134 LU0194163308 LU0194163563 Management 2 1.00% annually 1.25 % annually Up to 1.00% annually Up to 2.50% annually 1.50% annually 0.50% annually 0.50% annually Company Fee Fixed Fee 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Minimum Initial Subscription Amount 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Conversion Charge 3 Up to 1.00% Upfront Subscription Sales Charge during / after the Offering Period 4 Up to 5.00% Up to 5.00% N/A Up to 5.00% Up to 2.00% N/A N/A 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 4 The Upfront Subscription Sales Charge during/after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively the Net Asset Value of the relevant Classes. 124
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. General Description of the Index The Deutsche Bank CROCI Euro Index is intended to reflect the total return performance of thirty shares with the lowest positive CROCI Economic Price Earnings Ratio selected by the Index Sponsor from the EURO STOXX Large Index SM (excluding shares with a STOXX Economic Sector Designation specified as FIN (i.e. Financials) (the Selection Pool ). Each selected share shall be considered an Index Constituent. The Index will be reconstituted on a monthly basis subject to the provisions set out under Index Recomposition below and to certain composition restrictions and reconstitution costs. The Index is expressed in euro and will be calculated on a daily basis by the Index Sponsor using the trading prices and weights of each Index Constituent. The Index Sponsor will calculate the Daily Index Closing Level on each Index Business Day (as defined below) and will publish the Daily Index Closing Level as soon as practicable thereafter. Index Composition The selection procedure for the Index constituents on each Selection Date is as follows: (i) (ii) The CROCI Economic Price Earnings Ratio for each Eligible Share is determined by the Index Sponsor on the basis described in the definition of CROCI Economic Price Earnings Ratio below. The thirty Eligible Shares with the lowest positive CROCI Economic Price Earnings Ratio are selected as Index constituents. Where the CROCI Economic Price Earnings Ratio for any Eligible Share is the same as for any other Eligible Share or Eligible Shares, then the Eligible Share with the highest Market Capitalisation will be deemed to have the lower positive CROCI Economic Price Earnings Ratio for the purpose of selecting the new Index constituents on the relevant Selection Date. (iii) In the event that there are fewer than thirty Eligible Shares available for inclusion within the Index for the purposes of the Relevant Selection Date, then the Index Sponsor shall deem that number of shares as have been selected to be the Index until the next Selection Date. Selection Date means the first calendar day of each calendar month or, if such calendar day is not a day on which commercial banks and foreign exchange markets settle payments in London, the first succeeding day on which commercial banks and foreign exchange markets settle payments in London. Index Recomposition The Index will be reconstituted on a monthly basis over the third and fourth Trading Day (each a Reconstitution Day ) following each Selection Date. The Index, and therefore the Sub-Fund, are subject to certain costs in connection with the reconstitution of the Index. The relevant costs can be up to 0.1 per cent. of the rebalanced portion of the Index Level (and therefore of the net asset value of the Underlying Securities) on a Reconstitution Day. Such costs are charged by a party dealing with the Sub-Fund to provide the volume weighted average price for new Index Constituents and former Index Constituents on a Reconstitution Day. From those shares that comprise the Selection Pool a group of eligible shares, based on those shares that have a CROCI Economic Price Earnings Ratio per Share that is higher than or equal to zero (each an Eligible Share ) will be identified. From these Eligible Shares the thirty shares with the lowest positive CROCI Economic Price Earnings Ratio per Share will be selected as Index constituents. CROCI Economic Price Earnings Ratio means, in relation to each share constituting the Selection Pool on a Selection Date, the economic price earnings ratio determined by the Index Sponsor on such Selection Date as the quotient of (a) and (b) where; As a formula: (a) equals the quotient of (i) and (ii), where (i) (ii) equals the Trailing Twelve-month EV for such Selection Date; and equals the Trailing Twelve-month NCI for such Selection Date; and (b) equals the Trailing Twelve-month CROCI for such Selection Date. Trailing Twelve - monthev Trailing Twelve - monthnci CROCI Economic PriceEarnings Ratio Trailing Twelve - month CROCI 125
Exchange means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges as of April 2009 are Euronext Brussels (BE), Borsa Italiana, Euronext Paris (FR), Madrid Stock Exchange, Euronext Amsterdam (NL), Vienna Stock Exchange, Helsinki NDQ OMX, Xetra Exchange Electronic Trading (DE), Euronext Lisbon (PT), Irish Stock Exchange (IE) and London Stock Exchange. Index Business Day means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in relation to the shares constituting the Index is open for trading. Trading Day means a day (or a day which but for the occurrence of a market disruption event, would have been a day) on which each Exchange is open for trading other than a day on which trading on any such Exchange is scheduled to close prior to its regular week day closing time. Trailing Twelve-month Cash Return on Capital Invested ( Trailing Twelve-month CROCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of (a) the sum of the products of (i) (ii) the number of completed months in any calendar year multiplied by the current year CROCI at such Selection Date; and the number of months remaining to make up a full calendar year multiplied by the prior year CROCI at such Selection Date; and (b) 12, being the number of months in the calendar year. CROCI means, in relation to the issuer of a share constituting the Selection Pool, the inflation adjusted, economic return on such issuer s assets as determined by the CROCI Valuation Group, which is the Index Sponsor s CROCI Investment & Valuation Group, as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof. For each such issuer, the economic return is determined differently from the accounting return (as determined in accordance with relevant accounting statements) and is the discount rate which, when applied to the after tax gross earnings of the issuer causes the resultant figure to be equal to the weighted average of the total economic capital of the issuer. The total economic capital is the value of the issuer s tangible fixed assets and advertising and research and development items that are normally expensed in the profit and loss account of an issuer s financial statements, but which the CROCI Valuation Group deems to have an economic life longer than one year and other economic assets excluded from the balance sheet, such as leased assets. Trailing Twelve-month Enterprise Value ( Trailing Twelve-month EV ) means, in relation to each issuer of a share constituting the Selection Pool and a Selection Date, the sum of 1. the arithmetic average of the market capitalisations of such issuer on each Index Business Day in the calendar month preceding the month in which the Selection Date falls (such average is the 1 Month Trailing Market Capitalisation ); 2. the product of (a) the quotient of the value of any other equity capital and equity equivalents (e.g. Options, in the money convertibles of the issuer not represented in the Market Capitalisation of the issuer) (as numerator) and the market capitalisation (as denominator) (both calculated on the last Index Business Day of the preceding calendar month); and (b) the 1 Month Trailing Market Capitalisation; 3. the product of 4. the sum of (a) the quotient of the value of non-consolidated equity holdings, joint ventures and minority interests (as numerator) and the market capitalisation (as denominator), both as calculated on the last Index Business Day of the preceding calendar month; and (b) the 1 Month Trailing Market Capitalisation; and (a) the quotient of the number of completed months in any calendar year (but excluding the current month) multiplied by the current year Debt at such Selection Date (as numerator) and 12, being the number of months in a calendar year (as denominator); and (b) the quotient of the number of months remaining to make up a full calendar year multiplied by the prior year debt at such Selection Date (as numerator), and 12, being the number of months in a calendar year (as denominator). Debt means the value of all such issuer s debt and debt equivalents such as pension liabilities, provisioning and items such as advance payments, which may or may not be counted as debt by the issuer. Trailing Twelve-month Net Capital Invested ( Trailing Twelve-month NCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of 126
(a) the sum of the products of (i) (ii) the number of completed months in any calendar year (excluding the current month) multiplied by the current year Net Capital Invested at such Selection Date; and the number of months remaining to make up a full calendar year multiplied by the prior year Net Capital Invested at such Selection Date; and (b) 12, being the number of months in the calendar year. Net Capital Invested ( NCI ) means, in relation to the issuer of a share constituting the Selection Pool, an amount as determined by the CROCI Valuation Group as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof equal to the sum of the tangible fixed assets, intangible assets (such as research and development, leased assets and other depreciable intangible assets such as brands) and non-depreciable capital (such as net working capital), less accumulated depreciation, which resultant amount is then adjusted for inflation and represents the net, inflation-adjusted value of all cash spent on creating each such issuer s asset base. Index Calculation Other than on a reconstitution day, the level of the Index (the Daily Index Closing Level ) at any time equals the sum of the products of (a) the weight for each Index Constituent and (b) the trading price of such Index Constituent at such time. On each reconstitution day, the third Index Business Day following each Selection Date, the composition of the Index shall be changed by the Index Sponsor. The weight for each Index Constituent will be adjusted at the time the Index Constituent goes exdividend. Adjustment mechanisms are provided in the case of certain potential adjustment events such as, without limitation, a merger or a delisting. As a result of such adjustments, the total number of shares comprising the Index may from time to time be more or less than thirty prior to the next recomposition. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. 127
PRODUCT ANNEX 9: DB PLATINUM IV CROCI US The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors Specific Risks Relating to Sub-Funds with a Direct Investment Policy. Investment Objective and Policy This Sub-Fund belongs to the category of a Sub-Fund with a Direct Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). This Sub-Fund aims to track, before the Sub-Fund s fees and expenses, the price and income performance of its Underlying Securities to the performance of the Underlying Asset, which is the Deutsche Bank CROCI US Index TM (the Index as described below under General Description of the Underlying Asset ) 1. Accordingly, this Sub-Fund will aim to invest in the Underlying Securities of the Index in proportion to their weighting in the Index. Subject to the Investment Restrictions, the Sub- Fund may also hold transferable securities and/or other derivative instruments that will track the Index. The Sub-Fund will not at any time invest more than 10% of its NAV in other collective investment schemes (ETFs included). The value of the Sub-Fund s Shares is linked to the Index, the performance of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that the underlying methodology of the Index will indeed result in a return above any comparable investment strategy or that they will recover their initial investment. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider). The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. The Company may not borrow for investment purposes. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. The Share Classes with an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ) will enter into foreign exchange hedging transactions, the aim of which is to protect the Net Asset Value of such Class against adverse fluctuations of the Share Class Currency against the Reference Currency. Such hedging transactions will consist of foreign exchange forward contracts, which are expected to be concluded once a month with a maturity of one month. As a result, the hedging transactions may not be adjusted for the foreign exchange exposure arising from the increase or decrease in value of the Index between two consecutive monthly roll dates, and the residual costs of any potential adverse evolution of the Share Class Currency against the Reference Currency will be borne by the Shareholders of the relevant Class(es). Should the Sub-Fund invest in the units of other UCITS and/or collective investment undertakings that are managed, either directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a direct or indirect interest of more than 10% of the capital or the votes, that management company or other company may not charge subscription, redemption fees or management fees on account of the Sub-Fund s investment in the units of such other UCITS and/or collective investment undertaking(s). Up until but excluding 1 November 2009 and subject to the conditions provided for in the Prospectus, Shareholders are entitled to convert Shares within Classes R1C and R2C to Shares within Classes R2C and R1C respectively and within Classes I1C and I2C to Shares within Classes I2C and I1C respectively. 1 TM Application has been made to register the trademark Deutsche Bank CROCI US Index with the Deutsches Patent- und Markenamt. 128
From and including 1 November 2009, the general provisions set out in the core part of the Prospectus under the section Conversion of Shares will apply. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Specific Risk Factors These specific risk factors should be read in conjunction with the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the core part of the Prospectus. In addition, and in respect of Share Classes having an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ), the attention of prospective Shareholders is drawn to the fact that, whilst currency hedging reduces risks and losses in adverse market circumstances, it also reduces and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of the relevant Share Class(es) may differ from that of the Index as a result of the foreign exchange hedging transactions. Such impact, which may be positive as well as negative, will mainly depend on the relative evolution of the short term interest rates in the Share Class Currency and the Reference Currency. By way of example, in case short term interest rates rise faster (or decrease slower) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to rise and therefore have a beneficial impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become higher than that of the Index. Reciprocally, in case short term interest rates are rise slower (or decrease faster) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to decrease and therefore have a detrimental impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become lower than that of the Index. Profile of the Typical Investor An investment in the DB Platinum IV CROCI US sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described above under the chapter Typology of Risk Profiles". 129
General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Reference Currency Index Business Day 2 Product Business Day Investment Adviser/Investment Manager Swap Counterparty Swap Calculation Agent See Description of the Shares. The Offering Period of R1C, R1C-A, R1C-B, R2C, I1C and I2C Share Classes, started on 21 June 2004. The final date of the Offering Period was 21 June 2004. The Offering Period of R1C-E Share Class started on 12 March 2012. The final date of the Offering Period was 14 March 2012. The Offering Period of I1C-E Share Class started on 25 April 2012. The final date of the Offering Period was 30 April 2012. Means in respect of the: R1C and R2C Shares Classes: 22 June 2004; I1C, I2C and R1C-B Share Classes : 3 August 2004; R1C-A Share Class : 22 June 2009; R1C-E Share Class: 14 March 2012; I1C-E Share Class: 30 April 2013; and for each of such days, if such day is not a Product Business Day, the next following day that is a Product Business Day or such earlier or later date as the Board of Directors may determine. USD Means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in relation to the shares constituting the Index is open for trading. Exchange 3 means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges are New York Stock Exchange, NASDAQ Stock Market and American Stock Exchange and any successor exchanges which may be included from time to time. Means a day (other than a Saturday or a Sunday or the 30 th calendar day of December of each year) on which both: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt am Main and London; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch acted as Investment Adviser to the Sub-Fund since its inception until 17 November 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 17 November 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). N/A. N/A. 2 This Index Business Day definition is effective until 2 April 2013. As from that date, its meaning throughout the present Product Annex shall be the following: Means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange is open for trading other than a day on which trading on any such Exchange is scheduled to close prior to its regular week day closing time. 3 This Exchange definition is effective until 2 April 2013. As from that date, its meaning throughout the present Product Annex shall be the following: means, in relation to a share constituting the Selection Pool Index (as defined below), the primary exchange on which such share is listed or traded or any successor to such exchange, as determined by the Index Sponsor (as defined below). The Exchanges are New York Stock Exchange, NASDAQ Stock Market and American Stock Exchange and any successor exchanges which may be included from time to time. 130
Description of the Shares Classes R1C R1C-A R1C-B R1C-E R2C I1C I1C-E I2C R0C-E R0C-U Form of Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Registered Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price USD 100 USD 10 USD 100 EUR 100 USD 100 USD 100 EUR 100 USD 10,000 EUR 100 USD 100 Authorised Payment Currency 1 USD USD, SGD, EUR, HKD USD, EUR, SGD, HKD USD, EUR USD USD, EUR, SGD, HKD USD, EUR USD USD, EUR USD, EUR German Security Identification Number (WKN) A0B54A A0HMNC A0HM0E A1JTP4 A0B54B A0B54C A1JUDQ A0B54D A1KBB6 A1KBB7 ISIN Code LU0194164702 LU0225039956 LU0232967132 LU0743580630 LU0194164967 LU0194165345 LU0749964770 LU0194165691 LU0871989876 LU0871989447 Management Company Fee 2 1.00% annually 1.25% annually Up to 2.50% annually Fixed Fee Minimum Initial Subscription Amount Upfront Subscription Sales Charge during / after the Offering Period 3 1 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Up to 1.50% annually 0.0083% per month (0.1% p.a.) 1.50% annually 0.50% annually 0.0083% per month (0.1% p.a.) 131 0.0083% per month (0.1% p.a.) Up to 1.50% annually 0.0083% per month (0.1% p.a.) 0.50% annually 0.0083% per month (0.1% p.a.) Up to 1.00% annually 0.0083% per month (0.1% p.a.) Up to 1.00% annually 0.0083% per month (0.1% p.a.) 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Up to 5.00% Up to 5.00% Up to 5.00% Up to 5.00% Up to 2.00% N/A N/A N/A N/A N/A Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Upfront Subscription Sales Charge during/after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively the Net Asset Value of the relevant Classes.
Classes R1C R1C-A R1C-B R1C-E R2C I1C I1C-E I2C R0C-E R0C-U Conversion Charge 4 Up to 1.00% 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 132
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. General Description of the Index 1 The Deutsche Bank CROCI US Index is intended to reflect the total return performance of forty shares with the lowest positive CROCI Economic Price Earnings Ratio selected by the Index Sponsor from top 251 shares (excluding from the 251 shares, shares with a S&P GIC Sector Code specified as Financials) ( Selection Pool ) (based on highest market capitalisation) from the S&P 500 (the Selection Pool Index ). Each selected share shall be considered an Index Constituent. The Index will be reconstituted on a monthly basis subject to the provisions set out under Index Recomposition below and to certain composition restrictions. The Index is expressed in US dollar and will be calculated on a daily basis by the Index Sponsor using the trading prices and weights of each Index Constituent. The Index Sponsor will calculate the Daily Index Closing Level on each Index Business Day and will publish the Daily Index Closing Level as soon as practicable thereafter. Index Composition The selection procedure for the Index constituents on each Selection Date is as follows: 1. The CROCI Economic Price Earnings Ratio for each Eligible Share is determined by the Index Sponsor on the basis described in the definition of CROCI Economic Price Earnings Ratio below. 2. The forty Eligible Shares with the lowest positive CROCI Economic Price Earnings Ratio are selected as Index constituents. Where the CROCI Economic Price Earnings Ratio for any Eligible Share is the same as for any other Eligible Share or Eligible Shares, then the Eligible Share with the highest Market Capitalisation will be deemed to have the lower positive CROCI Economic Price Earnings Ratio for the purpose of selecting the new Index constituents on the relevant Selection Date. 3. In the event that there are fewer than forty Eligible Shares available for inclusion within the Index for the purposes of the Relevant Selection Date, then the Index Sponsor shall deem that number of shares as have been selected to be the Index until the next Selection Date. Index Recomposition 2 The Index constituents for each monthly period shall be selected on the first calendar day of each month provided this day is a day on which commercial banks and foreign exchange markets settle payments in London (the Selection Date ). From those shares that comprise the Selection Pool a group of eligible shares, based on those shares that have a CROCI Economic Price Earnings Ratio per Share that is higher than or equal to zero (each an Eligible Share ) will be identified. From these Eligible Shares the forty shares with the lowest positive CROCI Economic Price Earnings Ratio per Share will be selected as Index constituents. CROCI Economic Price Earnings Ratio means, in relation to each share constituting the Selection Pool on a Selection Date, the economic price earnings ratio determined by the Index Sponsor on such Selection Date as the quotient of (a) and (b) where; (a) equals the quotient of (i) and (ii), where 1 This section is effective until 2 April 2013. As from that date, it shall read as follows: The Deutsche Bank CROCI US Index is intended to reflect the total return performance of forty shares with the lowest positive CROCI Economic Price Earnings Ratio selected by Deutsche Bank AG, London Branch (the Index Sponsor ) from the Selection Pool. Each selected share shall be considered an Index Constituent. The Selection Pool is comprised of all of the shares constituting the S&P 500 Index (the Selection Pool Index ), but excluding from these shares, shares the issuers of which have a S&P GICS Sector Code specified as Financials. The Index will be reconstituted on a monthly basis subject to the provisions set out under Index Recomposition below and to certain composition restrictions. The Index is expressed in US dollar and will be calculated on a daily basis by the Index Sponsor using the trading prices and weights of each Index Constituent. The Index Sponsor will calculate the Daily Index Closing Level on each Index Business Day and will publish the Daily Index Closing Level as soon as practicable thereafter. 2 The second paragraph of this section is effective until 2 April 2013. As from that date, it shall read as follows: An Eligible Share means each share constituting the Selection Pool (and, for the avoidance of doubt, any share which (a) falls below the tenth percentile in terms of average daily dollar trading volume over the preceding sixty weekdays; and/or (b) has been excluded pursuant to certain composition restrictions, may not be an Eligible Share) that has a CROCI Economic Price Earnings Ratio for such Selection Date and such ratio is higher than zero on such Selection Date. From these Eligible Shares the forty shares with the lowest positive CROCI Economic Price Earnings Ratio per Share will be selected as Index constituents. 133
(i) equals the Trailing Twelve-month EV for such Selection Date; and (ii) equals the Trailing Twelve-month NCI for such Selection Date; and (b) equals the Trailing Twelve-month CROCI for such Selection Date. As a formula: CROCIEconomic PriceEarnings Ratio Trailing Twelve - monthev Trailing Twelve Trailing Twelve - month CROCI - monthnci Exchange means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges as of April 2009 are New York Stock Exchange, NASDAQ Stock Market and American Stock Exchange. Index Business Day means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in relation to the shares constituting the Index is open for trading. 134
Trailing Twelve-month Cash Return on Capital Invested ( Trailing Twelve-month CROCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of a) the sum of the products of (i) (ii) the number of completed months in any calendar year multiplied by the current year CROCI at such Selection Date; and the number of months remaining to make up a full calendar year multiplied by the prior year CROCI at such Selection Date; and b) 12, being the number of months in the calendar year. CROCI means, in relation to the issuer of a share constituting the Selection Pool, the inflation adjusted, economic return on such issuer s assets as determined by the CROCI Valuation Group, which is the Index Sponsor s CROCI Investment & Valuation Group, as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof. For each such issuer, the economic return is determined differently from the accounting return (as determined in accordance with relevant accounting statements) and is the discount rate which, when applied to the after tax gross earnings of the issuer causes the resultant figure to be equal to the weighted average of the total economic capital of the issuer. The total economic capital is the value of the issuer s tangible fixed assets and advertising and research and development items that are normally expensed in the profit and loss account of an issuer s financial statements, but which the CROCI Valuation Group deems to have an economic life longer than one year and other economic assets excluded from the balance sheet, such as leased assets. Trailing Twelve-month Enterprise Value ( Trailing Twelve-month EV ) means, in relation to each issuer of a share constituting the Selection Pool and a Selection Date, the sum of 1) the arithmetic average of the market capitalisations of such issuer on each Index Business Day in the calendar month preceding the month in which the Selection Date falls (such average is the 1 Month Trailing Market Capitalisation ); 2) the product of (a) the quotient of the value of any other equity capital and equity equivalents (e.g. Options, in the money convertibles of the issuer not represented in the Market Capitalisation of the issuer) (as numerator) and the market capitalisation (as denominator) (both calculated on the last Index Business Day of the preceding calendar month); and (b) the 1 Month Trailing Market Capitalisation; 3) the product of (a) the quotient of the value of non-consolidated equity holdings, joint ventures and minority interests (as numerator) and the market capitalisation (as denominator), both as calculated on the last Index Business Day of the preceding calendar month; and (b) the 1 Month Trailing Market Capitalisation; and 4) the sum of (a) the quotient of the number of completed months in any calendar year (but excluding the current month) multiplied by the current year Debt at such Selection Date (as numerator) and 12, being the number of months in a calendar year (as denominator); and (b) the quotient of the number of months remaining to make up a full calendar year multiplied by the prior year debt at such Selection Date (as numerator), and 12, being the number of months in a calendar year (as denominator). Debt means the value of all such issuer s debt and debt equivalents such as pension liabilities, provisioning and items such as advance payments, which may or may not be counted as debt by the issuer. Trailing Twelve-month Net Capital Invested ( Trailing Twelve-month NCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of a) the sum of the products of (i) (ii) the number of completed months in any calendar year (excluding the current month) multiplied by the current year Net Capital Invested at such Selection Date, and the number of months remaining to make up a full calendar year multiplied by the prior year Net Capital Invested at such Selection Date, and b) 12, being the number of months in the calendar year. Net Capital Invested ( NCI ) means, in relation to the issuer of a share constituting the Selection Pool, an amount as determined by the CROCI Valuation Group as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof equal to the sum of the tangible fixed assets, intangible assets (such as research and development, leased assets and other depreciable intangible assets such as brands) and non-depreciable capital (such as net working capital), less accumulated depreciation, which resultant amount is then adjusted for inflation 135
and represents the net, inflation-adjusted value of all cash spent on creating each such issuer s asset base; Index Calculation Other than on a reconstitution day, the level of the Index (the Daily Index Closing Level ) at any time equals the sum of the products of (a) the weight for each Index Constituent and (b) the trading price of such Index Constituent at such time. On each reconstitution day, the third Index Business Day following each Selection Date, the composition of the Index shall be changed by the Index Sponsor. The weight for each Index Constituent will be adjusted at the time the Index Constituent goes exdividend. Adjustment mechanisms are provided in the case of certain potential adjustment events such as, without limitation, a merger or a delisting. As a result of such adjustments, the total number of shares comprising the Index may from time to time be more or less than forty prior to the next recomposition. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. 136
PRODUCT ANNEX 10: DB PLATINUM IV CROCI JAPAN The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors Specific Risks Relating to Sub-Funds with a Direct Investment Policy. Investment Objective and Policy This Sub-Fund belongs to the category of a Sub-Fund with a Direct Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). This Sub-Fund aims to track, before the Sub-Fund s fees and expenses, the price and income performance of its Underlying Securities to the performance of the Underlying Asset, which is the Deutsche Bank CROCI Japan Index TM (the Index as described below under General Description of the Underlying Asset ) 1. Accordingly, this Sub-Fund will aim to invest in the Underlying Securities of the Index in proportion to their weighting in the Index. Subject to the Investment Restrictions, the Sub- Fund may also hold transferable securities and/or other derivative instruments that will track the Index. The Sub-Fund will not at any time invest more than 10% of its NAV in other collective investment schemes (ETFs included). The value of the Sub-Fund s Shares is linked to the Index, the performance of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that the underlying methodology of the Index will indeed result in a return above any comparable investment strategy or that they will recover their initial investment. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider). The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. The Company may not borrow for investment purposes. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. The Share Classes with an Initial Issue Price denominated in a currency (the Share Class Currency ) different from the Reference Currency will enter into foreign exchange hedging transactions, the aim of which is to protect the Net Asset Value of such Class against adverse fluctuations of the Share Class Currency against the Reference Currency. Such hedging transactions will consist of foreign exchange forward contracts, which are expected to be concluded once a month with a maturity of one month. As a result, the hedging transactions may not be adjusted for the foreign exchange exposure arising from the increase or decrease in value of the Index between two consecutive monthly roll dates, and the residual costs of any potential adverse evolution of the Share Class Currency against the Reference Currency will be borne by the Shareholders of the relevant Class(es). Should the Sub-Fund invest in the units of other UCITS and/or collective investment undertakings that are managed, either directly or by delegation, by the same management company or by any other company with which the management company is linked by common management or control, or by a direct or indirect interest of more than 10% of the capital or the votes, that management company or other company may not charge subscription, redemption fees or management fees on account of the Sub-Fund s investment in the units of such other UCITS and/or collective investment undertaking(s). Up until but excluding 1 November 2009 and subject to the conditions provided for in the Prospectus, Shareholders are entitled to convert Shares within Classes R1C and R2C to Shares within Classes R2C and R1C respectively and within Classes I1C and I2C to Shares within Classes I2C and I1C respectively. 1 The trademark Deutsche Bank CROCI Japan Index is registered with the Deutsches Patent- und Markenamt. 137
From and including 1 November 2009, the general provisions set out in the core part of the Prospectus under the section Conversion of Shares will apply. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Specific Risk Factors These specific risk factors should be read in conjunction with the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. In addition, and in respect of Share Classes having a Share Class Currency different from the Reference Currency the attention of prospective investors drawn to the fact that, whilst currency hedging reduces risks and losses in adverse market circumstances, it also reduces and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of the relevant Share Class(es) may differ from that of the Index as a result of the foreign exchange hedging transactions. Such impact, which may be positive as well as negative, will mainly depend on the relative evolution of the short term interest rates in the Share Class Currency and the Reference Currency. By way of example, in case short term interest rates rise faster (or decrease slower) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to rise and therefore have a beneficial impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become higher than that of the Index. Reciprocally, in case short term interest rates are rise slower (or decrease faster) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to decrease and therefore have a detrimental impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become lower than that of the Index. Profile of the Typical Investor An investment in the DB Platinum IV CROCI Japan sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Index Business Day See Description of the Shares. The Offering Period of R1C, R1C-B, R2C, I1C and I2C Share Classes started on 21 June 2004. The final date of the Offering Period was 21 June 2004 or such earlier or later date as the Board of Directors may determine. The Offering Period of R1C-E Share Class will start on 13 June 2012. The final date of the Offering Period will be 19 June 2012 or such earlier or later date as the Board of Directors may determine. The Offering Period of I1C-E and I1C-U Share Classes will start on 12 June 2013. The final date of the Offering Period will be 14 June 2013 or such earlier date as the Board of Directors may determine. Means in respect of the: R1C, R1C-B, R2C, I1C and I2C Share Classes: 22 June 2004; R1C-E Share Class: 20 June 2012; I1C-E and I1C-U: 17 June 2013; and for each of such days, if such day is not a Product Business Day, the next following day that is a Product Business Day or such earlier or later date as the Board of Directors may determine. Means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in relation to the shares constituting the Index is open for trading Exchange means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges are Tokyo Stock Exchange and Osaka Securities Exchange and any successor exchanges which may be included from time to time. 138
Valuation Day Settlement Period Subscription and Redemption deadline Product Business Day Investment Adviser/Investment Manager Swap Counterparty Swap Calculation Agent Means the first Luxembourg Banking Day following a Business Day on which the Net Asset Value per Share for a given Class of Shares is calculated based upon the prices of the last Business Day to occur prior to such Valuation Day. In respect of subscriptions for, conversions from and redemptions of Shares, Valuation Day shall mean the first Luxembourg Banking Day following the first Business Day to occur after the relevant Transaction Day on which the Net Asset Value per Share for a given Class of Shares or Sub-Fund is calculated, based upon the prices of the last Business Day to occur prior to such Valuation Day. The settlement period for subscribing directly or via the Distributor or a Sub- Distributor to the Shares and for payments or settlement to be effected by the Transfer Agent is 3 Business Days following the relevant Transaction Day. For each Share Class, means 3:00 p.m. (Luxembourg time) one Business Day prior to the relevant Transaction Day, starting 1 st July 2007. Means a day (other than a Saturday or a Sunday or the 30 th calendar day of December of each year) on which both: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt am Main and London; and (ii) each Clearing Agent is open for business. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 17 November 2006. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 17 November 2006 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). N/A. N/A. 139
Description of the Shares Classes R1C R1C-B R1C-E R2C I1C I1C-E I1C-U I2C R0C-E Form of Shares Initial Issue Price Reference Currency Share Class Currency Authorised Payment Currency 1 German Security Identification Number (WKN) Registered Shares or Bearer Shares represented by a Global Share Certificate Registered Shares or Bearer Shares represented by a Global Share Certificate JPY 10,000 JPY 10,000 EUR 100 JPY 10,000 JPY 10,000 EUR 100 USD 100 JPY 1,000,000 EUR 100 JPY JPY JPY EUR JPY JPY EUR USD JPY EUR JPY USD, EUR, JPY, SGD, HKD EUR, JPY JPY USD, EUR, JPY, SGD, HKD EUR, JPY USD, JPY JPY EUR, JPY A0B536 A0HM0F A1JYT2 A0B537 A0B538 A1WZT7 A1WZT8 A0B539 A1KBCA ISIN Code LU0194163647 LU0232967488 LU0787646867 LU0194164025 LU0194164538 LU0940292955 LU0940679367 LU0194164611 LU0871990379 Management 1.00% annually Up to 2.50% Company Fee 2 annually Fixed Fee Taxe d Abonnement 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) Up to 1.50% annually 0.0083% per month (0.1% p.a.) 1.50% annually 0.50% annually 0.50% annually 0.50% annually 0.50% annually Up to 1.00% annually 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.0083% per month (0.1% p.a.) 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.05% p.a. 1 Forex expenses relating to subscriptions made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 140
Classes R1C R1C-B R1C-E R2C I1C I1C-E I1C-U I2C R0C-E Minimum Initial Subscription Amount 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Conversion Charge 3 Up to 1.00% Upfront Subscription Sales Charge during / after the Offering Period 4 Up to 5.00% Up to 5.00% Up to 5.00% Up to 2.00% N/A N/A N/A N/A N/A 3 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 4 The Upfront Subscription Sales Charge during, respectively after, the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively of the Net Asset Value of the relevant Classes. 141
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. General Description of the Index The Deutsche Bank CROCI Japan Index (the "Index") is intended to reflect the total return performance of thirty shares with the lowest CROCI Economic Price Earnings Ratio selected by the Index Sponsor from the TOPIX 100 Index (excluding shares with a Tokyo Stock Exchange industry classification specified as Banks, Insurance, Securities & Commodities Futures and Other Financing Business) (the Selection Pool ). Each selected share shall be considered an Index Constituent. The Index will be reconstituted on a monthly basis subject to the provisions set out under Index Recomposition below and to certain composition restrictions. The Index is expressed in Japanese Yen and will be calculated on a daily basis by the Index Sponsor using the trading prices and weights of each Index Constituent. The Index Sponsor will calculate the Daily Index Closing Level on each Index Business Day and will publish the Daily Index Closing Level as soon as practicable thereafter. Index Composition The selection procedure for the Index constituents on each Selection Date is as follows: (i) (ii) The CROCI Economic Price Earnings Ratio for each Eligible Share is determined by the Index Sponsor on the basis described in the definition of CROCI Economic Price Earnings Ratio below. The thirty Eligible Shares with the lowest positive CROCI Economic Price Earnings Ratio are selected as Index constituents. Where the CROCI Economic Price Earnings Ratio for any Eligible Share is the same as for any other Eligible Share or Eligible Shares, then the Eligible Share with the highest Market Capitalisation will be deemed to have the lower positive CROCI Economic Price Earnings Ratio for the purpose of selecting the new Index constituents on the relevant Selection Date. (iii) In the event that there are fewer than thirty Eligible Shares available for inclusion within the Index for the purposes of the Relevant Selection Date, then the Index Sponsor shall deem that number of shares as have been selected to be the Index until the next Selection Date. Index Recomposition The Index constituents for each monthly period shall be selected on the first calendar day of each month provided this day is a day on which commercial banks and foreign exchange markets settle payments in London (the Selection Date ). From those shares that comprise the Selection Pool a group of eligible shares, based on those shares that have a CROCI Economic Price Earnings Ratio per Share that is higher than or equal to zero (each an Eligible Share ) will be identified. From these Eligible Shares the thirty shares with the lowest positive CROCI Economic Price Earnings Ratio per Share will be selected as Index constituents. CROCI Economic Price Earnings Ratio means, in relation to each share constituting the Selection Pool on a Selection Date, the economic price earnings ratio determined by the Index Sponsor on such Selection Date as the quotient of (a) and (b) where; (a) equals the quotient of (i) and (ii), where (b) (i) As a formula: equals the Trailing Twelve-month EV for such Selection Date; and (ii) equals the Trailing Twelve-month NCI for such Selection Date; and equals the Trailing Twelve-month CROCI for such Selection Date. CROCIEconomic PriceEarningsRatio TrailingTwelve - monthev TrailingTwelve - monthnci TrailingTwelve - monthcroci Exchange means, in relation to each Index Constituent, the primary exchange on which such Index Constituent is listed or traded or any successor to such exchange, as determined by the Index Sponsor. The Exchanges as of April 2009 are Tokyo Stock Exchange and Osaka Securities Exchange. Index Business Day means a day (or a day which but for the occurrence of a market disruption event (as determined by the Index Sponsor), would have been a day) on which each Exchange in 142
relation to the shares constituting the Index is open for trading. Trailing Twelve-month Cash Return on Capital Invested ( Trailing Twelve-month CROCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of a) the sum of the products of (i) the number of completed months in any calendar year multiplied by the current year CROCI at such Selection Date; and (ii) the number of months remaining to make up a full calendar year multiplied by the prior year CROCI at such Selection Date; and b) 12, being the number of months in the calendar year. CROCI means, in relation to the issuer of a share constituting the Selection Pool, the inflation adjusted, economic return on such issuer s assets as determined by the CROCI Valuation Group, which is the Index Sponsor s CROCI Investment & Valuation Group, as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof. For each such issuer, the economic return is determined differently from the accounting return (as determined in accordance with relevant accounting statements) and is the discount rate which, when applied to the after tax gross earnings of the issuer causes the resultant figure to be equal to the weighted average of the total economic capital of the issuer. The total economic capital is the value of the issuer s tangible fixed assets and advertising and research and development items that are normally expensed in the profit and loss account of an issuer s financial statements, but which the CROCI Valuation Group deems to have an economic life longer than one year and other economic assets excluded from the balance sheet, such as leased assets. Trailing Twelve-month Enterprise Value ( Trailing Twelve-month EV ) means, in relation to each issuer of a share constituting the Selection Pool and a Selection Date, the sum of 1) the arithmetic average of the market capitalisations of such issuer on each Index Business Day in the calendar month preceding the month in which the Selection Date falls (such average is the 1 Month Trailing Market Capitalisation ; 2) the product of (a) (b) 3) the product of 4) the sum of the quotient of the value of any other equity capital and equity equivalents (e.g. Options, in the money convertibles of the issuer not represented in the Market Capitalisation of the issuer) (as numerator) and the market capitalisation (as denominator) (both calculated on the last Index Business Day of the preceding calendar month); and the 1 Month Trailing Market Capitalisation; (a) the quotient of the value of non-consolidated equity holdings, joint ventures and minority interests (as numerator) and the market capitalisation (as denominator), both as calculated on the last Index Business Day of the preceding calendar month; and (b) the 1 Month Trailing Market Capitalisation; and (a) the quotient of the number of completed months in any calendar year (but excluding the current month) multiplied by the current year Debt at such Selection Date (as numerator) and 12, being the number of months in a calendar year (as denominator); and (b) the quotient of the number of months remaining to make up a full calendar year multiplied by the prior year debt at such Selection Date (as numerator), and 12, being the number of months in a calendar year (as denominator). Debt means the value of all such issuer s debt and debt equivalents such as pension liabilities, provisioning and items such as advance payments, which may or may not be counted as debt by the issuer. Trailing Twelve-month Net Capital Invested ( Trailing Twelve-month NCI ) means, in relation to each share constituting the Selection Pool and a Selection Date, the quotient of a) the sum of the products of (i) (ii) the number of completed months in any calendar year (excluding the current month) multiplied by the current year Net Capital Invested at such Selection Date; and the number of months remaining to make up a full calendar year multiplied by the prior year Net Capital Invested at such Selection Date; and b) 12, being the number of months in the calendar year. Net Capital Invested ( NCI ) means, in relation to the issuer of a share constituting the Selection Pool, an amount as determined by the CROCI Valuation Group as at the relevant time and for the relevant period for which it is required to be determined pursuant to the provisions hereof equal to the sum of the tangible fixed assets, intangible assets (such as research and development, leased assets and other depreciable intangible assets such as brands) and non-depreciable capital (such as net working capital), less accumulated depreciation, which resultant amount is then adjusted for inflation 143
and represents the net, inflation-adjusted value of all cash spent on creating each such issuer s asset base. Index Calculation Other than on a reconstitution day, the level of the Index (the Daily Index Closing Level ) at any time equals the sum of the products of (a) the weight for each Index Constituent and (b) the trading price of such Index Constituent at such time. On each reconstitution day, the third Index Business Day following each Selection Date, the composition of the Index shall be changed by the Index Sponsor. The weight for each Index Constituent will be adjusted at the time the Index Constituent goes exdividend. Adjustment mechanisms are provided in the case of certain potential adjustment events such as, without limitation, a merger or a delisting. As a result of such adjustments, the total number of shares comprising the Index may from time to time be more or less than thirty prior to the next recomposition. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. 144
PRODUCT ANNEX 11: DB PLATINUM IV SKANDIA LEADER SHEEP 2015/I The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders upon the Maturity Date with a Final Payout per Share (as defined below) linked to the performance of the Underlying Asset, which is the DB Custom Performer Index (the Underlying Asset as described below under General Description of the Underlying Asset ). In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with an investment grade or equivalent long-term credit ratings issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds) whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent long-term credit ratings. The Sub-Fund will also for each Share Class use derivative techniques such as swap agreements negotiated at arm s length with the Swap Counterparty to finance certain payouts to the Sub-Fund which are subject to the performance of the Underlying Asset, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. 145
where: Index Final Index Initial Final Payout per Share Index Final Payout per Share InitialIssuePrice x Max (100%, Index Final Initial Is the closing level of the Index on the Final Reference Date. Is the closing level of the Index on the Initial Reference Date. ) Final Reference Date Initial Reference Date Means 30 April 2015 or if such day is not a Business Day the next following Business Day. Means 4 May 2005 or if such day is not a Business Day the next following Business Day. Guarantee Deutsche Bank AG, acting through its London branch has issued a letter under the terms of which Deutsche Bank AG, acting through its London branch has effectively guaranteed to the Sub-Fund that the value of the Hedging Asset together with the value of the derivative instruments after any costs and fees have been subtracted (the Guaranteed Assets ) will at the Maturity Date not be lower than the Initial Issue Price. Under the terms of this Agreement, if on the Maturity Date the value of the Hedging Asset together with the value of the derivative instruments and after any costs and fees have been subtracted is lower than the Initial Issue Price, Deutsche Bank AG, acting through its London branch will pay to the Sub-Fund any shortfall so that the Sub-Fund is able to ensure that the investor will receive at least the Initial Issue Price from the Sub-Fund. If changes in taxes, or in applicable law or regulation or the issuance of any directive or any change in the interpretation thereof, whether formal or informal by any court, tribunal or regulatory authority during the guarantee period have an adverse effect on the price performance of the Sub-Fund, the Guarantee will be reduced by the amount of this difference per share, including the opportunity cost of not reinvesting at the appropriate time as dictated by market conditions. If under any applicable law Deutsche Bank AG, acting through its London branch is required to make any payment under the terms of this Agreement subject to deduction or withholding of taxes, duties or charges, then Deutsche Bank AG, acting through its London branch shall be entitled to deduct from any payment to be made under the Guarantee, the amount of such taxes so that the Sub-Fund shall receive from Deutsche Bank AG, acting through its London branch an amount after taking into account the amount of such deduction or withholding. In no circumstances shall Deutsche Bank AG, acting through its London branch be under any obligation to make any additional payment under the Guarantee in respect of such deduction or withholding. Prospective investors should note that the terms of the letter only apply on the Maturity Date. Accordingly, investors in the Shares should recognise that the Shares may decline in value and should be prepared to sustain a total or partial loss of their investment in the Shares if the Shares are redeemed on a day other than the Maturity Date. Deutsche Bank AG, acting through its London branch will endeavour to inform the Sub-Fund of such circumstances as soon as practicable, at the latest at the time of payment under the terms of the letter issued by Deutsche Bank AG, acting through its London branch. Profile of the Typical Investor An investment in the DB Platinum IV Skandia Leader Sheep 2015/I sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a low risk grading as further described above under the chapter Typology of Risk Profiles". 146
General Information Relating to the Sub-Fund Initial Issue Price Offering Period Launch Date Maturity Date Transaction Day Valuation Day Minimum Net Asset Value Index Business Day Product Business Day Swap Counterparty Investment Manager Euro 100 per Share. The Offering Period will start on 24 January 2005. The final date of the Offering Period will be 28 April 2005 or such earlier or later date as the Board of Directors may determine. The Sub-Fund will be closed for further subscriptions on the day that corresponds to the Launch Date but three months later. Means 3 May 2005 or, if such day is not a Product Business Day the immediately following Product Business Day or such earlier or later date as the Board of Directors may determine. Means 8 May 2015, or if such day is not a Product Business Day, the next following Product Business Day. In this Product Annex, Transaction Day will be the first calendar day of each week, provided this day is a Business Day, or if such day is not a Business Day, then that day will be the next succeeding Business Day. In this Product Annex, Valuation Day will be the first Business Day following the relevant Transaction Day. In relation to the Maturity Date, the Valuation Day will be the immediately following Business Day. Euro 5,000,000. Means a day (other than a Saturday or Sunday) (i) on which the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and (ii) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, New York and Tokyo; and (iii) a Trading Day (as defined in the General Description relating to the Underlying Asset ). Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt am Main, London and Vienna; and (ii) each Clearing Agent is open for business. Deutsche Bank AG and Deutsche Bank AG, acting through its London branch. N/A 147
Description of the Shares Classes I1C Form of Shares ISIN Code German Security Identification Number (WKN) Management Company Fee 1 Fixed Fee Registered Shares or Bearer Shares represented by a Global Share Certificate LU0209101277 A0DPEK 0.70% p.a 0.0083% per month (0.1% p.a.) Conversion Charge 2 Up to 1% Minimum Initial Subscription Amount Upfront Subscription Sales Charge during/after the Offering Period 3 1 Share There will be no Upfront Subscription Sales Charge. Instead, an amount equal to 3% of the Initial Issue Price representing the present value of an annual selling commission will be received under the swap agreements and paid immediately to the sub-distributor. Such payment will have an initial negative effect on the Net Asset Value of the Sub-Fund. General Description of the Underlying Asset This section is a brief overview of the DB Custom Performer Index (the Index ). It contains a summary of the principal features of the Index and is not a complete description of the Index. Capitalised terms not defined herein shall have the meaning as in the Index description. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. 1. General Description of the Index The Index intends to reflect the performance of certain indices and commodities. The Index has been developed by the Index Sponsor. The Index shall be constituted by the Index Sponsor on the Index Commencement Date. The best performing Index Constituent will be fixed on each Index Constituent Selection Date as described in the paragraph relating to the Index Selection Process. The Weekly Index Closing Level will, as provided below, be calculated on each Reference Trading Day by the Index Sponsor using the closing value and the weight of each Index Constituent. The Index will not be currency denominated and the calculation of the Weekly Index Closing Level will be by reference to the closing values as numbers rather than as an amount expressed in a currency. 2. Index Constituents (i) EUROSTOXX 50 SM Index (ii) iboxx Euro Index Germany Performance Sovereigns 5 7 Year (iii) West Texas Intermediate light sweet crude oil (iv) Gold bars of unallocated gold complying with the rules of the London Bullion Market Association relating to good delivery and fineness from time to time in effect. 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the Initial Issue Price and multiplied by the number of outstanding Shares of the relevant Share Classes. 2 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 3 The Upfront Subscription Sales Charge during/after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively the Net Asset Value of the relevant Classes. 148
3. Index Selection Process On each Index Constituent Selection Date the Index Sponsor will determine Fixed Index Constituents and Variable Index Constituents as provided below. The selection process for the Index Constituents on the Index Commencement Date and each Index Constituent Selection Date will be as follows: (i) On the Index Commencement Date, the Variable Index Constituents will be part of the Index as determined by the Index Sponsor. (ii) On each Index Constituent Selection Date, the closing value of the Variable Index Constituent with the highest Performance since the Index Commencement Date will be fixed ( Fixed Index Constituent ). The Index is then deemed to comprise the Fixed Index Constituents and the remaining Variable Index Constituents. (iii) Once a Variable Index Constituent has been selected and becomes a Fixed Index Constituent, it will remain a Fixed Index Constituent during the calculation of the Index. Any reconstitution of the Index pursuant to the above will be deemed to be effective on the relevant Index Constituent Selection Date. For the purposes of calculating the Weekly Index Closing Value in relation to the last Index Constituent Selection Date, all Index Constituents will be deemed to be Fixed Index Constituents on such last Index Constituent Selection Date. The Weekly Index Closing Level of the Index shall remain constant after the last Index Constituent Selection Date. 4. Index Calculation The Weekly Index Closing Level on each Reference Trading Day shall equal the sum of the products of (a) the weight for each Index Constituent and (b) closing value of such Index Constituent at such time. Adjustment mechanisms are provided in the case of certain potential adjustment events such as a tax event. The Index Sponsor may adjust the Weekly Index Closing Value to take into account such tax event or, without limitation, where any Index Constituent is not calculated, or the calculation of such Index Constituent changes or where the Index Sponsor changes the methodology described in the Index description. 5. Definitions Index Commencement Date means 4 May 2005, or if such day is not a Trading Day, the first following Trading Day; Index Constituent Selection Date means each of 2 November 2007, 2 May 2010, 2 November 2012 and 30 April 2015 or, if such day is not a Trading Day, the first following Trading Day; Index Sponsor means Deutsche Bank AG, acting through its London branch or any duly appointed successor in its capacity as sponsor of the Index; Reference Trading Day means (i) each fourth calendar day of the week (Thursday) or, if such day is not a Trading Day, the first following Trading Day and/or (ii) each Index Constituent Selection Date; Trading Day means any day (or, but for the occurrence of a market disruption event, would have been) on which each reference source in relation to each Variable Index Constituent, is open for trading; whether or not any day is a Trading Day in relation to the Index, or for any other purpose herein shall be determined conclusively by the Index Sponsor; Variable Index Constituent means an Index Constituent which does not qualify as a Fixed Index Constituent. Disclaimers The Sub-Fund is not in any way sponsored, endorsed, sold or promoted by the index sponsor(s) of any indices referred to herein (except for Deutsche Bank AG). The index sponsors of the indices referred to herein (including Deutsche Bank AG) make no warranty or representation whatsoever either as to the results obtained from use of their indices and/or the figures at which the said indices stand at any particular day or otherwise. These index sponsors shall not be liable to any person for any error in their indices and shall not be under any obligation to advise any person of any error therein. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. 149
PRODUCT ANNEX 12: DB PLATINUM IV SOVEREIGN OPTIMA 2034 The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. Where defined terms used in this Product Annex are not defined under Specific Definitions below, they shall have the meaning ascribed thereto in Definitions in the Prospectus. Investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to outperform, on an expected yield basis, a specified German sovereign bond over the lifetime of the Sub-Fund by providing Shareholders with exposure to a notional dynamic portfolio of (i) high grade bonds or debt securities (the Reference Assets as described below) and (ii) asset swap transaction(s) (the Asset Swap(s) as described below) on such Reference Assets (hereafter, the Active Portfolio and each such investment an Active Portfolio Constituent ). Deutsche Asset Management International GmbH, in its capacity as advisor to the Management Company (the Portfolio Advisor ) has been appointed by the Management Company to advise as to which Active Portfolio Constituents shall comprise the Active Portfolio from time to time and advise the Management Company as to the selection of the OTC Swap Transactions (as defined below) entered into by the Sub-Fund in respect of the Active Portfolio Constituents. The Portfolio Advisor will use a rule-based strategy sponsored by Deutsche Bank, London Branch (the Sovereign Optima Strategy, as further described below) to select the Active Portfolio Constituents. While the Portfolio Advisor intends to make its investment and disinvestment recommendations for the Active Portfolio in order to closely replicate the Sovereign Optima Strategy, the recommendations for the advised Active Portfolio Constituents may differ from those suggested by the Sovereign Optima Strategy for a variety of reasons, such as (i) market liquidity of the debt securities suggested by the Sovereign Optima Strategy, (ii) the market yield expected to be achieved on a Reference Asset versus the yield as estimated by the Sovereign Optima Strategy, or (iii) compliance with the Investment Restrictions. Investors should further note that the implementation of changes to the Active Portfolio Constituents will be based on the advice by the Portfolio Advisor, however will ultimately be determined by the Management Company in its sole and absolute discretion. Hence, investors shall be aware that the composition of the Active Portfolio may from time to time substantially differ from the composition of the Strategy Portfolio (as defined below) as derived from the Sovereign Optima Strategy. The Sovereign Optima Strategy aims to suggest the bonds comprising the Reference Assets with the highest Intrinsic Value (which is determined by using the present value of the asset swap spread of each such bond comprising the Reference Assets above the asset swap spread of the specified German sovereign bond) upon the date of a re-balancing, after taking into account expected transaction costs and further adjustments such as, but not limited to, liquidity or the Investment Restrictions. An asset swap spread represents the theoretical premium paid or received by a bond investor on top of money market rates (usually represented by 3-Month Euribor) for buying such bond and entering into an Asset Swap(s) on such bond. In order to achieve its Investment Objective, the Sub-Fund will invest part or all of the net proceeds of any issue of Shares in one or more swap agreements negotiated at arm s length with the Swap Counterparty (the "OTC Swap Transactions"), each exchanging all or part of the invested net proceeds against the performance of one or more of the Active Portfolio Constituents. The aggregate exposure under the OTC Swap Transactions will provide an aggregate exposure to the whole Active Portfolio. The following investments are eligible to be Active Portfolio Constituents: 1. Reference Assets, which shall be: bonds or debt securities issued or explicitly guaranteed by (a) the following sovereign issuers: Germany, United States, United Kingdom, Australia, Canada, Denmark, Finland, Netherlands, Norway, Sweden, Switzerland; or (b) the following supra-national issuers: European Investment Bank (EIB), International Monetary Fund (IMF), European Union (EU), International Bank for Reconstruction and Development (IBRD), European Bank for Reconstruction and Development (EBRD); or synthetic transactions with the Swap Counterparty yielding money-market or fixed income rates. The Reference Assets shall have a maturity of no longer than 29/12/2034 and shall be denominated in one of the following currencies (each an Eligible Currency ): Australian Dollar (AUD), Canadian 150
Dollar (CAD), Swiss Franc (CHF), Danish Krone (DKK), Euro (EUR), British Pound Sterling (GBP), Japanese Yen (JPY), Norwegian Krone (NOK), New Zealand Dollar (NZD), Swedish Krona (SEK) and U.S. Dollar (USD), or any other currency which may at a later stage be included by the Management Company, who will be advised by the Portfolio Advisor, after consultation with the Swap Counterparty. The initial composition of the Reference Assets will be disclosed under Annex A on or shortly after the Launch Date of the relevant Share Class. 2. Asset Swap(s), the purpose of which is to hedge any inflation, interest rate or foreign currency exposure of the Reference Assets, should these be denominated in a different currency to the Reference Currency of the Sub-Fund. The purpose of the Asset Swap(s) is to exchange the expected income and expected performance of the Reference Assets against the payment of a floating rate, denominated in the Reference Currency. The Asset Swap(s) are considered notional transactions and no further counterparty risk should emerge from such Asset Swap(s). Notwithstanding the above, the Active Portfolio may additionally contain a small proportion of short-term Reference Assets which are not derived from the Sovereign Optima Strategy (hereafter the Liquidity Portfolio ). The proportion of the Liquidity Portfolio is expected to represent up to 3% of the value of the Active Portfolio. The composition of the Liquidity Portfolio will also be selected by the Management Company in its sole and absolute discretion, based on the advice of the Portfolio Advisor. The purpose of the Liquidity Portfolio is to ensure that the Active Portfolio satisfies liquidity requirements. The Portfolio Advisor and the Management Company will, within the frame of their respective roles, ensure upon each rebalancing that the maximum allocation to each Reference Asset as advised by the Portfolio Advisor is 20% of such Reference Asset s outstanding issuance amount. For the sake of clarity, such restriction shall not apply to the synthetic money-market and fixed income transactions with the Swap Counterparty. The Management Company may, acting upon the advice from the Portfolio Advisor, and in circumstances such as a downgrade of a bond issue below AAA/Aaa or equivalent by one or more recognised rating agencies or any material deterioration in the perceived credit quality of such bond issuer as determined by the Portfolio Advisor, request Deutsche Bank AG, London Branch, in its capacity of sponsor of the Sovereign Optima Strategy, to exclude particular bonds out of the eligible bond universe applying to the Sovereign Optima Strategy (thereafter the Eligible Bond Universe ) for future allocation. Such excluded bonds may be reincluded in the Eligible Bond Universe at a later stage, upon request by the Management Company, acting upon the advice from the Portfolio Advisor, subject to the relevant bonds having a rating of AAA/Aaa or equivalent by one or more recognised rating agencies. In the case of a downgrade of a bond issue to or below AA-/Aa3 or equivalent by one or more recognised rating agencies, the Portfolio Advisor shall review the Active Portfolio Constituents and the Management Company, acting on the advice of the Portfolio Advisor, may exclude particular Reference Assets from the Active Portfolio Constituents; the affected Active Portfolio Constituents would then be liquidated, which may result in a loss for Shareholders. The Eligible Bond Universe as at the Launch Date will be composed of the Reference Assets. The Eligible Bond Universe will thereafter be made available to investors on the following website (www.dbxfunds.com). The Management Company, acting on the advice of the Portfolio Advisor, will select the Active Portfolio Constituents as set out above. The Management Company, acting on behalf of the Sub-Fund, and acting on the advice of the Portfolio Advisor, will execute OTC Swap Transactions with the Swap Counterparty in respect of such Active Portfolio Constituents. The Portfolio Advisor will ensure that the OTC Swap Transactions it has advised the Management Company to enter into on behalf of the Fund are consistent with the then current market levels and trading costs. The Portfolio Advisor may also advise the Management Company to source Reference Assets on behalf of the Swap Counterparty with external market participants. The Sub-Fund may enter into foreign exchange hedging transactions with the Swap Counterparty in respect of each Share Class(es) in respect of which the Share Class Currency is different to the Reference Currency, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of the exchange rate between the Share Class Currency and the Reference Currency. The Management Company will select such hedging transactions and may act, as applicable, on the advice of the Portfolio Advisor. Such hedging transactions may consist of cross-currency swaps, which are expected to be concluded upon the launch of the relevant share class and until the Maturity Date. It may not be practicable to adjust these hedging transactions in certain circumstances such as, but not limited to, a significant variation in the valuation of the Reference Assets, in which case any losses caused by adverse movements of the exchange rate between the Share Class Currency and the Reference Currency will be borne by the Shareholders of that Share Class. Similarly, the Sub-Fund may enter into interest rate or inflation rate hedging transactions with the Swap Counterparty in respect of each Share Class, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of interest rates between the Share Classes having different dividend distribution and accumulation policies (as provided for in further detail for each share class under Annex A). The Management Company will select such hedging transactions and may act, as applicable, on the advice of the Portfolio Advisor. Such foreign exchange, interest rate and (if applicable) inflation rate hedging transactions shall be referred to as Share Class Hedging Swaps For the avoidance of doubt, although it is the intention of the Management Company to rely on the recommendations of the Portfolio Advisor, any such recommendation made by the Portfolio Advisor with regard to the Sub-Fund will be subject to the Management Company s sole and absolute discretion. In exercising such discretion, the Management Company will consider, inter alia, the Sub-Fund s Investment Restrictions. A fee 151
(the Portfolio Advisor Fee ) which will form part of the Advisory and Management Fee and will be paid by the Sub-Fund to the Portfolio Advisor for their services, as described in further detail under Description of the Shares. The OTC Swap Transactions along with any fees and expenses of the Sub-Fund will be valued on each Valuation Day in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest in units or shares of other UCITS or other UCIs. The Sub-Fund will bear at all times the issuer default risk in respect of the Reference Assets. The Sub-Fund will at all times bear the counterparty risk (linked to the Swap Counterparty s performance of its obligations) in respect of the OTC Swap Transactions, mitigated by the Posted Collateral as set out below. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC Swap Transactions by causing the Swap Counterparty to deliver collateral (the Posted Collateral ) in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. It is intended that the Posted Collateral include, but not be limited to, Reference Assets which compose the Active Portfolio. Such collateral will be enforceable by the Company at all times and will be marked to market on a daily basis. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure to the risk of the Swap Counterparty exceeds 5% of the Sub-Fund s NAV at the time such calculation is made. The Posted Collateral will only be composed of debt securities eligible as potential Reference Assets, and/or cash. The costs (if any) generated by the delivery of collateral by the Swap Counterparty (the Collateral Costs ) will be borne by the Sub-Fund. and will be disclosed, whenever applicable, in the Annual Report. In relation to cash, such costs will correspond to the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited). Further, the Sub-Fund may bear the running costs incurred by the Swap Counterparty in order to hold physically part or all of the Reference Assets as a hedge to the exposure to the Reference Assets provided by the OTC Swap Transaction (the Replication Costs ). Such Replication Costs may materialise in circumstances where the value of the Asset Swap(s) element of the OTC Swap Transactions added to that of the Share class Hedging Swaps becomes negative, resulting in the element of the OTC Swap Transactions giving exposure to the Reference Assets exceeding, in aggregate, the aggregate value of the OTC Swap Transactions and the Share class Hedging Swaps together. In these circumstances, the Posted Collateral (which is intended to include Reference Assets which are Active Portfolio Constituents), will have a lower mark-to-market value than the value of the Reference Assets, thereby necessitating the Swap Counterparty to call back some of the securities comprising the Posted Collateral and therefore hold physically part or all of the physical Reference Assets in its own name. Such costs (if any) will be disclosed, whenever applicable, in the Annual Report. The Company may, although it does not intend to, borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) but not for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund aims to obtain a predefined payout profile. Investors attention is therefore drawn to the chapter entitled Investment Objective in the Prospectus and in particular, the section entitled Pre-hedging Arrangements. 152
Dividend/Accumulation Information For the D Share Classes of the Sub-Fund it is the intention to distribute dividends according to a Dividend Rate upon pre-defined Dividend Payment Dates (as defined in Annex A below) applying on the relevant Initial Issue Price and paid in the relevant Share Class Reference Currency. The Dividend Rate will be a rate determined by the Board of Directors of the Company in its sole and absolute discretion. The Dividend Rate will be made available on the following website (www.dbxfunds.com) on or about the Launch Date of the relevant Share Class. It is intended that the Dividend Rate be either constant or variable, in line with the coupons notionally locked in by the Active Portfolio shortly prior to the Dividend Payment Date, as defined below. However the Board of Directors of the Company, upon request by the Management Company, who will be advised by the Portfolio Advisor, may request the Swap Counterparty to adjust the OTC Swap Transactions such that such Dividend Rate be amended. Dividends for these Share Classes are intended to be distributed according to the relevant Dividend Payment Frequency on each anniversary of the Dividend Reference Date (as defined below), such date of payment, the Dividend Payment Date, provided that if such day is not a Business Day, then the Dividend Payment Date is deemed to be the immediately following Business Day (Modified Following convention). In addition, from time to time, the Board of Directors may decide to request the Swap Counterparty to adjust the OTC Swap Transactions such that it can declare and pay additional dividends. The Board of Directors is expected to act upon request by the Management Company, who will be advised by the Portfolio Advisor. Secondary Market The Shares may be acquired or purchased on the secondary market through a stock exchange (if applicable) or over the counter. The Shares may be listed on one or more Relevant Stock Exchanges to facilitate the secondary market trading in the Shares. The Company does not charge any subscription nor redemption fee for purchases of Shares on the secondary market, however orders to buy or sell Shares in the secondary market through the Relevant Stock Exchange or over the counter may incur costs over which the Company has no control. The price of any Shares traded on the secondary market will depend, inter alia, on market supply and demand, movements in the value of the Active Portfolio as well as other factors such as prevailing financial market, corporate, economic and political conditions. Orders to buy or sell Shares through the Relevant Stock Exchanges, if applicable, can be placed via a member firm or stockbroker. Investors may bear costs and risks arising from: 1. credit and liquidity risks on the Reference Assets; 2. trading costs, as explained in further details below; Additional Risk Factors 3. residual foreign exchange risks, in relation to the costs of the Sub-Fund, for those Reference Assets not denominated in the relevant Share Class Currency; 4. residual foreign exchange risks where the Share Class Currency is different from the Reference Currency; 5. residual inflation risks, in case the Reference Assets contain inflation-linked debt securities, that will be represented by the cost difference between gaining exposure to inflation linked debt securities and hedging this exposure via OTC Swap Transactions. Such risk arises when the discounted value of all inflationhedged cash flows from an inflation-linked debt security deviates from the market price of the debt security in question. This "basis" risk arises from a number of reasons such as market supply and demand factors and liquidity; 6. changes in the market perceptions of the credit risk attached to the Reference Assets (i.e. the creditworthiness of the issuers of such Reference Assets). If the market perceives a deterioration in such creditworthiness then the value of Shares of the Sub-Fund is likely to be lower; 7. risks linked to the assets underlying the exposure provided via the payment of the Dividends; and 8. the Collateral Costs as well as Replication Costs, when applicable, as further described below Attention is brought to investors that an increase in the value of the Reference Assets may amplify the effects of the above mentioned costs and risks. In addition, investors should note that an increase in the value of the Reference Assets may not automatically result in an increase in the value of the Active Portfolio because of the hedging features of the Asset Swap(s). Attention of investors is brought to the fact that the Sovereign Optima Strategy tends to select securities and/or issuers which have a higher liquidity adjusted asset swap spread, i.e. a higher premium paid by the market for the Active Portfolio to buy and hold such securities. Such higher premium may be linked to additional risks that investors would bear compared with other investments. Investors should note that in the event of a default by an issuer of Reference Assets, the value of the OTC Swap Transactions will fall. Therefore, the payment of the Sub-Fund s Net Asset Value per Share upon the Maturity Date as well as the Dividend Rate in respect of the D Share Class is subject to the performance of each issuer s obligations in respect of the Reference Assets. Investors should be aware that the Investment 153
Restrictions and the Sovereign Optima Strategy may allow the investment by the Sub-Fund in Reference Assets from one sole issuing country. The list of such issuing countries can be found under the definition of Reference Assets above. In the event of a default by such sole issuing country, investors may suffer a loss, up to a total loss. Investors should note that references to Hedging Assets in the Risk Factors section of the Prospectus should also apply to the Reference Assets for the purposes of this Product Annex. Deutsche Bank AG and DB Affiliates may act in a number of roles in respect of the Sub-Fund such as sponsor of the Sovereign Optima Strategy and Swap Counterparty which may lead to potential conflicts of interest. Investors should refer to the section entitled Risk Factors - Potential Conflicts of Interests in the Prospectus. Investors should note that the Sub-Fund (or its Share Classes) is not guaranteed or capital protected and that the amount invested in the Sub-Fund by an investor is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Reference Assets as described under the section Risk Factors. Trading costs and transaction fees applying to the Sub-Fund The Portfolio Advisor will advise the Management Company on the execution of changes in the composition of the Active Portfolio at then current market levels and trading costs. Investors should be aware that trading costs will apply whenever Asset Swap(s) and/or Reference Assets are traded in or out of the Active Portfolio. Furthermore, the Sub-Fund will be charged a strategy fee for each change in the Active Portfolio Constituent ( Strategy Fee ). The Strategy Fee is equal to 0.75 basis points (0.0075%) on the Asset Swap(s) spread, applied on the notional amount of the relevant Asset Swap(s), calculated upfront on the bid or offer level of the Asset Swap(s) as relevant (applies each side). The Strategy Fee will revert to the Swap Counterparty. General Information Relating to the Sub-Fund Offering Period Launch Date Transaction Day Valuation Day From 12 December 2011 to 15 December 2011, or such earlier or later dates as the Board of Directors may determine. 16 December 2011 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub- Fund for further subscriptions at any time in its sole discretion. Means every Business Day, starting immediately after the Launch Date. Each Business Day. The Net Asset Value in respect of a Business Day will be published one Business Day after such Business Day. Maturity Date The Maturity Date of the Sub-Fund will be 29 December 2034 Redemptions and Subscriptions Deadline Settlement Business Day Reference Currency Minimum Net Asset Value per Share Class Swap Counterparty For each Share Class, means 3:00 p.m. (Luxembourg time) one Business Day prior to the relevant Transaction Day. If such day is not a Business Day, the Deadline shall be the Business Day immediately preceding such day. Any orders received after the deadline will be deferred to the next following Transaction Day and will be done at the Net Asset Value per Share calculated in respect of such Transaction Day. 3 Business Days following the relevant Transaction Day. A day other than a Saturday or a Sunday on which commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt, New York and London, and which is also a day on which each Clearing Agent is open for business. EUR EUR 50,000,000 Deutsche Bank AG, acting through its London branch. 154
Description of the Shares I2D-E I1D-S Form of Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100,000 SEK100,000 Share Class Currency EUR SEK Dividend Reference Date 31 March 2012 31 March 2012 Dividend Rate/ Accumulation Rate See Annex A See Annex A German Security Identification Number (WKN) A1JMHW A1JMHZ ISIN Code LU0693107533 LU0693107889 Dividend Payment Frequency Yearly* Yearly* Minimum Initial and subsequent Subscription Amount 10 Shares 100 Shares Advisory and Management Fee 1 Up to 0.25% p.a. Up to 0.25% p.a. Fixed Fee 2 Up to 0.15% p.a. Up to 0.15% p.a. Upfront Subscription Sales Charge during and 3 Up to 7.00% Up to 7.00% after the Offering Period Redemption Charge Up to 7.00% *) The Board of Directors will determine the final conditions (the Final Conditions ) in relation to each Share Class immediately prior to the launch of the relevant Share Class and will update this document as indicated by *). Such update is in accordance with the initial approval by the CSSF and consequently does not require any new official approval by the CSSF. 1 The Advisory and Management Fee shall be composed of (i) the Management Company Fee, the amount of which will revert to the Management Company, and (ii) the Portfolio Advisor Fee, the amount of which will revert to the Portfolio Advisor. The Advisory and Management Fee will accrue on each calendar day and shall be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the Initial Issue Price per Share and multiplied by the number of outstanding Shares of the relevant Share Classes and expressed in the Sub-Fund s Reference Currency. The Management Company and Portfolio Advisor will agree between themselves from time to time the amount that will be paid to the Management Company as Management Company Fee and the amount that will be paid to the Portfolio Advisor as Portfolio Advisor Fee. 2 The Fixed Fee of each Share Class is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Initial Issue Price of each Share Class and expressed in the Sub-Fund s Reference Currency. The Fixed Fee will include the Taxe d Abonnement. 3 The Upfront Subscription Sales Charge and the Redemption Charge are percentages that will revert to the Swap Counterparty. They will be based upon the Initial Issue Price of the relevant Classes. Please note that such Charges may be waived in whole or in part at the discretion of the Board of Directors. 155
General Description of the Deutsche Bank Sovereign Optima Strategy The Sovereign Optima Strategy is a rule-based model which aims to identify a dynamic portfolio of liquid, highgrade bonds (the Strategy Portfolio ), which are expected to have potential to outperform, on an expected bond yield basis, a benchmark bond over a fixed term until maturity of the benchmark bond, and in Euro. The benchmark bond for the Strategy Portfolio is the Germany Bund 4.75% 2034 (the Benchmark Bond ). Should the Benchmark Bond cease to exist, the Board of Directors may decide to replace the current Benchmark Bond with a similar bond. The Sovereign Optima Strategy is used on a weekly basis to identify the Intrinsic Values of each of a number of bonds belonging to the Eligible Bond Universe (each, bond, an Eligible Bond ) against a defined benchmark (the Benchmark Bond). The Intrinsic Value of each bond is defined as (i) the asset swap spread of such bond above the Benchmark Bond, as defined below, as determined by the Deutsche Bank AG London, independently from the Swap Counterparty; multiplied by (ii) the theoretical valuation impact that a variation by a basis point of such asset swap spread would have on such bond (the DV01 ). Further, to reflect varying degrees of liquidity and market pricing, the Intrinsic Value of each bond will be further adjusted by a specific pre-determined amount, and result in an Adjusted Intrinsic Value. The adjustment to such intrinsic value shall fall between 0 and 0.30% of the asset swap spread depending on, among others, the nature of the bond issuer, its currency and its payout profile. Hence the Intrinsic Value expresses the present value of the expected coupon flows an investor in the Eligible Bonds could expect to receive in excess of those coupon flows of the Benchmark Bond, by owning the relevant Eligible Bond from such date of determination until its maturity date. This exceeding expected coupon cash flow is subject to the performance of the issuer s obligations in respect of such Eligible Bond. The Sovereign Optima Strategy aims to identify bonds for inclusion in the Strategy Portfolio with the highest Adjusted Intrinsic Value upon the date of determination, after taking into account expected transaction costs. As a result, the Adjusted Intrinsic Value of the individual investments making up the Strategy Portfolio should either remain constant or increase except in situations where adjustments (caused by circumstances such as, but not limited to, the Investment Restrictions and the Sovereign Optima Allocation Restrictions (as defined further below) for existing Reference Assets) would lead the Sovereign Optima Strategy to require a reallocation of the Strategy Portfolio. However, investors should note that the actual current market value of the Strategy Portfolio may decrease as well as increase over time, as further specified under the Additional Risk Factors section. Eligible Bonds whose Intrinsic Value is considered by the Sovereign Optima Strategy are listed under the definition of Reference Assets above. The criteria of Eligible Bonds, including issuers, is determined on or about the Launch Date and may only be altered thereafter upon a request made by the Portfolio Advisor and approved by the Management Company in its sole and absolute discretion or by the Swap Counterparty, in limited circumstances. In addition, to be eligible, bonds may not have a maturity date later than the maturity date of the Benchmark Bond. On the maturity of the Benchmark Bond the Sovereign Optima Strategy will cease to be calculated. Investors should note that the maturity date of the Strategy Portfolio will occur shortly prior to the Maturity Date of the Sub-Fund. Between the maturity date of the Strategy Portfolio and the Maturity Date of the Sub-Fund, it is intended that the Sub-Fund be fully invested in a Liquidity Portfolio. As mentioned above, the Sovereign Optima Strategy will rank bonds by their Adjusted Intrinsic Value. On each weekly calculation date, the Sovereign Optima Strategy will identify sales and purchases so that on that date, after relevant costs and taking into account liquidity adjustments relating to such sales and purchases: Upon a rebalancing, the two Eligible Bonds with the highest Adjusted Intrinsic Value will each have a maximum target weight of 25% of the hypothetical value of the Strategy Portfolio; the next two Eligible Bonds with the highest Adjusted Intrinsic Value will each have a maximum target weight of 15% of the hypothetical value of the Strategy Portfolio; the remaining Eligible Bonds will each have a maximum target weight of 10% of the hypothetical value of the Strategy Portfolio. Upon a rebalancing, the maximum target weight per issuer of Eligible Bonds (or in the case of guaranteed Eligible Bonds, the guarantor of such Eligible Bonds) may not exceed 50% of the hypothetical value of the Strategy Portfolio. Any changes to the Strategy Portfolio will be subject to the Adjusted Intrinsic Value of prospective new bonds being above a certain minimum threshold which aims to ensure that after rebalancing the expected yield of the Active Portfolio is not lower than before such rebalancing. Such threshold will vary according to pre-determined rules and be linked to, among others, the expected liquidity, the type and the issuer of such bonds. The final optimum weights as identified by the Sovereign Optima Strategy will be calculated on the basis of the target weights and the relevant costs of unwinding the existing Active Portfolio Constituents and purchasing the new Eligible Bonds. For the avoidance of doubt, the weight finally recommended by the Sovereign Optima Strategy to each new Active Portfolio Constituent may substantially deviate from the target weights mentioned above and may be substantially lower, especially in circumstances where such new allocation necessitates the unwind of existing Active Portfolio Constituents. Similarly, for the same reasons, the number of Active Portfolio Constituents recommended by the Sovereign Optima Strategy may be greater (but not lower) than six. The Sovereign Optima Strategy is subject to the following criteria (the Sovereign Optima Allocation Restrictions ); Bonds available for consideration must fall in the definition of Reference Assets, above. 156
The total allocation of the Strategy Portfolio equal to 100% (i.e. no leverage), and the minimum allocation of each Eligible Bond in the Optima Portfolio is 0% (i.e. short positions are not allowed). A minimum of six bonds must be included with positive allocations. If the weight of a bond in the Strategy Portfolio is 30% or more of the hypothetical value of such Strategy Portfolio, the weight for such bond will be reset to no more than 25% of the hypothetical value of the Strategy Portfolio as soon as reasonably practicable. Determinations in relation to the Sovereign Optima Strategy will be performed by Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, London Branch. Any determination made by DBIQ will be final, conclusive and binding on all parties unless there is a manifest error. 157
Annex A Initial composition of the Reference Assets Reference Asset Identifier EUR Swap Notional Amount Maturity Date Bond Notional Amount (EUR) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) Share Class Dividend Rate I2D-E I2D-E Share Class*) Shall be a fixed rate up to 10% and determined by the Board of Directors, acting on the advice of the Portfolio Advisor Share Class Dividend Rate I1D-S I1D-S Share Class*) Shall be a fixed rate up to 10% and determined by the Board of Directors, acting on the advice of the Portfolio Advisor *) The Board of Directors will determine the final conditions (the Final Conditions ) in relation to each Share Class immediately prior to the launch of the relevant Share Class and will update this document as indicated by *). Such update is in accordance with the initial approval by the CSSF and consequently does not require any new official approval by the CSSF 158
PRODUCT ANNEX 13: DB PLATINUM IV LYNX INDEX The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset which is (i) in the case of the I1C Share Class, the Lynx Index (EUR) (the EUR Index ) and (ii) in the case of the I2C Share Class, the Lynx Index (USD) (the USD Index and, together with the EUR Index, the Indices and each an Index ). The Indices are financial indices which reflect the performance of a systematic investment in the global futures and forwards markets, as described in more detail below. Each Share Class is linked to the performance of the relevant Underlying Asset via a Share Class Portfolio which reflects the performance of (i) the USD Index or the EUR Index, as appropriate and (ii) a cash deposit (the Cash Deposit ), as described in more detail below. The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under Investment Objectives and Policies in the Prospectus). In order to achieve the Investment Objective, the Sub-Fund will use derivative techniques that will provide the Sub-Fund with a payoff linked to the relevant Underlying Asset, all in accordance with the Investment Restrictions. In particular, the Sub-Fund may invest part or all of the net proceeds of any issue of Shares in one or more OTC Swap Transactions negotiated at arm s length with the Swap Counterparty and exchange the invested net proceeds against a payoff linked to the performance of the Underlying Asset. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC Swap Transaction(s) (each an OTC Swap Transaction and together the OTC Swap Transactions ). The Sub-Fund may also (as an alternative to or combination with the above 1 ) invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. The Sub-Fund will exchange the performance and/or the income of such transferable securities against a payoff linked to the Underlying Asset. Such transferable securities and liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the core part of the Prospectus. The value of the Sub-Fund s Shares is linked in each case to an Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. In the case the exposure of the Sub-Fund to each Underlying Asset is achieved through the OTC Swap Transaction, the valuation of the OTC Swap Transaction will reflect the relative movements in the performance of the Underlying Asset and the transferable securities (if applicable). The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions of the core part of the Prospectus to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transaction(s) by resetting the OTC Swap Transaction(s). The effect of resetting the OTC Swap Transaction(s) is to reduce the marked to market of the OTC Swap Transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The costs (if any) generated by the delivery of collateral by the Swap Counterparty will be borne by the Sub- Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. 1 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 159
The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may be used for liquidity purposes (e.g., to cover cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Risk Management The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the absolute VaR approach in accordance with the CSSF Circular 11/512. The Lynx Programme (as described below) is designed to allocate to components of the Index in a diversified manner on a risk adjusted basis. Risk management is an integrated and key feature in the investment process. Risk management and the minimization of each investment s maximum loss are integral components of the models and automated stoploss mechanisms are a feature of each recommended trading signal. The Index Selection Agent focuses on diversification and portfolio construction. As of October 2010, 26 different models are applied to some 65 futures markets in four sectors; stock indices, fixed income, currencies and commodities. The models have different characteristics and are put together into the portfolio to create a robust system with attractive return and risk characteristics. Position sizes are determined based on correlations with other markets. The risk utilization in the programme changes dynamically over time depending on what signals are triggered by the models. In addition to built-in stop-loss mechanisms, the programme also uses three parallel VaR-models with limits on instrument, asset class and total portfolio level. The quantitative and systematic approach enables the Index Selection Agent to make extensive analyses in areas such as risk measurement and management, risk control and the limitation of market risk. The components of the Index which are short term interest rate futures have extremely short duration, which makes them significantly less sensitive to interest rate changes than longer term interest rate futures. In order to ensure that the short term interest rate positions make a meaningful contribution (on a risk adjusted basis) to the Index, the notional amounts of the short term interest rate components will therefore be large, both relative to the notionals of the longer term interest rate components and in absolute terms. Based on the sum of the notionals of financial derivative instruments approach (which defines the leverage as the sum of the absolute value of the notional of all financial derivative instruments in the relevant Index), the Sub-Fund s maximum expected level of leverage is 3,000% of the Sub-Fund s NAV. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment. Despite the high leverage of the Sub- Fund on a sum of notionals basis, the diversification and risk adjustment of the components within the Index are designed to ensure that no single component will unduly influence its performance, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The Sub-Fund does not employ excessive risk via leverage to create returns, the leverage is a function of the use of short term interest rate futures with the Index. Profile of the Typical Investor The Sub-Fund is intended for Financially Sophisticated Investors. A Financially Sophisticated Investor means an investor who: (a) have knowledge of, and investment experience in, financial products which use complex derivatives and/or derivative strategies (such as the Sub-Fund) and financial markets generally; and (b) understand and can evaluate the strategy, characteristics and risks of the Sub-Fund in order to make an informed investment decision. In addition, investors must be able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles. 160
Leverage Risks Specific Risk Factors Although the notional amounts of the short term interest rate futures transactions that make up the Lynx Programme will be large in absolute terms (because such transactions have a short duration so that they are significantly less sensitive to movements in interest rates than longer term transactions), the diversification and risk limitation within the Lynx Programme are designed to ensure that no single component of the Lynx Programme will unduly influence its performance, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The Sub-Fund does not employ excessive risk via leverage to create returns. The leverage is a function of the use of short term interest rate futures transactions that make up the Lynx Programme. These specific risk factors should be read in conjunction with: - the section Risk Factors, as set out in the core part of the Prospectus, in particular the sections II. General Risk Factors (sub-sections a to i and k), III. Use of Derivatives, VI. Certain Hedging Considerations, VII. Specific Restrictions in Connection with the Shares and VIII. Market Disruption Events & Settlement Disruption Events ; and - the section of this Product Annex Investment Considerations below. Any past performance in relation to each Underlying Asset, the Index Selection Agent or the Lynx Programme should not be taken as an indication of the future performance of the Sub-Fund, the Underlying Assets, the Index Selection Agent or the Lynx Programme. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that neither the capital invested nor its respective amount are guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors could also bear all risks relating to the Hedging Asset as described under the section Risk Factors. Investment Considerations The investment considerations set out in this section are not a comprehensive list of all investment considerations. 1. Risks of the Lynx Programme The Index Selection Agent has agreed with the Index Sponsor to select the Transactions (as defined below) to be notionally comprised within each Index in accordance with its pre-determined and stated Lynx Programme. Although there is a certain level of monitoring of the type and size of the Transactions, no assurance can be given that the Index Selection Agent will follow the relevant Lynx Programme nor that the Lynx Programme followed by any Index Selection Agent will lead to any increase in an Index Closing Level. Furthermore, there are potential limitations to the Lynx Programme. In particular, the Lynx Programme may be based to some extent on previous trends in the relevant markets, but there is no guarantee that such trends will be repeated in the future. The Lynx Programme followed by the Index Selection Agent may also depend on Transactions being notionally realised at certain times and no assurance can be given that this will coincide with the time when the Indices are valued. In particular, the Transactions selected may have experienced significant volatility over the specified period. 2. Index Risk Factors The Indices offer exposure to Transactions and the performance of these Transactions is linked to the performance and volatility of the global currency, fixed income, equity and commodity markets. The Transactions notionally comprised within the Index are types of derivative transactions, meaning transactions which depend largely upon a relevant reference basis, in this case the relevant foreign exchange rates, equity markets, fixed income markets and commodity markets. While the Index Sponsor will seek to value transactions in accordance with inter bank standard market valuation procedures, the particular rates which prevail as between banks may change quickly and at times there may be inefficiencies in information available to banks which will affect the rates which are offered. As with other derivative transactions, a small movement in the reference basis (i.e. the relevant foreign exchange rates, equity markets, fixed income markets and commodity markets) may mean a large change in the value of the Transaction. In some cases this may represent a significant loss which may have an adverse effect on the level of the Indices. Interest rates are determined by factors of supply and demand in the international money markets which are influenced by macro economic factors, speculation and central bank and government intervention. Fluctuations in short term and/or long term interest rates may affect the value of the Shares. Fluctuations in interest rates of the currency in which the Shares are denominated and/or fluctuations in interest rates of the currency or currencies in which the Underlying Asset and/or the Hedging Asset are denominated may affect the value of the Shares. 161
Risks in equity markets are linked to the change of spot and forward prices of equities on the relevant stock exchanges. These changes can be specifically influenced by, among others, the relevant companies financial health, dividend yields, repurchase rates and other macro-economical factors. Prices of commodities are influenced by, among other things, various macro economic factors such as changing supply and demand relationships, weather conditions and other natural phenomena, agricultural, trade, fiscal, monetary, and exchange control programmes and policies of governments (including government intervention in certain markets) and other unforeseeable events. Over-the-counter (OTC) foreign exchange and currency option transactions are contracts linked to one or more foreign exchange rates. The OTC Transactions notionally referenced by the Index are types of derivative transactions, meaning transactions which depend largely upon a relevant reference basis, which in this case means the relevant foreign exchange rates. While the Index Sponsor will seek to value OTC Transactions in accordance with interbank standard market valuation procedures, the particular rates which prevail as between banks may change quickly and at times there may be inefficiencies in information available to banks which may affect the rates which are offered. As with other derivative transactions, a small movement in the reference basis (i.e. the relevant foreign exchange rates) may mean a large change in the value of the OTC Transaction. In some cases this may represent a significant loss which may have an adverse effect on the level of the Index. The markets in which foreign exchange and currency option transactions are traded may be highly volatile, particularly in relation to emerging or developing nations' currencies and, in certain market conditions, also in relation to developed nations' currencies. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods of time. Foreign exchange trading risks include, but are not limited to, exchange rate risk, interest rate risk, convertibility risk and potential interference by foreign governments through regulation of local markets, foreign investment or particular transactions in foreign currency. The Index Selection Agent may select On-Exchange Transactions (as defined below) to be notionally referenced by the Index and the value of such Transactions will reflect the risks related to actually trading in onexchange traded futures and options. Trading in on-exchange futures contracts and options will present similar types of volatility and leverage risks associated with transactions in derivative instruments related to the same underlying Investment Markets generally. In addition, such transactions present a number of risks which might not be associated with the purchase and sale of other types of investment products. Prior to exercise or expiration, a futures or option position is normally terminated by entering into an offsetting transaction. This requires a liquid secondary market on the exchange on which the original position was established. No assurance can be given that there will be a liquid secondary market for such instruments at any point in time. In the event there is not, it might not be possible to establish or liquidate a position. Any such risk will be reflected in the value associated with a Transaction. The liquidity of a secondary market in on-exchange futures contracts and options is also subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, governmental intervention, insolvency of a brokerage firm, clearing house or exchange or other disruptions of normal trading activity. The Investment Markets underlying the Transactions may be volatile and subject to sudden fluctuations of varying magnitude, and may be influenced by, among other things: government trade, fiscal, monetary and exchange control programmes and policies; national and international political and economic events; and changes in interest rates. The volatility of such markets may render it difficult or impossible to predict or anticipate fluctuations in the value of On-Exchange Transactions selected by the Index Selection Agent, which could result in losses. It may not always be possible to execute a buy or sell order on the relevant exchanges at the desired price or to liquidate an open position due to market conditions, including the operation of daily price fluctuation limits. If trading on an exchange is suspended or restricted, this is likely to have an adverse effect on the value of any On-Exchange Transaction traded on such exchange. Transactions in futures carry a high degree of risk as the "gearing" or "leverage" often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement can lead to a proportionately much larger movement in the value of the transactions. Futures transactions also involve a contingent liability such as the requirement to post margin. While trading in options generally involves risks, buying options may involve less risk than selling options because if the price of underlying assets moves against the option buyer, the option buyer may allow the option to lapse. The maximum loss may thus be limited to the premium plus any commission or other transaction charges. The risk in selling an option may be considerably greater than the risk in buying options because the option seller has the obligation to sell or purchase regardless of how far the market price has moved away from the exercise price. In a situation where the Index Selection Agent selects a sale of an option as a Transaction this may lead to correspondingly greater losses to the Index. 3. Index Selection Agent The Index Sponsor has appointed the Index Selection Agent to select Transactions, which together with any cash notionally realised on Transactions, will notionally comprise the relevant reference assets of the Indices. 162
The value of the Indices to a large extent will be determined by the changes in value of each of the Transactions notionally comprised in the Index. Fees in relation to the Index Selection Agent's appointment and services are as separately agreed between the Index Sponsor and the Index Selection Agent, and may comprise of a management fee and a performance fee. No assurance is given that the services of the Index Selection Agent will continue to be available to the Index Sponsor. However, the appointment can be prematurely terminated in the following circumstances further detailed in each Index description. When the Index Selection Agent Agreement terminates, there is no certainty that it will be renewed. The Index Selection Agent may also act for a number of parties other than the Index Sponsor. The Index Selection Agent may therefore be making decisions as to a number of different strategies or investments, not just those notional Transactions in respect of the Index. In some cases this may present conflicts of interest for an Index Selection Agent. 4. Index Suspensions If a Suspension Event occurs on any Index Business Day in relation to an Index, such Index will be cancelled and the Sub-Fund may be terminated. The value of each Index following a Suspension Event will be the value of such Index on the immediately preceding Index Business Day. 5. Currency Conversions and Associated Risks In relation to an Index the following currency conversions are made on a daily basis: (a) the assets notionally comprised within the Index are calculated in euro. These comprise Transactions, the net notional profits and losses of Transactions (including deductions of amounts in respect of notional realisation costs) and any notional Interest deemed to be earned thereon (as described in the Index Selection Agreement); (b) if the base currency of the Index is not euro, further conversions of certain Index values will then be made by reference to that currency. The conversions referred to above, mean that the value of any Index is affected by the fluctuations in the value of the currency of such Index. 6. Index Sponsor The sponsor of each Index is Deutsche Bank AG, London Branch or any successor in this capacity. The Index Sponsor is required to perform certain administrative functions in relation to each Index, including recording the Transactions selected by the Index Selection Agent in relation to the Index and making certain determinations in respect thereof. In particular, the Index Sponsor is required to confirm that proposed Transactions do not breach agreed exposure and other limits in the relevant Index Selection Agreement. The Index Sponsor shall also value the Transactions and calculate each Index value. The Index Sponsor has a number of discretions in relation to the Indices. In particular: (a) If a Force Majeure Event occurs, the Index Sponsor may adjust the calculation of an Index or postpone or cancel and permanently cease to calculate an Index. (b) If a lack of Capacity Reservation in respect of an Index or any other event would mean any part of an Index cannot be determined or the Swap Counterparty s hedging arrangements for the OTC Swap Transactions are affected, the Index Sponsor may adjust such Index or cancel and permanently cease to calculate such Index. (c) If fiscal, market, regulatory, juridical, financial circumstances or any other circumstances arise that would necessitate or make desirable a modification or change to an Index methodology, the Index Sponsor may make such modifications or changes. The exercise of the Index Sponsor s discretions in relation to the Indices may have a positive or negative impact on the Index performance. 7. Hedging Arrangements Deutsche Bank Entities may acquire or hold certain assets related to the Indices in order to meet obligations in respect of the OTC Swap Transactions (this is referred to as Hedging Arrangements ) or for any other purpose, but Deutsche Bank Entities are not required to do this. If they do, Deutsche Bank Entities will have certain rights as holders of such assets and will pursue actions and take steps that they deem appropriate to protect their own interests without regard to the consequences for investors in the Sub-Fund, subject always to its regulatory obligations. Hedging Arrangements will not be disclosed to investors in the Sub-Fund. 8. Leverage The Index may provide exposure to transactions in exchange traded futures and forwards. Transactions in futures and forwards involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The gearing or leverage often obtainable in futures or forwards trading, due to the low margins normally required, means that a relatively small movement in the price of a futures or forward contract may result in a profit or loss which is high in proportion to the amounts of funds actually placed as margin and may result in unquantifiable future losses exceeding any margin deposited. 163
9. Transactions and the Indices The Indices reflect the performance of certain transactions selected by the Index Selection Agent in accordance with the Index Description including the Lynx Programme. The performance of those transactions will influence the performance of the Indices which will therefore depend to a large extent upon the Lynx Programme. 10. No Endorsement of Index Selection Agent Deutsche Bank AG, London Branch does not endorse or otherwise recommend the Index Selection Agent or the Lynx Programme represented in each Index. 11. Conflicts of Interest of Deutsche Bank Entities Conflicts of interest may exist between the Index Sponsor and Deutsche Bank Entities acting in other capacities. In performing each of the various services in relation to the Indices, Deutsche Bank Entities do not act on behalf of, or accept any duty of care or any fiduciary duty. Each relevant Deutsche Bank Entity will pursue actions and take steps that it deems necessary or appropriate to protect its interests. The Index Selection Agent may be in possession at any time of information in relation to Transactions notionally composed in each Index. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. Deutsche Bank Entities shall be entitled to receive fees or other payments and exercise all rights which they may have in connection with Hedging Arrangements (as defined below). Deutsche Bank Entities may be in possession at any time of information in relation to the Index Selection Agent. 12. Deutsche Bank Entities as agents Deutsche Bank AG, London Branch and DB Affiliates (each a Deutsche Bank Entity ) provide various services in respect of the calculation of each Index and the Sub-Fund. The failure by a Deutsche Bank Entity to provide such services may jeopardise the performance of the Indices and the Sub-Fund. In particular, Deutsche Bank Entities fulfil the following roles: Index Sponsor: Duties include making determinations in relation to the Index Selection Agent, including monitoring certain risk limits and determining the Index Closing Level. Swap Counterparty: Deutsche Bank A.G. is the Swap Counterparty to the Sub-Fund in relation to the OTC Swap Transactions. Hedging Arrangements (as defined below) may be carried out in a number of ways which will not be disclosed. 13. Future Regulatory Changes Legal and regulatory changes could adversely affect the Index Sponsor, the Index Selection Agent and other parties in relation to the Indices and the Sub-Fund. Regulation of derivative transactions such as the Transactions is subject to change. In addition, many governmental agencies and regulatory organisations are authorised to take extraordinary actions in the event of market emergencies. Recent developments in the global markets have led to an increase in the involvement of various governmental and regulatory authorities in the financial sector. It is uncertain how a more rigorous regulatory climate may impact upon the value of Transactions notionally comprised in each Index. The effect of any future legal or regulatory change on any party in relation to the Indices or the Sub-Fund is not possible to predict, but could be substantial and adverse. 14. Political and Economic Factors Transaction values may be influenced by a number of circumstances, including but not limited to political events, general economic conditions, government intervention, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions and currency devaluations. Any such circumstance (or a combination of them) may cause unexpected volatility or illiquidity in the relevant markets. The Lynx Programme may fail to take account of such events and, as a result, investment losses may occur which may in turn have an adverse effect on the performance of the Sub-Fund. With respect to any emerging or developing nation, there is the possibility of nationalisation, expropriation or confiscation, political changes, government regulation, social instability or other developments (including war) which could affect adversely the economies of such nations or transaction prices. 15. Management Fee, Performance Fee and Administration Fee The calculation of each Index includes the deduction of a Management Fee, a Performance Fee and an Administration Fee. Each of these deductions will mean that each Index Closing Level is less than would be the case if no fees were deducted. 16. Indemnities and Fees Various parties in relation to the Sub-Fund and related hedging arrangements will receive certain fees for acting in such capacities, regardless of the performance of the Indices. 164
General Information Relating to the Sub-Fund Reference Currency EUR Minimum Net Asset Value EUR 50,000,000. Offering Period Launch Date Termination Subscription and Redemption deadline Transaction Day Valuation Day Settlement Product Business Day Investment Manager Index Selection Agent Swap Counterparty Swap Calculation Agent The Offering Period will start on 7 February 2011 and end on 17 February 2011, or such earlier or later dates as the Board of Directors may determine. Means 18 February 2011 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time at its sole discretion. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide, in its sole discretion, to terminate the Sub-Fund in accordance with Chapter General Information on the Company and the Shares of the core part of the Prospectus (Section II.d.), and inter alia if: (i) (ii) the Net Asset Value of the Sub-Fund is below the Minimum Net Asset Value; the Index Sponsor ceases to calculate an Index Level for any reason; (iii) the appointment of the Index Selection Agent is terminated for any reason pursuant to the Index Selection Agreement; or (iv) an OTC Swap Transaction is terminated for any reason. Means 3:00 p.m. (Luxembourg time) one Product Business Day prior to the relevant Transaction Day. Means daily, on each Product Business Day. Means the second Product Business Day following each Transaction Day. Subscription and redemption orders will be settled four Product Business Days following the relevant Transaction Day. Means a day (other than a Saturday or a Sunday) on which: commercial banks and foreign exchange markets are open for normal business in Luxembourg, New York, Frankfurt am Main and London; the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and each Clearing Agent is open for business. State Street Global Advisors Limited. Lynx Asset Management AB. Deutsche Bank AG, acting through its London branch. Deutsche Bank AG, acting through its London branch. 165
Description of the Shares Form of Shares I1C I2C Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price EUR 100 USD 100 ISIN Code LU0551229460 LU0551230633 German Identification Number (WKN) A1C7N9 A1C7PA Minimum Initial Subscription Amount 100 Shares 100 Shares Minimum Subsequent Subscription Amount 1 Share 1 Share Minimum Redemption Amount 1 Share 1 Share Management Company Fee 1 0.05% p.a. 0.05% p.a. Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) Taxe d Abonnement 0.01% p.a. 0.01% p.a. Upfront Subscription Sales Charge during/after 2 Up to 2% Up to 2% the Offering Period 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Share Class. The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Share Class. 166
Share Class Portfolio General Description of the Share Class Portfolios Each Share Class is linked, via an OTC Swap Transaction to performance of a Share Class Portfolio which reflects the performance of an investment in the USD Index or the EUR Index, as appropriate, and the relevant Cash Deposit. Each Share Class Portfolio is denominated in the currency of the related Share Class. The only difference between each Share Class Portfolio is that they are each denominated in a different currency which matches the currency of the relevant Share Class. As a result of differences in the base currency, there may be differences between the performances of each of the Share Class Portfolios, which are expected to be minor. The value of each Share Class Portfolio will be calculated by the Swap Calculation Agent on each Product Business Day. The value of a Share Class Portfolio on the Launch Date will be equal to the Initial Issue Price of the related Share Class multiplied by the number of Shares of such Share Class which are issued in respect of the Launch Date. Following the Launch Date, the value of a Share Class Portfolio will be determined based on the performance of the relevant Index, and the accrual of interest on the relevant Cash Deposit. The performance of the relevant Share Class Portfolio (i) may be positive or negative, (ii) is calculated using standard market practices for pricing and settlement of transactions in the global currency, fixed income, equity markets and commodity markets and (iii) will depend amongst others upon changes in market variables including exchange rates, interest rates and movements of equity stock and commodity markets and/or the volatility of each of the markets mentioned above. As a consequence of (i) the difference in the Benchmark Rate (as defined below) for each Share Class Portfolio and (ii) the differences between the currencies of the Indices referred to in the paragraph above, the performance of each Share Class Portfolio will not be the same. For example, if EONIA is 1.00% and USD Federal Funds Rate is 1.25%, the difference between the two interest rates will positively impact the Share Class Portfolios which are denominated in USD compared to those denominated in Euro. The cost of providing collateral referred to above in the ninth paragraph under Investment Objective and Policy (the Collateral Cost ) is deducted from the performance of each Share Class Portfolio. The Collateral Cost as at the Launch Date is 0.15% p.a., calculated on the basis of the value of the relevant Share Class Portfolio. The Collateral Cost is subject to adjustment by the Swap Calculation Agent, depending upon the cost to the Swap Counterparty of posting collateral in accordance with the applicable UCITS regulations. Investors in the Sub-Fund will be notified of any adjustment to the Collateral Cost. Each of the Share Class Portfolios and the Cash Deposits are notional in nature: the Swap Counterparty is not obliged to hold any particular assets in order calculate each of them. Cash Deposit Each Share Class Portfolio will notionally invest in a Cash Deposit denominated in the same currency as the currency of the related Share Class. For each Share Class Portfolio, interest accrues daily (on a compound basis) on the relevant Cash Deposit at the relevant rate (the Benchmark Rate ) plus the relevant spread (the Spread ). The Spread applicable to each Share Class as at the Launch Date (the Initial Spread ) and each Benchmark Rate are set out in the table below. The sum of the relevant Benchmark Rate and the related Spread is floored at zero per cent. The Spread is subject to adjustment by the Swap Calculation Agent, depending upon funding rates available to the Swap Counterparty. Investors in a Share Class will be notified of any adjustment to the relevant Spread. Each Cash Deposit on the Launch Date is equal to the Initial Issue Price multiplied by the number of Shares issued in respect of the relevant Share Class. Thereafter, each Cash Deposit will be increased when there are further subscriptions in respect of the related Share Class and decreased when there are redemptions in respect of the related Share Class. Share Class Benchmark Rate Spread I1C EONIA Minus 0.25% p.a. I2C USD Federal Funds Rate Minus 0.25% p.a. EONIA means the overnight rate for the Euro-zone interbank Euro money market (Reuters page EONIA ). USD Federal Funds Rate means the Federal funds overnight rate for deposits in U.S Dollars (Reuters page FEDFUNDS1 ). 167
Termination of a Share Class Portfolio If the Swap Calculation Agent determines that a Minimum Threshold Event has occurred in respect of a Share Class Portfolio, then that Share Class Portfolio shall be deemed to be terminated (a Share Class Portfolio Termination Event ) and the level of the relevant Index shall be zero. A Minimum Threshold Event will occur when the value of the relevant Share Class Portfolio is near to zero, and the consequent termination of the Share Class Portfolio and the associated Index is designed to reduce the risk that the Swap Counterparty incurs any loss on the unwind of any Hedging Arrangements relating to such Index. Such losses would be caused by the fact that the Swap Counterparty s payment obligation under the OTC Swap Transactions is floored at zero but the Hedging Arrangements may have a negative value to the Swap Counterparty upon such an unwind. Investors will be notified of the occurrence of a Minimum Threshold Event. Such notice will include details in relation to the applicable Risk Buffer Factor. Minimum Threshold Event means that the value per Share of a Share Class Portfolio on any Index Business Day (as defined below) has decreased to, or below, the Risk Buffer Amount. Risk Buffer Amount means an amount (expressed in the currency of the relevant Share Class Portfolio) equal to the Initial Issue Price multiplied by the Risk Buffer Factor. Risk Buffer Factor means, in respect of a Share Class Portfolio and as of an Index Business Day the maximum of: (i) 3 months annualised volatility in respect of such Index Business Day of the relevant Index divided by 6.67; (ii) the maximum percentage increase or decrease of the Index Closing Level of the relevant Index over the immediately preceding 25 Index Business Days; and (iii) 1.50 per cent, provided that (a) the Risk Buffer Factor in respect of the first ten Index Business Days from the Launch Date shall be deemed to be 1.50% and (b) the annualised volatility for each Index for the first three calendar months following the Launch Date shall be deemed to be 6.67. General Description of the Indices This section is a brief overview of the Indices. It contains a summary of the principal features of the Indices and is not a complete description. Please refer to the full description of each Index (each an Index Description ) which is available to investors upon request at the Company s registered office and at the registered office of the Distributor. In the event of a discrepancy between information provided in this Product Annex and the information contained in the relevant Index description, the Index description shall prevail. General Each Index is a proprietary index of Deutsche Bank AG, acting through its London branch, which acts as the sponsor (the Index Sponsor ). Each Index is a financial index which is constructed and managed in accordance with a rules-based methodology and offers exposure to global markets in futures and forward contracts. The objective of each Index is to replicate the performance of a systematic investment strategy applied to the global markets in futures and forwards Index Composition Each Index represents the performance of certain Transactions (as defined below), which are exchange traded futures and options in relation to certain financial instruments, currencies, interest rates, commodities and equity indices traded on certain exchanges (each an On-Exchange Transaction ) in each case selected by the Index Selection Agent. Each Index may include an allocation to cash and cash equivalents. The Transactions selected by the Index Selection Agent will be notionally allocated to each Index. A value will be calculated in respect of each selected Transaction. The value calculated in respect of a Transaction will reflect the performance of that Transaction. Each Transaction is selected by the Index Selection Agent in accordance with the Lynx Programme (the Strategy, as described below) and in accordance with the relevant Index Description. Each Index is required to comply with certain restrictions in terms of their composition in accordance with the relevant UCITS regulations. These restrictions include that (i) minimum number of Transactions comprised in each Index is five and (ii) the maximum allocation to any single Transaction is 20%, provided that the allocation to one Transaction can be 35%. The allocations in respect of any Transactions on commodities will be combined for the purposes of calculating the maximum permitted allocation if the relevant Transactions are in respect of commodities which have shown a high level of correlation (over 0.75) historically. The Index Sponsor calculates the correlation in respect of the commodities which the Index Selection Agent is permitted to select on an annual basis. 168
Transactions The On-Exchange Transactions to which each Index is notionally linked are derivative contracts such as futures and options made on certain Permitted Exchanges (as defined below) in relation to certain currencies, interest rates, commodities and equity indices (each an Investment Market). Such transactions are not individually negotiated and are subject to the rules of the relevant exchange. Such transactions are traded on international regulated exchanges and may include futures or options in relation to any Investment Market. Each of the On-Exchange Transactions and each of the Investment Markets have different characteristics and different risks. Permitted Exchanges means the exchanges as agreed between the Index Selection Agent and the Index Sponsor from time to time. Valuation and Index Level Each Index is "notional" in nature. This means that the Index Sponsor is not obliged to hold any particular assets in order to calculate each Index. Each Index merely reflects the performance of the Transactions notionally allocated to it. If the Transactions notionally comprised in each Index perform well and increase in value, this will have a positive effect on each Index Closing Level and, if they perform badly and decrease in value, a negative effect. Each Index is established as of the day on which a Share Class denominated in the currency of such Index is first launched (each such day, an Index Establishment Date ), or if that day is not an Index Business Day, the following Index Business Day. Index Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City and on which TARGET2 (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open. On each Index Business Day following the Index Establishment Date (a Current Index Business Day ), the Index Sponsor shall calculate the closing level of each Index (each an Index Closing Level ) by reference to the value of the On-Exchange Transactions comprised in each Index on such Index Business Day. The value of any On-Exchange Transaction notionally referenced in each Index will be determined by reference to the performance of the underlying asset or reference basis for that On-Exchange Transaction. As of the Index Establishment Date, each Index Closing Level is 100 denominated in the currency of the relevant Share Class. Suspension Events and Force Majeure Events The Index Sponsor shall determine if a Suspension Event occurs in respect of an Index. If it does, then the Index Sponsor shall permanently cease to calculate the closing level for such Index and the Index shall be cancelled and the Board of Directors may decide to terminate the Sub-Fund. The value of such Index following a Suspension Event will be the value of such Index on the immediately preceding Index Business Day (or, in the case of a Suspension Event due to the nonavailability of the value of the Index for a period of 10 consecutive Index Business Days, the Index Business Day immediately preceding the first Index Business Day upon which the value of such Index is not available). If a Force Majeure Event (as defined below) or certain other similar events occur, the Index Sponsor may adjust an Index, amend the methodology of an Index, delay the calculation of the value of an Index, or cancel and permanently cease to calculate an Index. These provisions are included to deal with situations in which it would become difficult or impossible for the Index Sponsor to calculate an Index or for the Swap Counterparty to carry on any hedging arrangements in relation to the OTC Swap Transactions. Upon the occurrence of a Suspension Event or a Force Majeure Event the Board of Directors may decide to redeem all of the Shares of the relevant Share Class in the circumstances described under II.d. Termination of Sub-Funds in the section General Information on the Company and the Shares of the Prospectus Suspension Event means the Index Sponsor is unable to calculate and publish the value of an Index for any reason or the value of an Index is otherwise unavailable for a period of ten consecutive Index Business Days. Force Majeure Event means events beyond the control of the Index Sponsor, such as natural or man-made disaster or acts of terrorism or systems failures which prevent the Index Sponsor from carrying out procedures in relation to an Index. Fees Each Index provides for the deduction of certain fees as follows (i) a fee deducted for Index Selection Agent of 0.70% p.a. of the Notional Allocation (the Index Selection Agent Fee ); (ii) a fee deducted for the Swap Counterparty of 0.69% p.a. of the Notional Allocation (the Administration Fee ); 169
(iii) a performance fee of 20% of the positive performance (net of the Index Selection Agent Fee) of the relevant Index (the Performance Fee ). Each of these fees will be calculated daily and be deducted from each Index quarterly. The Index Selection Agent Fee and the Performance Fee are deductions made to reflect fees due to the Index Selection Agent and the Administration Fee is a deduction for the benefit of Deutsche Bank. The deduction of such fees means that each Index Closing Level will be lower than would be the case if no fees were deducted. Notional Allocation means the amount which is notionally invested in the EUR Index or the USD Index, as appropriate. When the amount invested in the EUR Index or the USD Index increases, the Notional Allocation in respect of the EUR Index or the USD Index increases and when the amount invested in the EUR Index or the USD Index decreases the Notional Allocation in respect of the EUR Index or the USD Index decreases. The Notional Allocation will also be adjusted quarterly to take into account gains or losses made in respect of the EUR Index and the USD Index. Determinations by the Index Sponsor All determinations made by the Index Sponsor in respect of the Indices will be made by it in good faith and acting in a commercially reasonable manner and will be made by reference to one or more factor(s) which the Index Sponsor may determine are appropriate. Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, London Branch, will perform its own calculation of each of the Index values, including the Index Closing Levels. In the event of any inconsistency in the calculations of a Index Closing Level by the Index Sponsor and DBIQ, the Index Sponsor and DBIQ shall seek to resolve these promptly. Subject to having resolved any such inconsistencies, the Index Closing Level will be published by DBIQ. Any determination of the Index Sponsor and DBIQ will be final, conclusive and binding on all parties unless there is a manifest error. Change in the Methodology of a Index No assurance can be given that fiscal, market, regulatory, juridical, financial or, without limitation, any other circumstances will not arise that would, in the view of the Index Sponsor, necessitate or make desirable a modification or change to the methodology used to calculate a Index Closing Level. In this case, the Index Sponsor shall be entitled to make any such modification or change. Without limitation, such circumstances may include a Redenomination in relation to any currency used in connection with the calculation of the relevant Index. The Index Sponsor may also make modifications to the terms of any Index in any manner that it deems necessary. Such modifications may include, without limitation, any modification to correct any manifest or proven error or to cure, correct or supplement any defective provision contained in the relevant Index. The Index Sponsor will make available any such modification or change and the effective date thereof as specified below. Redenomination means that any country associated with a currency used in connection with the calculation of a Index participates in the third stage of European economic and monetary union and this was not the case as of the Index Establishment Date. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Description of the Index Selection Agent The information contained in this section has been provided by the Index Selection Agent and has not been independently verified by the Fund, the Management Company, Deutsche Bank AG or any other person. Accordingly, the Index Selection Agent assumes the responsibility for the accuracy, completeness and applicability of such information. The Index Selection Agent, Lynx Asset Management AB, was formed in 1999 by Jonas Bengtsson, Svante Bergström and Martin Sandquist. Between 1996 and 1998, the managers made up the Proprietary Trading unit within Nordbanken where they built the foundation of what later became the Lynx programme. Finansinspektionen (the Swedish Financial Supervisory Authority) gave Lynx Asset Management a license to conduct fund management and other business activities on 19 April 2000 and on 1 May 2000 the Lynx Fund was founded. As of 31 August 2010 Lynx Asset Management had approximately USD 2.3bn in assets under management. Lynx Asset Management AB is owned 60% by Jonas Bengtsson, Svante Bergström and Martin Sandquist and 40% by Brummer & Partners AB. Brummer & Partners is a leading Scandinavian hedge fund group with about USD 9.2bn in assets under management as of 31 August 2010. In total, the group employs more than 200 people and has offices in Stockholm, Helsinki, Oslo, 170
London, New York, Singapore, Dhaka and Hamilton. Brummer & Partners was one of the founding signatories of the Hedge Fund Standards Board. The Index Selection Agent s business is to run the Lynx Programme, a 100% systematic investment strategy that involves the use of quantitative methods to predict price movements in the financial markets. The number of employees has been increasing steadily and the company has a team of 29 people as of October 2010. Most of the employees are engaged in the development of new quantitative strategies and system development. Non-front office tasks are outsourced to B & P Fund Services AB. B & P Fund Services offers a comprehensive infrastructure in the areas of distribution, fund administration, risk measurement, legal & compliance and investor services to the fund management companies within the Brummer & Partners group. B & P Fund Services AB is a wholly owned subsidiary of Brummer & Partners and is subject to supervision by the Swedish Financial Supervisory Authority as a securities company as defined in the Swedish Securities Market Act (2007:528). The company has approximately 100 employees. Description of the Lynx Programme The information contained in this section has been provided by the Index Selection Agent and has not been independently verified by the Sub-Fund, the Management Company, Deutsche Bank AG or any other person. Accordingly, the Index Selection Agent assumes the responsibility for the accuracy, completeness and applicability of such information. The object of the Lynx programme s activities is to generate a high, risk-adjusted return A further goal is for the return generated by the programme to have a low correlation with the stock and bond markets. This means that the value of the programme s holdings can increase or decline, regardless of the performance of, for example, stock and bond markets. During the Lynx programme s first 10 year of history the correlation to a global stock index (MSCI World) was around 0.3. The negative correlation means that Lynx has been an excellent part of a traditional portfolio containing stocks and bonds. The programme s main approach is systematic trend following applied to a broadly diversified portfolio of markets. Further diversification is achieved by using models over multiple time frames, with holding periods varying from a couple of hours up to a year or more. The programme also utilises contrarian models in an attempt to achieve better risk-adjusted returns and enhance performance in a non-trending market environment. Intermarket models use other inputs than the price in the market itself, for example, to identify instances where movements in one market may cause a high probability of a forecast movement in another market. There is also a short-term module where trades are held from a few hours to two days. In total, the programme employs 26 models as of October 2010. In aggregate, these models are used to make quantitative analyses of price fluctuations on the market. They are designed to identify market situations in which there is an enhanced probability that future price changes will be in a certain direction. By using different models in conjunction with each other on each market, the programme can generate a more stable risk-adjusted return than a pure trend following strategy. Risk management is an integrated and key feature in the investment process Risk management and the minimization of each investment s maximum loss are integral components of the models and automated stop-loss mechanisms are a feature of each recommended trading signal. The Index Selection Agent focuses on diversification and portfolio construction. As of October 2010, 26 different models are applied to some 65 futures markets in four sectors; stock indices, fixed income, currencies and commodities.the models have different characteristics and are put together into the portfolio to create a robust system with attractive return and risk characteristics. Position sizes are determined based on correlations with other markets. The risk utilization in the programme changes dynamically over time depending on what signals are triggered by the models. In addition to built-in stop-loss mechanisms, the programme also uses three parallel VaR-models with limits on instrument, asset class and total portfolio level. The implementation of the programme is fully systematic. The proprietary models generate buy and sell signals that are executed directly into the electronic markets using internally developed algorithms. A 24 hours staffed trading desk makes sure that all the systems are functioning properly and that signals are valid and executed correctly. This quantitative and systematic approach enables the Index Selection Agent to make extensive analyses in areas such as risk measurement and management, risk control and the limitation of market risk. The Index Selection Agent holds the view that the way markets function will change with time. Consequently, it is important to carry out continuous research to improve the models used in the asset management process. The Index Selection Agent has a large team of researchers, whose task it is to develop new strategies and models to be used in the programme. 171
PRODUCT ANNEX 14: DB PLATINUM IV CORPORATE CASH The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a money market return. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in liquid euro denominated shares, all in accordance with the Investment Restrictions (as defined in the Prospectus). The equity market risk of such investment will be hedged right away by the adequate derivative contract, i.e. the shares will be sold forward for a period of in general 1 week up to 3 months. The difference between the spot price of the share and the forward price of the share will generate a money market return, that will depend on the then prevailing Euribor M rate minus a spread. Euribor is the interest rate for inter-bank deposits of a certain maturity (Euribor M) made in the Euro zone. For the forward sales made by the Sub-Fund, the relevant Euribor M rate and corresponding weights will depend on the time to maturity and size of the derivative transactions concluded by the Management Company, which is DB Platinum Advisors, for the shares held by the Sub-Fund. In general, the Euribor M will range between 1 week and 3 months depending on liquidity considerations, volatility of interest rates and expected corporate actions of the shares the Sub- Fund is invested in. Such investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The investors should note that the value of their investment could fall as well as rise due to changes in short term interest rates and they should know that there is no guarantee that they will recover their initial investment, although it is the intention of the Sub-Fund to provide for a capital protection. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. 172
The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. The Sub-Fund may also use the shares in securities lending transactions and will collateralise such transactions. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV Corporate Cash sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a low risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period Launch Date Index Business Day Product Business Day Investment Manager See Description of Shares. Euro 20,000,000. The Offering Period will start on 6 th March 2006. The final date of the Offer Period will be 3 rd April 2006 or such earlier or later date as the Board of Directors may determine. Means 3 rd April 2006 the final date of the Offering Period or if such day is not a Product Business Day, the immediately following Product Business Day or such earlier or later date as the Board of Directors may determine. N/A. Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt am Main and London; and (ii) each Clearing Agent is open for business. N/A 173
Form of Shares Description of the Shares Classes R1C I1C I2C Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 1,000 EUR 10,000 EUR 10,000 Authorised Payment Currency 1 EUR EUR EUR German Security Identification Number (WKN) A0H026 A0H028 A0M9W8 ISIN Code LU0241438489 LU0241444453 LU0336333439 Minimum Initial Subscription Amount 1 Share 1 Share 1 Share Management Company Fee 2 Up to 2% annually Up to 2% Annually Up to 2% Annually Fixed Fee 0.0042% per month (0.05% p.a.) 0.0042% per month (0.05% p.a.) 0.0042% per month (0.05% p.a.) Conversion Charge 3 Up to 1.00% Upfront Subscription Sales Charge during / after the Up to 1.00% Up to 1.00% Up to 1.00% Offering Period 4 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 4 The Upfront Subscription Sales Charge during, respectively after, the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively of the Net Asset Value of the relevant Classes. 174
PRODUCT ANNEX 15: DB PLATINUM IV - RICI INDEX FUND The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Additionally, investors should refer to the section Specific Risk factors in this Product Annex. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Rogers International Commodity Index or RICI (the Index as described below under General Description of the Underlying Asset ). The Sub-Fund does not intend to make dividend payments. The Index is intended to reflect the performance of a basket of commodities consumed in the global economy, ranging from agricultural to energy and metals products. RICI aims to be an effective measure of the price action of raw materials around the world. Indeed, the index s weightings attempt to balance consumption patterns worldwide (in developed and developing economies) and specific commodities liquidity. The RICI is a composite, US-Dollar based, total return index, designed by James B. Rogers on July 31 st, 1998. Total return index means that the cash remaining in connection with replicating the Index via financial instruments (e.g. futures) is invested on the money market and the proceeds are reinvested into the Index. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities with investment grade or equivalent long-term credit ratings issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles having a rating (or invested in rated bonds), whereby the rating of such special purpose vehicle or the bonds underlying it upon the investment - is an investment grade rating by a recognized rating agency, and/or potentially some cash deposits with financial institutions with investment grade or equivalent long-term credit ratings. The Sub-Fund will also use derivative techniques such as index swap agreements negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment Restrictions. The purpose of the OTC swap transactions is to exchange the expected performance, on the trade date, of the transferable securities the Sub-Fund invests in against the performance of the Underlying Asset. The investors do not bear any performance or currency risk of the transferable securities. The Share Classes with an Authorised Payment Currency different than US Dollar, will enter into a foreign exchange hedge, aim of which is to protect the Share Class against the fluctuations of the Authorised Payment Currency of each Share Class against the US Dollar. Such hedge will be done with foreign exchange swaps. These foreign exchange swaps are expected to be concluded only once a month with a maturity of one month. As a result, the foreign exchange exposure arising from the increase or decrease in value of the Index during two rolls will not be hedged and has to be borne by the investors. The value of the Sub-Fund's Shares is linked to the Index, the performance of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The Sub- Fund will have to make a payment to the Swap Counterparty in the event that the Index decreases in value, such payment being equivalent to the negative performance of the Index. This payment will be made from the proceeds and, as the case may be, the partial or total disposal of the transferable securities the Sub-Fund has invested in. The investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub- Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS 175
regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. In addition to the costs of the respective Share Classes listed up below, the replication of the Index will entail costs of between 0.50% to 1.50% per annum which will accrue on a daily basis. The Sub- Fund performance will therefore be lower than the Index performance. These costs are determined by the Swap Calculation Agent and are charged via the swap. The Index replication costs cover the internal cost of the Swap Counterparty for replicating the Index. Those costs vary according to, but not limited to, the Index reallocation frequency, the bid/offer spread of the financial instruments constituting the Index. In addition, the foreign exchange hedge may lower the Sub-Fund Share Class performance in comparison to the Index performance. Such impact, positive or negative, will mainly depend on the difference between the short term interest rates of the Authorised Payment Currency and those of the US Dollar. As an example, in case of higher short term interest rates of the Authorised Payment Currency in comparison to the US Dollar, the foreign exchange hedge can be expected to increase the Sub-Fund performance in comparison to the Index performance. In the case of a lower interest rate of the Authorised Payment Currency in comparison to the US Dollar, the foreign hedge can be expected to decrease the Sub-Fund performance in comparison to the Index performance. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of Typical Investor An investment in the DB Platinum IV - RICI Index Fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under Typology of Risk Profiles. Specific risk factors These specific risk factors should be read in conjunction with the section Risk Factors, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the core part of the Prospectus. Specific Risk of Commodities and Commodities Futures Prices of commodities are influenced by, among other things, various macro economic factors such as changing supply and demand relationships, weather conditions and other natural phenomena, agricultural, trade, fiscal, monetary, and exchange control programmes and policies of governments (including government intervention in certain markets) and other unforeseeable events. Commodity futures markets are highly volatile and are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies designed to influence commodity prices, world political and economic events, and changes in interest rates. Moreover, investments in futures and options contracts involve 176
additional risks including, without limitation, leverage (margin is usually only 5-15 per cent. of the face value of the contract and exposure can be nearly unlimited). Key person risk James B. Rogers has a dominant role within the RICI Committee. Accordingly, in case James B. Rogers ceases to be chairman of the RICI Committee, there is a risk that the Index is terminated or that the other members do not agree on a decision making procedure. This risk is mitigated by the fact that all members have strong interests to keep the Index in existence. Specific Risk Warning Investors should note that the Sub-Fund is not capital protected or guaranteed and that the capital invested or its respective amount are not protected or guaranteed and investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investors will also bear all risks relating to the Hedging Asset as described under the section Risk Factors. General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value See Description of Shares. Euro 15,000,000. Offering Period The Offering Period for the I1C-E share classe will start on 5th June 2006 or, on the first Business Day as of when the Sub-Fund is authorized by the CSSF and public distribution of the Sub-Fund is authorized in Germany. The final date of the Offering Period will be 6th June 2006 or such earlier or later date as the Board of Directors may determine. The Offering Period for the R1C-E share class will start on 2nd August 2006 or, on the first Business Day as of when the Sub-Fund is authorized by the CSSF and public distribution of these share classes is authorised in Germany. The final date of the Offering Period for the R1C-E share class will be 15th August 2006 or such earlier or later date as the Board of Directors may determine. The Offering Period for all the other share classes will be determined by the Board of Directors. Launch Date Index Business Day Product Business Day With regards to the I1C-E share class it means 7th June 2006 or the final date of the Offering Period or if such day is not a Business Day, the immediately following Business Day. With regards to the R1C-E share class it means 16th August 2006 or the final date of the Offering Period or if such day is not a Business Day, the immediately following Business Day. With regards to the other share classes the Launch Date will be determined by the Board of Directors. Means a day on which all United States-based exchanges that list futures contracts included in the RICI are open for business (including halfday opening). The four reference-exchanges are: - Chicago Board Of Trade (http://www.cbot.com) - Chicago Mercantile Exchange (http://www.cme.com) - New York Board Of Trade (http://www.nybot.com) - New York Mercantile Exchange (http://www.nymex.com). Means a day (other than a Saturday or a Sunday) on which: (i) commercial banks and foreign exchange markets are open and settle payments in Luxembourg, London, Tokyo, New York, Geneva and Frankfurt am Main; and (ii) each Clearing Agent is open for business. 177
Transaction Day Investment Adviser/ Investment Manager Means a Luxembourg Banking Day on which subscriptions for, conversions from and redemptions of Shares can be made in order to be dealt with by the Administrative Agent, as described under Issue of Shares and Subscription ; The applicable dead-line to consider applications received the same day is 11:00 a.m. Any applications received by the Registrar and Transfer Agent after such deadline on a Transaction Day will be deferred to the next Transaction Day and processed on the basis of the Net Asset Value per Share calculated on the Valuation Day that corresponds to such next Transaction Day. Deutsche Bank AG acting through its London branch has acted as Investment Adviser to the Sub-Fund since its inception until 12 November 2007. The Management Company has appointed State Street Global Advisors Limited to act as Investment Manager to the Sub-Fund with effect as of 12 November 2007 (see under Certain Transitional Arrangements in the Prospectus, under the section Management and Administration of the Company ). 178
Form of Shares Description of the Shares Classes R1C-E Diapason I1C-U Diapason I1C-E Diapason I1C-C Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100 USD 100 EUR 100 CHF 100 Authorised 1 Euro, USD, SGD USD, SGD Euro, USD, SGD Swiss Franc, USD, SGD Payment Currency German Security Identification Number (WKN) A0JD10 A0JD14 A0JD15 A0JD16 ISIN Code LU0246668163 LU0246669211 LU0246669484 LU0246669724 Minimum Initial Subscription Amount 1 Share 1 Share 1 Share 1 Share Management 2 1.26% annually 1% annually 1% annually 1% annually Company Fee Fixed Fee Up to 0.012% per month (0.14% p.a.) Up to 0.012% per month (0.14% p.a.) Up to 0.012% per month (0.14% p.a.) Up to 0.012% per month (0.14% p.a.) Redemption 3 Up to 2% N/A N/A N/A Charge Conversion Charge 4 Up to 1% Upfront Subscription Sales Charge during / after the Offering Period 5 Up to 5% N/A N/A N/A 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Redemption Charge, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 5 The Upfront Subscription Sales Charge during, respectively after, the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively of the Net Asset Value of the relevant Classes. 179
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. The Rogers International Commodity Index, or RICI, (the "Index ) is intended to reflect the performance of a basket of commodities consumed in the global economy, ranging from agricultural to energy and metals products. RICI aims to be an effective measure of the price action of raw materials around the world. Indeed, the index s weightings attempt to balance consumption patterns worldwide (in developed and developing economies) and specific commodities liquidity. All business assessments and decisions regarding the calculation, composition and management of the index are formulated and enacted by the RICI Committee which is chaired by Mr James B. Rogers. The index is designed to offer stability, partly because it is broadly based and consistent in composition. The Index was founded and is solely owned by James B. Rogers. Index Composition The value of the basket of commodities is tracked via futures contracts on different exchangetraded physical commodities (35 at the time of writing of the prospectus), quoted in different currencies (4 different currencies at the time of writing of the prospectus), listed on different exchanges and countries (respectively 10 and 5 at the time of writing of the prospectus). The contracts chosen for the basket of commodities that constitute the RICI are required to fulfil various conditions. Exchanges and non-traded items All commodities included in the RICI must be publicly traded on recognized exchanges (as listed up below) to insure ease of tracking and verification. Additionally, the RICI does not and will not include non-traded items such as hides or tallow. The fourteen recognized, international exchanges by the RICI Committee are: 1. Chicago Mercantile Exchange USA 2. Chicago Board Of Trade USA 3. New York Board Of Trade USA 4. New York Mercantile Exchange USA 5. Winnipeg Commodity Exchange Can 6. International Petroleum Exchange Uk 7. London Metal Exchange Uk 8. Sydney Futures Exchange Aus 9. Fukuoka Futures Exchange J 10. Central Japan Commodity Exchange J 11. Osaka Mercantile Exchange J 12. The Tokyo Commodity Exchange J 13. Tokyo Grain Exchange J 14. Yokohama Commodity Exchange J General commodity eligibility A commodity will be considered fit to be included in the index if it plays a significant role in worldwide (developed and developing economies) consumption. Worldwide consumption is measured via tracking international imports/ exports patterns, and domestic consumption environments of the world s prime commodity consumers. Only raw materials that reflect the current state of international trade and commerce are eligible to become a RICI commodity. Commodities that are merely linked to national consumption patterns will not be considered. The RICI is not related to commodities production data of any sort. Commodity screening process 180
Data of private and governmental providers concerning the world s top consumed commodities is actively monitored and thoroughly analyzed by the members of the RICI Committee, throughout the year. To obtain the most accurate picture of international commodities consumption, a wide range of sources on commodities demand and supply is consulted. The findings of this complex research undertaking are then condensed into the different commodities contracts weightings of the RICI. Contract characteristics In order to decide whether a specific commodity contract is actually investable, the RICI Committee screens the extensive volume and liquidity data of international exchanges, published on a regular basis by the American Futures Industry Association (Washington DC, United States); additionally individual exchange data on contracts can be included in the process. If a commodity contract trades on more than one exchange, the most liquid contract globally, in terms of volume and open interest combined is then aimed to be selected for inclusion in the index, taking legal considerations into account. Beyond liquidity, the RICI Committee is dedicated to include the contract representing the highest quality grade of a specific commodity. RICI commodity contracts epitomize international liquidity and quality choice. Index Currency The Index is expressed in US Dollars. Index rebalancing At the close of the last business day of each month, the index components have the following weights: Index components Weight Index components Weight Crude oil 35.00% Platinum 1.80% Wheat 7.00% Lean hogs 1.00% Corn 4.75% Cocoa 1.00% Aluminium 4.00% Nickel 1.00% Copper 4.00% Tin 1.00% Cotton 4.00% Rubber 1.00% Heating oil 3.00% Lumber 1.00% Unleaded gasoline 3.00% Soybean meal 0.75% Natural gas 3.00% Canola 0.67% Soybeans 3.00% Orange juice 0.66% Gold 3.00% Rice 0.50% Live cattle 2.00% Oats 0.50% Coffee 2.00% Azuki beans 0.50% Zinc 2.00% Palladium 0.30% Silver 2.00% Barley 0.27% Lead 2.00% Greasy wool 0.25% Soybean oil 2.00% Raw silk 0.05% Sugar 2.00% Total 100.00% These are the Initial Weighting. The weight of each component can vary during the month according to its relative performance compared to the other components, but will be rebalanced to the Initial Weighting at the close of the last business day of each month. The rebalancing of the Index back to the Initial Weighting each month within one year bears the risk that there is a risk that adverse price movements of Index Components that last over a longer period than one month will result in a much higher risk of loss than it would have been the case without such rebalancing. Changes in weight and/or index composition The RICI Committee reviews the selection and weighting of the futures contracts in the index annually. Thus Initial Weighting are potentially reassigned during each month of December for the following year if necessary. 181
This bears the risk that foreseeable market trends may not be responded to in a timely manner. Index Calculation An index closing value will be calculated and published on each Index Business Day. The level of the Index will be available from Bloomberg, Reuters and the Administrative Agent. Index Historical Values The Index has been calculated since 31rst July 1998 (the Index Commencement Date ). Since the Index Commencement Date the Index has performed as follows: Date Index Value Date Index Value Date Index Value 31/07/98 1000.00 31/01/01 1621.64 31/07/03 1973.25 31/08/98 943.67 28/02/01 1600.62 29/08/03 2060.79 30/09/98 1034.27 30/03/01 1529.29 30/09/03 2025.44 30/10/98 995.71 30/04/01 1596.12 31/10/03 2107.65 30/11/98 895.41 31/05/01 1564.24 28/11/03 2161.71 31/12/98 888.63 29/06/01 1480.21 31/12/03 2285.00 29/01/99 896.57 31/07/01 1502.09 30/01/04 2345.45 26/02/99 860.66 31/08/01 1511.56 27/02/04 2542.05 31/03/99 1005.02 28/09/01 1378.94 31/03/04 2596.12 30/04/99 1059.56 31/10/01 1314.54 30/04/04 2603.91 31/05/99 1002.81 30/11/01 1299.91 28/05/04 2678.18 30/06/99 1076.01 31/12/01 1291.04 30/06/04 2542.81 30/07/99 1097.31 31/01/02 1275.59 30/07/04 2670.13 31/08/99 1157.52 28/02/02 1331.70 31/08/04 2687.49 30/09/99 1219.02 29/03/02 1477.52 30/09/04 2883.58 29/10/99 1166.52 30/04/02 1475.74 29/10/04 2931.60 30/11/99 1220.82 31/05/02 1473.35 30/11/04 2902.30 31/12/99 1260.29 28/06/02 1531.74 30/12/04 2761.06 31/01/00 1345.23 31/07/02 1539.24 31/01/05 2848.03 29/02/00 1406.33 30/08/02 1618.57 28/02/05 3057.33 31/03/00 1393.81 30/09/02 1665.14 31/03/05 3158.92 28/04/00 1364.15 31/10/02 1631.04 29/04/05 2954.22 31/05/00 1467.84 29/11/02 1638.46 31/05/05 2955.98 30/06/00 1539.52 31/12/02 1731.17 30/06/05 3026.83 31/07/00 1455.17 31/01/03 1856.18 29/07/05 3138.30 31/08/00 1607.28 28/02/03 1963.94 31/08/05 3305.48 29/09/00 1584.38 31/03/03 1828.04 30/09/05 3338.77 31/10/00 1595.20 30/04/03 1755.12 31/10/05 3166.36 30/11/00 1676.97 30/05/03 1900.57 30/11/05 3135.76 29/12/00 1589.57 30/06/03 1922.14 30/12/05 3300.74 RICI Committee The RICI Committee formulates and enacts all business assessments and decisions regarding the calculation, composition and management of the index. Mr James B. Rogers, as the founder and sole owner of the RICI index, chairs the RICI Committee. Beside Mr Rogers, the representatives of the following parties are taking part: 1. Diapason Commodities Management S.A. 2. Daiwa Securities Co. Ltd. 3. Beeland Management Company 4. UBS AG 5. ABN Amro 6. Merrill Lynch The six members of the RICI Committee usually meet once per year, during the month of December. However, the committee may assemble additionally on any other day of the year dealing with exceptional circumstances. Exclusively Mr Rogers, as chairman of the committee, is authorized to designate new members of the committee if necessary. Index Cost There are no costs arising on an Index level by the RICI Committee or by the James B. Rogers or by any other party affiliated to James B. Rogers. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- 182
Distributor. The level of the Index will be published daily on http://index.db.com or any successor thereto and will be available from Bloomberg and Reuters. Jim Rogers, James Beeland Rogers, Jr., "Rogers", Rogers International Commodity Index, and " RICI " are trademarks, service marks and/or registered trademarks of Beeland Interests, Inc., which is owned and controlled by James Beeland Rogers, Jr., and are used subject to a license agreement between Beeland Interests, Inc. and Deutsche Bank AG. The name and likeness of Jim Rogers/James Beeland Rogers, Jr. are trademarks and service marks of James Beeland Rogers, Jr. Index Disclaimer and Restrictions on Sales to U.S. Persons DB Platinum IV - RICI Index Fund is not sponsored, endorsed, sold or promoted by Beeland Interests, Inc. ( Beeland Interests ) or Diapason Commodities Management SA ( Diapason ). Beeland Interests and Diapason make no representation or warranty, express or implied, nor accept any responsibility, regarding the accuracy or completeness of this prospectus, or the advisability of investing in securities or commodities generally, or in DB Platinum IV - RICI Index Fund or in futures particularly. NEITHER BEELAND INTERESTS, DIAPASPON NOR ANY OF THEIR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE RICI OR ANY DATA INCLUDED THEREIN. SUCH PERSON SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY OWNERS OF DB Platinum IV - RICI Index Fund, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RICI, ANY DATA INCLUDED THEREIN OR DB Platinum IV - RICI Index Fund. NEITHER BEELAND INTERESTS, DIAPASON NOR ANY OF THEIR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX, THE RICI, AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BEELAND INTERESTS, DIAPASON OR ANY OF THEIR AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. DB Platinum IV - RICI Index Fund is not and will not be offered or sold in the United States to or for the account of U.S. persons as defined by U.S. securities laws. Each purchaser of DB Platinum IV - RICI Index Fund will be asked to certify that such purchaser is not a U.S. person, is not receiving the DB Platinum IV - RICI Index Fund in the United States, and is not acquiring the DB Platinum IV - RICI Index Fund for the account of a U.S. person. 183
PRODUCT ANNEX 16: DB PLATINUM IV EUROPEAN TOP STARS The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank db Solar Europe IndexTM1 (the Index, as described below under General Description of the Underlying Asset ). The Index is a EUR denominated, total return index, calculated and published by Deutsche Bank AG (the Index Sponsor ) leveraging mainly on analysts recommendations made by the equity research department of Deutsche Bank AG. The index provides a long-only exposure to stocks recommended by the GME Research Department of Deutsche Bank as described further below. In order to achieve the Investment Objective, the Sub-Fund will mainly invest in transferable securities, potentially some cash deposits with financial institutions with investment grade or equivalent long-term credit ratings and derivatives such as an OTC swap transaction, negotiated at arm s length with the Swap Counterparty, all in accordance with the Investment restrictions. Thanks to this OTC swap transaction, the Sub-Fund will exchange the performance of such transferable securities against the performance of the Index. The purpose of the OTC swap transaction being to exchange the performance of the transferable securities the Fund invests in against the performance of the Index, the investors do not bear any performance or currency risk of the transferable securities. The value of the Sub-Fund's Shares is linked to the Index, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Fund to the Index is achieved through the OTC swap transaction. The valuation of the OTC swap transaction will reflect the relative movements in the performance of the Index and the transferable securities. The Sub-Fund will have to make a payment to the Swap Counterparty in the event that the Index decreases in value, such payment being equivalent to the negative performance of the Index. This payment will be made from the proceeds and, as the case may be, the partial or total disposal of the transferable securities the Sub-Fund has invested in. The investments and liquid assets (such as deposits) the Sub-Fund may hold on an ancillary basis (together, the Hedging Asset ) will, together with any derivative techniques used to link the Hedging Assets to the Underlying Asset and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such 1 The Index is a Deutsche Bank AG proprietary index and application has been made to register "db SOLAR Index" as a trademark. No use or publication may be made of the Index without the prior written approval of Deutsche Bank AG. 184
borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. For Shares of the R1D Class, it is the intention of the Board of Directors to declare dividends in April each year, starting on the last Business Day in April 2008. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the DB Platinum IV European Top STARS sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles". Specific Risk Factors These specific risk factors should be read in conjunction with: - the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the core part of the Prospectus; - the section Risk Factors of this Product Annex, under General Description of the Underlying Asset. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that the capital invested or its respective amount are not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Hedging Asset as described under the section Risk Factors. 185
General Information Relating to the Sub-Fund Initial Issue Price See Description of Shares. Minimum Net Asset Value EUR 25,000,000. Offering Period Launch Date Index Business Day Product Business Day Investment Manager Swap Counterparty Swap Calculation Agent The Offering Period will start on the 17 September 2007. The final date of the Offering Period will be 04 October 2007 or such earlier or later date as the Board of Directors may determine. Means 05 October 2007 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub- Fund for further subscriptions at any time at its sole discretion. Means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London. Means a day (other than a Saturday or a Sunday or the 30 th calendar day of December of each year ) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, Frankfurt am Main and London; and The Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and Each Clearing Agent is open for business. State Street Global Advisors Limited. Deutsche Bank AG, acting through its London branch Deutsche Bank AG, acting through its London branch 186
Description of the Shares Classes R1C R1D R1C-A I1C I2C Form of Shares Registered Share or Bearer Share represented by a Global Share Certificate Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price Authorised Payment Currencies 1 German Security Identification Number (WKN) EUR 100 EUR 100 EUR 100 EUR 10,000 EUR 100 USD, GBP JPY, CHF, DKK, SEK, NOK, HKD, SGD A0MYM8 A0MYM9 A0MYNA A0MYNC A0MYND ISIN Code LU0315540988 LU0315541101 LU0315541283 LU031554187 9 LU031554209 1 Minimum Initial Subscription Amount 1 Share 1 Share 1 Share 1 Share 1 Share Management Company Fee 2 Up to 2.50% p.a. Up to 2.50% p.a. Up to 2.50% p.a. Up to 2.50% p.a. Up to 2.50% p.a. Conversion 3 Up to 1.00% Charge Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) Taxe d Abonnement 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.01% p.a. 0.01% p.a. Redemption 4 Up to 2.00% Up to 2.00% Up to 2.00% N/A N/A Charge Upfront Subscription Sales Charge during/after the Offering Period 5 Up to 5.00% Up to 5.00% Up to 5.00% N/A N/A 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the Net Asset Value is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 4 The Redemption Charge, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 5 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the relevant Sub- Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Classes. The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the relevant Sub- Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Relevant Classes. 187
General Description of the Underlying Asset This section is a brief overview of the Index. It contains a summary of the principal features of the Index and is not a complete description of the Index. Please refer to the document entitled Information relating to the Underlying (thereafter, the Index Description ) for more information. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index Description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. General Description of the Index The Deutsche Bank db SOLAR Europe Index (the "Index") is intended to reflect the total return performance of a variable selection of stocks traded or listed on European regulated markets. These European regulated markets are listed further below. The Index reflects long only Investment Ideas (as defined below) on stocks contained in the Shorter term Opportunities within Long-term Analysts Recommendations ("SOLAR") list (the "SOLAR List") published by the equity research department of Deutsche Bank AG, London Branch ("DB GME Research"). The number of stocks constituting the Index may increase or decrease from time to time depending on the number of stocks featured in the SOLAR List and whether these stocks meet the selection criteria of the Index. The Investment Ideas contained in the Index are grouped initially in four sub-indices which are reconstituted at different times. The Investment Ideas within each of the sub-indices are selected from a pool of Investment Ideas which itself is a subgroup of the SOLAR List. Investment Ideas and DB GME Research As mentioned above, the Index is based on long only Investment Ideas selected from the SOLAR List. An "Investment Idea" is based on a long term recommendation made by a lead analyst within DB GME Research (a "Long Term Recommendation"). A Long Term Recommendation is a twelve month view on an individual company stock expressed as a "Buy", "Hold" or "Sell" stock recommendation with an associated target price. If the author of the Long Term Recommendation is of the view that a shorter term opportunity exists to realise a gain on a stock through the appreciation or depreciation of the price of the stock either in absolute terms, or relative to an index, or relative to another stock, the relevant lead analyst may then nominate an "Investment Idea" for inclusion in the SOLAR List. SOLAR Investment Ideas take the form of a "long" or "short" position on the stock, of which only "long only" positions are relevant for the Index. A "long only" position is a strategy by which a stock (or other asset) is purchased on the expectation that the price will increase. The potential upside of an Investment Idea within SOLAR is expected to be realised over a time period of between two weeks and six months. The SOLAR List The SOLAR List is generated by Company Research which is itself a subset of DB GME Research and constitutes a selected list of equities and/or equity linked instruments a) for which DB GME Research provides research generally and b) which are nominated by the relevant lead analyst within DB GME Research in his or her absolute discretion which, in their view, may offer investors opportunities to realise returns on stocks over time frames which may be shorter than the Long Term Recommendations. Nominations are made by lead analysts who specialise in a particular industry and/or sector. The SOLAR List and the Index The equities and/or equity linked instruments for which Investment Ideas are included in the SOLAR List constitute the selection pool of the Index (the Selection Pool ). The Selection Pool does not reflect the entire SOLAR List as certain equities and equity linked instruments are excluded pursuant to the criteria described below. Generally, the Index will give greater weighting to the stocks of companies with larger market capitalisations via adjustment mechanisms. In addition to the equities contained in the SOLAR List, the Index may, in certain circumstances, give exposure to the EURO STOXX 50 Total Return Index (the Contingent Constituent ) (for example, where there are too few Investment Ideas in the SOLAR List and/or the Investment Ideas relate to issuers with low market capitalisations). Such concepts are more fully described under "Sub- Index Selection Process" below. The Index, the Sub-Index, the Market Capitalisation Factor, the Minimum Percentage Weight, the Maximum Percentage Weight and the Percentage Weight methodologies (each as described below) have been developed by Deutsche Bank AG. The Index is initially made up of four Sub-Indices each of which is constituted from stocks selected from the SOLAR List at a certain point in time. The Sub-Indices are designed to be a snapshot of the SOLAR List so as to capture Investment Ideas close to the date of their inclusion in the SOLAR List. Each Sub-Index will be reconstituted every four weeks by the Index Sponsor. Sub-Index 1 will be reconstituted in the first week, Sub- Index 2 will be reconstituted in the second week and so on. The stocks constituting each Sub-Index will be weighted on the relevant Sub-Index Reconstitution Day as described below, although certain adjustments may be made as a consequence of dividends paid, the occurrence of any potential adjustment events (such as 188
events (amongst other things) affecting the share capital of an issuer of the stock, de-listing, merger events, insolvency, etc.), adjustments to the Selection Pool or a potential change in methodology of the Index (in each case as further described in the Index Description, such events being referred to herein as the Other Adjustments ). The Index is subject to certain deductions in connection with the reconstitution of the Sub-Indices in the Index and mentioned below under Deductions from Sub-Index Levels. As of the Index Commencement Date which is 29 November 2004, each Sub-Index is reconstituted every four weeks and the deduction applies on each occasion. As a result the Sub-Index Levels (and consequently the Index Level) will be less than would otherwise be the case. The Index Sponsor is not obliged to enter into or promote transactions or investments that are linked to the Index, a Sub-Index or the Selection Pool or any constituents thereof. Deutsche Bank AG is under no obligation to maintain the Index and may cancel the Index without notice. Composition of the Index The Index is initially composed of equally-weighted Sub-Indices, each of which is selected and reconstituted on a four-weekly basis. The number of Sub-Indices is initially four. The Index is rebalanced every quarter on an Index Reconstitution Day, so as to ensure that the Sub-Indices are again equally weighted after such date. On an Index Reconstitution Day the Sub-Index Weights are rebalanced, which, for the avoidance of doubt, shall not affect the Unit Weight of the Index Constituents within a Sub-Index. An Index Business Day is a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London. An "Index Reconstitution Day" is the second Index Business Day after a relevant Index Selection Date. An Index Selection Date is the 26th calendar day of February, May, August and November in each year (which may coincide with a Sub-Index's Selection Date), or if such day is not an Index Business Day, the immediately following Index Business Day. The Index Sponsor can in its reasonable discretion add additional Sub-Indices to the Index. Additional Sub- Indices, if any, will be added with the aim of reducing potential negative price movements related to the hedging activities associated with reconstituting a Sub-Index or the Index. Such negative price movements may occur where a hedging transaction for an investment linked to the Index relates to a number of stocks in respect of an Index Constituent which exceeds a certain threshold of its Average Daily Trading Volume. Any additional Sub- Index would also be rebalanced on a Sub-Index Reconstitution Day in the same manner as the existing Sub- Indices. Sub-Index Selection Process The constituents of the Index (hereafter, the Index Constituents ) which will replace the Index Constituents then constituting the relevant Sub-Index (each a "Previous Index Constituent") and which constitute the relevant Sub-Index immediately after such Sub-Index Reconstitution Day, are referred to as the "New Index Constituents". A Sub-Index Reconstitution Day is the second Index Business Day following the relevant Selection Date of such Sub-Index. A "Selection Date" means, in relation to the first Sub-Index, the Tuesday of every fourth week subsequent to the 4 November 2004; the Selection Date in relation to Sub-Index 2 will be the Tuesday of every fourth week subsequent to the 11 November 2004; the Selection Date in relation to Sub-Index 3 will be the Tuesday of every fourth week subsequent to the 18 November 2004; and the Selection Date in relation to Sub-Index 4 will be the Tuesday of every fourth week subsequent to the 25 November 2004 (or if any such day is not an Index Business Day, the immediately following Index Business Day). On each Selection Date relating to a Sub-Index, the Index Sponsor will select New Index Constituents from the Selection Pool as provided below. The selection procedure for the Index Constituents comprising a Sub-Index on the relevant Selection Date is as follows: (i) The Investment Ideas included in the SOLAR List at 7.00pm (London time) on the Selection Date represent the Selection Pool. Within the Selection Pool the Excluded Shares are identified. Excluded Shares are assets not eligible for selection and which are listed below (please refer to the full list in the Index Description): a. an Investment Idea which relates to an asset which is not a long only Investment Idea on a share which is linked to a "Buy" or a "Hold" recommendation, b. a share which is a Restricted Share (as defined in the Index Description) or which is a share or equity linked instrument which is issued by a company or corporate entity whose shares are not listed or traded on a Primary Exchange, c. an Investment Idea which represents a share included in the Selection Pool as part of a Pair or Hedged Position (where a "Pair" is an Investment Idea in relation to a combination of a long position 189
(ii) (iii) (iv) and a short position in respect of a stock and another stock and a "Hedged Position" is an Investment Idea which includes an investment relating to an index) and/or is an outright short position, whether described as a short sale, or derivative structure having the effect of a short sale of a share, d. an asset is not an equity stock (e.g. the asset is invested in through a global depositary receipt (GDR) or an American depositary receipt (ADR) and/or is an index or sub-index position or is a financial instrument linked to such index or sub-index and/or is a derivative position) and/or is a share issued by an issuer with a Market Capitalisation of less than Euro 500,000,000 on the Selection Date; The Eligible Shares are those stocks in the Selection Pool with the exception of the Excluded Shares. For each Eligible Share, the relevant Market Capitalisation Factor is determined. An Eligible Share is assigned a Market Capitalisation Factor which may be equal to 1, 2 or 3 depending on whether the market capitalisation of the relevant Eligible Share is respectively between EUR 500 Million and EUR 2 Billion, between EUR 2 Billion and EUR 4 Billion or greater than EUR 4 Billion. These Market Capitalisation Factors are added together for all Eligible Shares. The Theoretical Percentage Weight of an Eligible Share is then determined by its Market Capitalisation Factor divided by the higher of the above mentioned sum and 80. This Theoretical Percentage Weight is subject to an allowable maximum and an allowable minimum determined upon the liquidity of the stock measured on the basis of its average daily traded volume. For each Eligible Share, the excess of weight with regard to this maximum, if applicable, and/or the excluded weight with regard to this minimum (where the Theoretical Percentage Weight is too small), if applicable, are redistributed to the ten constituents having the greatest market capitalisation (the Top MC Index Constituents, as defined in the Index Description). All the remaining Eligible Shares shall constitute the Index Constituents of the Sub-Index with effect from the day immediately following the Sub-Index Reconstitution Day. Please refer to the Index Description for a detailed description of the above process. If the sum of the Market Capitalisation Factors of the Index Constituents of the Sub-Index is less than 80, the Contingent Constituent will be added as an Index Constituent to the Sub-Index. The Contingent Percentage Weight is then determined for the Contingent Constituent on the basis of the remaining non-allocated weight in the Index. For each Index Constituent (which for the avoidance of doubt, includes the Contingent Constituent, if any) the Unit Factor Weight (other than in the case of the Contingent Constituent and as defined in the Index Description), the Percentage Weight (on the immediately following Sub-Index Reconstitution Day) and the Unit Weight are determined. For Top MC Index Constituents, the Percentage Weight is the sum of their Theoretical Percentage Weight and the applicable additional weights as explained in (ii) above. Lastly, the Unit Weight equals the quotient of (i) the product of the Sub-Index Level (taken on the Sub- Index Reconstitution Day with the previous composition of such Sub-Index) and the Percentage Weight of the relevant New Index Constituents as determined above and (ii) the Trading Price (if applicable, converted into Euro) of the relevant New Index Constituent. The value of the Unit Weight following a Sub-Index Reconstitution Day is subject to the reinvestment of applicable dividends as described under "Adjustment of the Weights for Dividends" in the Index Description. Unit Weights are used for the calculation of each Sub-Index Level. The reconstitution of each Sub-Index pursuant to the above will take effect immediately after the relevant Sub- Index Reconstitution Day. For the avoidance of doubt, Index Constituents that, following their inclusion in any Sub-Index, are subsequently no longer included in the Selection Pool shall, subject to the Other Adjustments, remain in such Sub-Index (and consequently the Index) until the next relevant Sub-Index Reconstitution Day. In turn, such Index Constituents shall remain in the Index until the next Sub-Index Reconstitution Day on which such Index Constituent is not contained in any of the Sub-Indices. Also, for clarification purposes and as a result of (ii) and (iii) above, the Index Constituents may not, immediately after a Sub-Index Reconstitution Day, have a weighting in the Sub-Index which is greater than 3/80. Therefore, a Sub-Index shall contain at least 27 constituents in any case where the Contingent Constituent s exposure is zero. In cases where the number of Index Constituents is lower, the Index will have a strictly positive exposure to the Contingent Constituent. Index Calculation The Index Level (the closing level of the Index) will be calculated on each Index Business Day by the Index Sponsor using the Sub-Index Level for each Sub-Index. The Index Level is based on the weighted sum of the levels of all Sub-Indices constituting the Index, each weight being the weight of the relevant Sub-Index. On the Index Commencement Date these weights were close to 0.25 for each four Sub-Indices (the exact figures are disclosed in the Index Description). The weights of the Sub-Indices are subject to the variation due to the level of each Sub-Index. 190
The Sub-Index Level will be calculated by the Index Sponsor on each Index Business Day using the Trading Price (and if applicable the relevant foreign exchange rate with the Euro) and the Unit Weight of each Index Constituent. The Index and each Sub-Index is expressed in Euro. The Trading Price of an Index Constituent is the closing, auction or last trade price or if such day is not a day on which the relevant Stock Exchange is open, the Trading Price is the last trade price obtained on the relevant Stock Exchange where the Index constituent is traded. The Stock Exchanges where the stocks constituting the Selection Pool are traded as at the date hereof are: Vienna Stock Exchange, Euronext Brussels (BE), Copenhagen Stock Exchange, Helsinki NDQ OMX, Euronext Paris (FR), Xetra Exchange Electronic Trading (DE), Athens Stock Exchange, Irish Stock Exchange (IE), Borsa Italiana, Luxembourg Stock Exchange, Euronext Amsterdam (NL), Euronext Lisbon (PT), Madrid Stock Exchange, NASDAQ OMX Stockholm (SE), SIX Swiss Exchange (SIX), London Stock Exchange. Risk Factors Prior to making an investment decision in respect of any financial product, including any instrument or fund, the return on which is linked in whole or in part to the performance of the Index, prospective investors should carefully consider all of the information set out in this document, including these risk factors. The risk factors set out below are not exhaustive. There may be other risks that a prospective investor should consider that are relevant to its particular circumstances or generally. General When considering any investment, the return on which is linked in whole or in part to the performance of the Index, prospective investors should be aware that the Index Level can go down as well as up and that the performance of the Index in any future period may not mirror its past performance. Any investment linked or related to the Index will not necessarily be the same as an investment in the Sub- Indices or the Index Constituents. For example (without limitation) an investor in an investment linked to the Index will not receive the benefit of the whole amount of any dividend which may be paid in respect of an Index Constituent, albeit that part of such dividend would be notionally reinvested in the Index. Research Research teams within Deutsche Bank AG may issue research reports on stocks that are, or may become, Index Constituents or other stocks constituting the Selection Pool. These reports are entirely independent of the Index Sponsor s obligations hereunder, without regard to the potential impact on the Index Level, any Sub- Index Level or any financial product the return of which is linked in whole or in part to the performance of the Index. The relevant lead analyst may add Investment Ideas in the SOLAR List at any time. Similarly, an Investment Idea may be removed from the SOLAR List at any time, due to a change in recommendation or withdrawal of the relevant research. Such times may or may not coincide with a Selection Date. Consequently, a Sub-Index may include Index Constituents for which Investment Ideas are not in the SOLAR List or are subject to a contrary recommendation by DB GME Research at any given point in time. In addition, there is a gap between the Selection Date and the Sub-Index Reconstitution Day. Prospective investors should be aware that there may therefore be a delay between publication of the equity research and inclusion (or exclusion) of any stock as an Index Constituent and the price of the Index Constituent may change during this period, including as a result of market activity due to the Investment Ideas appearing in the SOLAR List. Recommendations made by DB GME Research are based on a twelve month time horizon. The Index is intended to offer investors the potential to realise returns on stocks over time frames which may be shorter than the long term recommendations made by DB GME Research in relation to those stocks. The Investment Ideas in the SOLAR List may not therefore, necessarily reflect the long-term recommendations. There is obviously a risk that the predicted shorter-term gains will not occur so, regardless of the long-term performance of the products, the Index may not gain value. The frequency of Sub-Index Reconstitutions, while enabling flexibility as to what stocks constitute the Index, may operate to prevent the investors from realising medium or long-term gains. In addition, the same stocks may be included in more than one or all Sub-Indices at any time, meaning the diversification represented by the Index is not as great as would otherwise be the case. The Trading Price of the Index Constituents may be influenced by their being identified as opportunities for shorter-term gain. As described, there is a gap in time between the Selection Date and the Index Reconstitution Day. The Index, therefore, may be negatively affected by changes in the Trading Price of an Index Constituent within such time period. The SOLAR List relies on the abilities of individual analysts at DB GME Research who make long-term recommendations. No information is or will be given about the individual analysts, or whether those analysts with a history of identifying profitable investment opportunities in the SOLAR List continue or are active in that capacity. Further, analysts produce research reports and/or Investment Ideas for the SOLAR List for the benefit of investors who have no connection with the Index. The use of the research for the Index is entirely incidental to the creation of the research. 191
DB GME Research may be restricted from issuing research on the issuer of one or more equities and/or equity linked instruments. Where DB GME Research is prevented from issuing research on such affected equity and/or equity linked instrument, the affected equity(s) and/or equity linked instrument(s) will not be eligible for inclusion in the Selection Pool. Such a restriction from issuing research on an issuer of equities and/or equity linked instruments may result in the exclusion of a stock from being an Index Constituent even if that stock would otherwise have been an ideal selection as an Index Constituent. Calculations and Determinations by the Index Sponsor The Index Sponsor's calculations and determinations in relation to the Index and/or any Sub-Index shall be binding on all parties in the absence of manifest error. No party (whether the holder of any product linked to the Index or otherwise) will be entitled to proceed (and agrees to waive proceedings) against the Index Sponsor in connection with any such calculations or determinations or any failure to make any calculations or determinations in relation to the Index and/or any Sub-Index. For so long as the Index Sponsor constitutes and calculates the Index Level, calculations and determinations by the Index Sponsor in connection with the Index and/or any Sub-Index will be made in reliance upon the information of various publicly available sources that the Index Sponsor has not independently verified. The Index Sponsor does not accept any liability for loss or damage of any kind arising from the use of such information in any such calculation or determination. The Index Sponsor makes no representation (implied or otherwise) as to the performance of any Eligible Share, any Sub-Index and/or the Index. Adjustments to the Selection Pool and Index Calculation change in methodology Prospective investors should note carefully the provisions of the above paragraphs in Part 7 under "Other Adjustments" in the Index Description. Pursuant to these provisions, inter alia, the Selection Pool may be affected or replaced and/or other determinations and/or adjustments may be made as the Index Sponsor considers appropriate and the method of determining the Index, the Sub-Indices, the Index Level and/or the Sub-Index Level may be changed. In particular, the Index Sponsor may in its reasonable discretion, increase the number of Sub-Indices in the Index with the aim of reducing potential negative price movements related to hedging activities associated with an investment linked to the Index and the reconstituting of a Sub-Index. An increase in the number of Sub-Indices may affect the weight or return of any one Sub-Index, and in turn the weight or return of an Index Constituent within any of the Sub-Indices. The performance of the Index may be adversely affected as a result. Conflicts of Interest Deutsche Bank AG, London Branch acts as Index Sponsor. Conflicts of interest may exist or arise between the Index Sponsor and Deutsche Bank entities acting in other capacities, including as issuer, obligor, dealer or calculation agent of the Index Constituents, or DB GME Research in relation to the SOLAR List. Subject always to the regulatory obligations of Deutsche Bank AG, in performing each or any of these roles, Deutsche Bank entities do not act on behalf of, or accept any duty of care or any fiduciary duty to any index product investors or any other person. Each relevant Deutsche Bank entity will pursue actions and take steps that it deems appropriate to protect its interests without regard to the consequences for index product investors. Deutsche Bank entities may be in possession at any time of information in relation to the Index Constituents which may not be available to index product investors. There is no obligation on any Deutsche Bank entity to disclose to index product investors any such information. Deutsche Bank entities shall be entitled to receive fees or other payments pursuant to products linked to the Index or otherwise and exercise all rights, including rights of termination or resignation, which they may have, even though so doing may have a detrimental effect on the index product investors and the index products. The relevant research may or may not be considered by Deutsche Bank AG when Deutsche Bank AG is deciding to buy or sell proprietary positions. These, or other transactions in which Deutsche Bank AG engages for its account, may be conducted in a manner inconsistent with the research and the administration of the Index. Currency Risks In relation to the Index Constituents, the following currency conversions are made: (a) (b) the Index and each of the Sub-Indices are calculated in the Index Currency (Euro); and the relevant Trading Prices of the Index Constituents are converted into the Index Currency where applicable. The Exchange Rate at which the Trading Price of the Index Constituent is converted into the Index Currency may change from time to time. This may affect the performance of the Index Constituents, the Sub-Indices and the Index as well as the composition of the Sub-Indices (and indirectly the Index). Deductions from Sub-Index Levels In connection with each reconstitution of a Sub-Index up to 0.1 per cent of the relevant Sub-Index Level is deducted. This is to take account of the anticipated costs for a party hedging an investment linked to the Index of the use of the volume weighted average price valuation on a Sub-Index Reconstitution Day. 192
As of the Index Commencement Date each Sub-Index is reconstituted every four weeks and the deduction applies on each occasion. As a result the Sub-Index Levels (and consequently the Index Level) will be less than would otherwise be the case. Past Performance Past performance is not indicative of future returns. The Index has been retrospectively calculated since the Index Commencement Date by the Index Sponsor on a hypothetical basis, using the same methodology as described herein. The Index has been calculated on a live basis since 22 March 2007. All prospective investors should be aware that a retrospective calculation means that no actual investment which allowed a tracking of performance of the Index was possible at any time during the period of retrospective calculation and that as a result the comparison is purely hypothetical. The methodology and the strategy used for the calculation and retrospective calculation of the Index were developed with the advantage of hindsight. In reality it is not possible to invest with the advantage of hindsight and therefore this performance comparison is purely theoretical. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index Description, the Index Description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub-Distributor. The level of the Index will be published daily on http://index.db.com and will be available from Bloomberg, Reuters and the Administrator. Disclaimer STOXX Limited ("STOXX") has no relationship to Deutsche Bank AG or the Index Sponsor other than in relation to certain licensing arrangements. STOXX does not: Sponsor, endorse, sell or promote the Index or any Product related thereto. Recommend that any person invest in the Index or any Product related thereto or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Index or any Product related thereto. Have any responsibility or liability for the administration, management or marketing of the Index or any Product related thereto. Consider the needs of the Index or any Product related thereto or the owners of the Index or any Product related thereto in determining, composing or calculating the relevant STOXX Index or have any obligation to do so. STOXX will not have any liability in connection with the Index or any product related thereto. Specifically, STOXX makes no warranty, express or implied and disclaim any and all warranties about: The results to be obtained by investing in the Index or any Product related thereto or by the owner of any of the Index or any Product related thereto or any other person in connection with the use of any relevant STOXX Index and any of the data included in any relevant STOXX Index; The accuracy or completeness of any relevant STOXX Index and its data; The merchantability and the fitness for a particular purpose or use of any relevant STOXX Index and any of its data; STOXX will have any liability for any errors, omissions or interruptions in any relevant STOXX Index or any of its data; Under no circumstances will STOXX be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX knows that they might occur. 193
PRODUCT ANNEX 17: DB PLATINUM IV AGRICULTURE USD The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested in up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset, which is the Deutsche Bank Agriculture USD Index TM (the Index, as described below under General Description of the Underlying Asset ). The Sub-Fund does not intend to make dividend payments. In order to achieve the Investment Objective, the Sub-Fund will invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. The Sub-Fund will exchange via an OTC swap transaction negotiated at arm s length with the Swap Counterparty the performance and/or the expected income of the assets it has invested in against a return linked to the Underlying Asset. Such transferable securities and/or liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Sub-Fund may also (as an alternative to or combination with the above invest part or all of the net proceeds of any issue of Shares in one or more OTC swap transactions negotiated at arm s length with the Swap Counterparty and exchange the invested net proceeds against a return linked to the Underlying Asset. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC Swap transaction(s). The Share Classes with an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ) will enter into foreign exchange hedging transactions, the aim of which is to protect the Net Asset Value of such Class against adverse fluctuations of the Share Class Currency against the Reference Currency. Such hedging transactions will consist of foreign exchange forward contracts, which are expected to be concluded once a month with a maturity of one month. As a result, the hedging transactions may not be adjusted for the foreign exchange exposure arising from the increase or decrease in value of the Index between two consecutive monthly roll dates, and the residual costs of any potential adverse evolution of the Share Class Currency against the Reference Currency will be borne by the Shareholders of the relevant Class(es). The value of the Sub-Fund's Shares is linked to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC swap transaction. The valuation of the OTC swap transaction will reflect the relative movements in the performance of the Underlying Asset. The Sub-Fund will have to make a payment to the Swap Counterparty in the event that the Underlying Asset decreases in value, such payment being equivalent to the negative performance of the Underlying Asset. This payment will be made from the proceeds and, as the case may be, the partial or total disposal of the assets the Sub-Fund has invested in.the above investments and liquid assets (such as deposits) the Sub-Fund may hold (together, the Hedging Asset ) will, together with any derivative techniques used to link the Hedging Assets to the Underlying Asset and any fees and expenses, be valued in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 194
11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub-Fund s OTC swap transaction(s) by resetting the OTC swap transaction(s). The effect of resetting the OTC swap transaction(s) is to reduce the marked to market of the OTC swap transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider). The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. The Company may not borrow for investment purposes. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the Sub-Fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles". Specific Risk Factors These specific risk factors should be read in conjunction with: - the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets, as set out in the core part of the Prospectus; - the section Risk Factors of this Product Annex, under General Description of the Underlying Asset. In addition, and in respect of Share Classes having an Initial Issue Price denominated in a currency different from the Reference Currency (the Share Class Currency ), the attention of prospective Shareholders is drawn to the fact that, whilst currency hedging reduces risks and losses in adverse market circumstances, it also reduces and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of the relevant Share Class(es) may differ from that of the Index as a result of the foreign exchange hedging transactions. Such impact, which may be positive as well as negative, will mainly depend on the relative evolution of the short term interest rates in the Share Class Currency and the Reference Currency. By way of example, in case short term interest rates rise faster (or decrease slower) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to rise and therefore have a beneficial impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become higher than that of the Index. Reciprocally, in case short term interest rates are rise slower (or decrease faster) in the Share Class Currency than in the Reference Currency, the value of the foreign exchange hedging transactions can be expected to decrease and therefore have a detrimental impact on the Net Asset Value of the relevant Share Class(es), the performance of which may become lower than that of the Index. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that the capital invested or its respective amount are not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors could also bear all risks relating to the Hedging Asset as described under the section Risk Factors. 195
Initial Issue Price Minimum Net Asset Value Offering Period General Information Relating to the Sub-Fund See Description of Shares. USD 25,000,000. In respect of all Share Classes but R1C-C, the Offering Period will start on 21 February 2008. The final date of the Offering Period will be 7 March 2008 or such earlier or later date as the Board of Directors may determine. Each subscription sent after the final date of the Offering Period will not be executed on the Initial Issue Price. In respect of Share Class R1C-C, the Offering Period will start on 30 June 2008. The final date of the Offering Period will be 25 July 2008 or such earlier or later date as the Board of Directors may determine. Each subscription sent after the final date of the Offering Period will not be executed on the Initial Issue Price. Launch Date Means, in respect of all Share Classes but R1C-C, 7 March 2008. Index Business Day Product Business Day Valuation Day Settlement Period Investment Manager Swap Counterparty Swap Calculation Agent In respect of Share Class R1C-C, the Launch Date will be 30 July 2008, or such earlier or later date as the Board of Directors may determine. Means a day (other than a Saturday or Sunday) which is not a holiday in the CME Group New York Floor holiday calendar for the relevant year (or such other holiday calendar as the Index Sponsor determines to be the successor to such holiday calendar) and will no longer mean a New York Business Day. Means a day (other than a Saturday or a Sunday) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, Frankfurt am Main, New York City and London; and The Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and Each Clearing Agent is open for business. Means the second Luxembourg Banking Day following a Business Day on which the Net Asset Value per Share for a given Class of Shares or Sub-Fund is calculated based upon the prices of such Business Day provided the prices of such Business Day are available on the second Luxembourg Banking Day. If such prices were not available on such second Luxembourg Banking Day, the Valuation Day will be the next following Luxembourg Banking Day on which the prices of such Business Day were available. The settlement period is four Business Days following the relevant Transaction Day. State Street Global Advisors Limited. Deutsche Bank AG, acting through its London branch Deutsche Bank AG, acting through its London branch 196
Management Company Fee 2 Up to 2.50% p.a. Up to 2.50% p.a. Up to 2.50% p.a. Up to 2.50% p.a. Description of the Shares Classes R1C R1C-B R1C-C I1C Form of Shares Registered Share or Bearer Share represented by a Global Share Certificate Registered Share Registered Share Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price USD 100 USD 10 SGD 10 USD 10,000 Authorised Payment Currencies 1 EUR, GBP, CHF, DKK, SEK, NOK, USD, JPY, HKD, SGD HKD, SGD, JPY, USD, EUR, GBP, CHF, DKK, SEK, NOK SGD EUR, GBP, CHF, DKK, SEK, NOK, HKD, SGD, JPY, USD German Security Identification Number (WKN) A0NEWC A0NEWE A0Q22T A0NEWF ISIN Code LU0349087618 LU0349089317 LU0366244183 LU0349088004 Minimum Initial Subscription Amount 1 Share 250 Shares 250 Shares 1 Share Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 1 Forex expenses relating to subscriptions made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 197
Redemption Charge 3 Up to 2.00% Up to 2.00% Up to 2.00% N/A Classes R1C R1C-B R1C-C I1C Taxe d Abonnement 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.01% p.a. Conversion Charge 4 Up to 1.00% Upfront Subscription Sales Charge during/after the Offering Period 5 Up to 5.00% Up to 5.00% Up to 5.00% N/A 3 The Redemption Charge, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 5 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the relevant Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Classes. The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the relevant Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Relevant Classes. 198
General Description of the Underlying Asset This section is a brief overview of the Underlying Asset. It contains a summary of the principal features of the Underlying Asset and is not a complete description. Please refer to the document entitled Information relating to the Underlying (thereafter, the Index Description ) for more information. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index Description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Deutsche Bank Agriculture USD Index TM General Description The Deutsche Bank Agriculture USD Index TM (the Index ) is intended to capture the performance of certain commodities in the Agriculture sector via a notional investment in future contracts. The Index is based on seven Optimum Yield Sub-Strategies (each an Index Commodity ), each of which reflects the performance of a different one of the following future markets: Corn, Wheat, Soybean, Sugar, Cotton, Coffee and Cocoa. A value has been chosen by Deutsche Bank AG, London Branch (the Index Sponsor ) to be the weight (the Base Weight ) of each Index Commodity within the Index. The initial notional investment allocation in respect of each Index Commodity (and therefore to the relevant future market) will be as follows: Index Commodity Base Weight Corn 20% Wheat 20% Soybean 20% Sugar 20% Cotton 6.8% Coffee 6.6% Cocoa 6.6% Wheat means a basket of the three equally weighted Wheat Commodities. Such basket is rebalanced on the sixth Index Business Day of November in each calendar year. Wheat shall be considered an individual commodity for the remainder of this General Description of the Underlying Asset. Wheat Commodity means each of Kansas Wheat (traded on the KBOT), Minneapolis Wheat (traded on the MGEX) and Chicago Wheat (traded on the CBOT). Underlying Commodity means each Index Commodity (other than Wheat) and each Wheat Commodity. Sub-Index Construction: OY Technology Each Underlying Commodity is constructed by taking exposure, in its respective commodity market, to a future contract with a given tenor and, prior to maturity, rolling it into a replacement future contract in accordance with certain rules. Investors in the Index are thus exposed to gains or losses connected with the process of buying and selling future contracts. The level of each Index Commodity (and thus the level of the Index) will, under normal conditions, increase if the value of its constituent future contracts goes up and decrease if the value of its constituent future contracts goes down. In particular, investors should note that in Contangoed markets, there will be losses arising from replacing the futures contracts nearing expiration with futures contracts with a later expiration date i.e. rolling (due to the prices of futures contracts with later expirations being higher than the prices of the futures contracts to be replaced). The costs of rolling may adversely affect the value of the Index Commodities and the Index (and the Net Asset Value per Share of the Sub-Fund) and may possibly result in the performance of the Index Commodities and the Index not tracking the performance of the spot prices of the relevant commodities i.e. the value of an Index Commodity may fall even though the spot price of the relevant commodity has gone up. "Contangoed" markets are those in which the prices of contracts with longer-term expirations are higher than those with shorter-term expirations. The future contracts constituting the Index are selected by means of a rule proprietary to the Index Sponsor known as Optimum Yield (OY). The OY technology aims to maximize positive and minimise negative roll returns connected with the purchase and sale of future contracts. The OY strategy selects the contract with the 199
highest positive (or least negative) roll yield. The roll yield between two future contracts is defined as the annualized ratio between the price of the contract with shorter maturity and the price of the contract with longer maturity minus one. Calculations The Index will be calculated daily by the Index Sponsor on a total return after cost basis. The Index has been retrospectively constructed by the Index Sponsor from 31 December, 1998 ( Base Date ). The closing level of the Index on the Base Date was 100 USD. Going forward, the Index will be rebalanced annually on the Rebalancing Date in accordance with the Base Weight assigned to each Index Commodity on such date. The Index is expressed in USD and calculated by Deutsche Bank AG, acting through its London branch, using the daily closing level of each Index Commodity (calculated on a Excess Return basis and expressed in USD), a rate of interest calculated by reference to certain US T-Bill instruments. On a quarterly basis (the relevant date being the Compliance Monitoring Date ), the Index Sponsor will calculate the current weight of each Index Commodity within the Index. Each Index Commodity will be rebalanced to its Base Weight two business days after the Compliance Monitoring Date if either of the following criteria is not met: (i) the current weight of any single Index Commodity (calculated with respect to its USD Excess Return closing level) must not exceed 35% of the Index; and (ii) if the current weight of any single Index Commodity is greater than 20% of the Index, the current weight of any other Index Commodity must be less than 20%. The Index Sponsor may make modifications to the methodology of the Index in any manner that it may deem necessary if the fiscal, market, regulatory, juridical or financial circumstances require such modifications. Further information in respect of the Index can be found on the website http://index.db.com or any successor thereto. Costs The Index level will, at any given time, reflect the aggregated levels of the Index Commodities the Currency Exchange Amount and a deduction for fees equal to 1.10% per annum calculated with respect to the Index. Such fees will be subtracted from the Index level daily on a pro-rata basis. Definition "Rebalancing Date" means the tenth Index Business Day in January in each calendar year. Disclaimers The Index Sponsor makes no warranty or representation whatsoever as to the results that may be obtained from use of the Index and/or the level of the Index at any particular time. The Index Sponsor will not be liable to any person for any error in the Index and will not be under any obligation to advise any person of any error in the Index. The Index is designed and sponsored by the Index Sponsor and is required to comply with fundamental rules of index construction in relation to relevancy, representation, replication, investment, reliability and consistency. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index Description, the Index Description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub-Distributor. The level of the Index will be available daily from Blooberg, Reuters, and the Administrative Agent. The level of the index gross of fees will be published on http://index.db.com or any successor thereto. 200
PRODUCT ANNEX 18: DB PLATINUM IV DBX MILLBURN MULTI-MARKETS INDEX The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The investment objective of the Sub-Fund (the Investment Objective ) is to provide the Shareholders of each Share Class with a return linked to the performance of the Underlying Asset, which is the dbx Millburn Multi- Markets Index (the Index ) of Deutsche Bank AG, London Branch (the Index Sponsor ). In seeking to achieve the Investment Objective, the Sub-Fund will use derivative techniques that will provide the Sub-Fund with a payoff linked to the Index. The Index is designed to reflect the total return (positive or negative) that would be achieved by an investor over time were it to allocate a U.S. dollar cash amount to be mainly invested in exchange-traded futures, forwards and/or swap and options contracts on a diverse range of global markets (including energies, base and precious metals and crops, stock indices, bonds, interest rates and currencies) in accordance with the Millburn Trading Strategy (the Millburn Trading Strategy ). The Millburn Trading Strategy is a computer-based trading system owned and operated by Millburn Ridgefield Corporation (the Index Strategy Selector ) which is designed to provide a diversified exposure to the speculative trading of exchange-traded futures, forwards and/ or swap and options contracts on a diverse range of global markets (including energies, base and precious metals and crops, stock indices, bonds, interest rates and currencies) as further described under Description of the Index Description of the Millburn Trading Strategy below. In order to reflect the total return that an investor would achieve, the performance of the Index will reflect the impact of the margin requirements that would be required to effect such a strategy and the return that would be obtained on any residual cash amounts not required to be placed as margin. The return on such residual cash amounts will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for its clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. The Index Strategy Selector will have no ability to influence the return obtained in respect of such residual cash amounts. The performance of the Index will also be adjusted to reflect the deduction of the Index Performance Fees, the Index Strategy Selection Fees, the Index Administration Fees and the Replication Fees, subject to the rebate from the Index Strategy Selector of the Index Administration Fee and the Replication Fees, as further described under Description of the Index Fees below. For further information on the fees that are reflected in the Index Level including regarding the rebate of certain fees by the Index Strategy Selector, please see Description of the Index Fees below. The Millburn Trading Strategy is subject to specific rules which are designed to reflect the investment restrictions imposed by the UCITS Directive, which are set out under the section Investment Restrictions in the Prospectus, the Grand-ducal Regulation of 8 February 2008 and the relevant CSSF circulars (the Index Strategy Selection Rules ), together with certain additional restrictions and parameters. The Index Strategy Selection Rules require that the components of the Millburn Trading Strategy (the Trading Components ) be diversified with the intention that the price movement or trading activities of one Trading Component does not unduly influence the performance of the Millburn Trading Strategy as a whole. Absent extraordinary market events, the Trading Components in which the Millburn Trading Strategy invests in accordance with the Index Strategy Selection Rules should be sufficiently liquid that the strategy may be replicated. The investments made by the Millburn Trading Strategy are rebalanced at set sample points over the course of each Index Business Day to ensure that it continues to reflect the markets of the assets that it references, subject to the Index Strategy Selection Rules and absent extraordinary market events, as more particularly set out in Description of the Index Millburn Trading Strategy Rebalancing Trading Component Allocations below. The Index Level and other information on the Index are published by the Index Calculation Agent. The Index Level is determined by the Index Calculation Agent by reference to the market values of the assets to which the Index provides exposure from time to time. For further information on the Index, the calculation of the Index Level, the Index Strategy Selection Rules, the Index Strategy Selector, changes to the Index, and circumstances where the Index or Index Level may be suspended or cancelled, please refer to Description of the Index below. The Sub-Fund may invest part or all of the net proceeds of any issue of Shares in one or more derivative transactions negotiated at arm s length with the Swap Counterparty (each an OTC Swap Transaction and 201
together the OTC Swap Transactions ) in return for payments from the Swap Counterparty linked to the performance of the Index. Accordingly, the Sub-Fund is likely at any time to be fully or partially exposed to one or more OTC Swap Transaction(s). The Sub-Fund may also (as an alternative to or in combination with the above 1 ) invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organisations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. Pursuant to the OTC Swap Transactions, the Sub-Fund will exchange the performance and/or the income of such transferable securities against a payoff linked to the Underlying Asset. Such transferable securities and liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Index Strategy Selector has no involvement in or control over, nor shall it be responsible for, any OTC Swap Transaction(s) or the Hedging Asset. The Index reflects the performance of a U.S. dollar denominated investment invested in accordance with the Millburn Trading Strategy whereas some of the Shares Classes are denominated in currencies other than USD. The Sub-Fund may enter into foreign exchange hedging transactions in respect of each Share Class that is denominated in a currency other than USD, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of the exchange rate between the currency of such Share Class and USD. Such hedging transactions will consist of foreign exchange spot and forward contracts, which are expected to be concluded once a month with a maturity of one month. It may not be practicable to adjust these hedging transactions to account for the foreign exchange exposure arising between two monthly roll dates from the increase or decrease in (i) the level of the Index or (ii) the number of Shares outstanding of the relevant Share Class, in which case any losses caused by adverse movements of the exchange rate between the currency of a Share Class and USD will be borne by the Shareholders of that Share Class. The value of the Sub-Fund s Shares is linked in each case to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC Swap Transactions. The valuation of the OTC Swap Transactions will reflect the relative movements in the performance of the Underlying Asset and the transferable securities (if applicable). The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying certain limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market daily. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transaction(s) by resetting the OTC Swap Transaction(s). The effect of resetting the OTC Swap Transaction(s) is to reduce the mark to market value of the OTC Swap Transaction(s) and, as a result, reduce the net counterparty risk exposure. The costs (if any) generated by the delivery of collateral by the Swap Counterparty (the Collateral Cost ) will be borne by the Sub-Fund to the extent they exceed 0.20% per annum, calculated on the basis of the NAV of the Sub-Fund. The Collateral Cost will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. Any part of the Collateral Cost borne by the Sub-Fund is deducted from the performance of the Sub-Fund. The Collateral Cost as at the Launch Date is 0.20% per annum, calculated on the basis of the NAV of the Sub-Fund. The Collateral Cost is subject to adjustment by the Swap Calculation Agent, depending upon the cost to the Swap Counterparty of posting collateral in accordance with the applicable UCITS regulations. Investors in the Sub-Fund will be notified of any adjustment to the Collateral Cost which would result in a change in the amount borne by the Sub-Fund. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may be used for liquidity purposes (e.g., to cover cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such 1 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 202
Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies. Risk Management The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the absolute VaR approach in accordance with the CSSF Circular 11/512. The Millburn Trading Strategy is designed to allocate exposure across components of the Index in a diversified manner. In addition, the Index Strategy Selector uses a margin-to- equity approach to assist in risk management. The Trading System s portfolio risk allocation system determines the maximum risk allocations to each Approved Contract within each Trading Component ( Contract Weights ). It also determines the risk allocations to each distinct trading algorithm for each Approved Contract within each Trading Component ( System Weights ). The portfolio risk allocation system is based on back-testing of portfolio performance and risk using historical prices. The portfolio risk allocation system selects Contract Weights and System Weights that are optimised for long-term portfolio robustness. One of the key components of the Index is short term interest rate derivatives. Short term interest rate derivatives have extremely short duration which makes them significantly less sensitive to interest rate changes than longer term interest futures. In order to ensure that the Index achieves its objective of a diversified portfolio, and that the short term interest rate positions make a meaningful contribution to the Index, the notional amounts of the short term interest rate components will therefore be large, both relative to the notionals of the longer term interest rate components, and in absolute terms. Based on the sum of the notional of financial derivative instruments approach (which defines the leverage as the sum of the absolute value of the notional of all financial derivative instruments in the relevant Index), the Sub-Fund s maximum expected level of leverage is 2,500% of the Sub-Fund s NAV. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment. The Sub-Fund does not employ excessive risk via leverage to create returns, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The leverage is a function of the use of short term interest rate derivatives within the Index. Profile of the Typical Investor The Sub-Fund is intended for Financially Sophisticated Investors. A Financially Sophisticated Investor means an investor who: (a) has knowledge of, and investment experience in, financial products that use complex derivatives and/or derivative strategies (such as this Sub-Fund) and financial markets generally; and (b) understands and can evaluate the strategy, characteristics and risks of the Sub-Fund in order to make an informed investment decision. In addition, investors must be able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles. The Index reflects an investment in the Millburn Trading Strategy which employs investment strategies that are complex and involve numerous risks, including potentially high levels of volatility. The Sub-Fund is intended only for those investors who understand these strategies and associated risks. Prospective investors should consult their financial, tax and legal advisors, as appropriate, in order to determine whether or not the Sub-Fund is a suitable investment for them. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that therefore the capital invested is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain 203
losses of the capital invested, up to a total loss. Investors could also bear all risks relating to the Hedging Asset as described under the section Risk Factors. Specific Risk Factors THE MILLBURN TRADING STRATEGY IS SPECULATIVE AND ENTAILS SUBSTANTIAL RISKS. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF THE SUB-FUND WILL BE ACHIEVED, AND RESULTS MAY VARY SUBSTANTIALLY OVER TIME. YOU SHOULD BE AWARE THAT THE ACHIEVEMENT OF SHORT EXPOSURE, THE USE OF DERIVATIVES AND OTHER LEVERAGED POSITIONS COULD, IN CERTAIN CIRCUMSTANCES, SUBSTANTIALLY INCREASE THE IMPACT OF ADVERSE MARKET CONDITIONS ON THE SUB-FUND S NET ASSET VALUE. Leverage Risks Although the notional amounts of the short term interest rate futures transactions that make up the Millburn Trading Strategy will be large in absolute terms (because such transactions have a short duration so that they are significantly less sensitive to movements in interest rates than longer term transactions), the diversification and risk limitation within the Millburn Trading Strategy are designed to ensure that no single component of the Millburn Trading Strategy will unduly influence its performance, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The Sub-Fund does not employ excessive risk via leverage to create returns. The leverage is a function of the use of short term interest rate futures transactions that make up the Millburn Trading Strategy. Nature of an Investment in the Index The Index is a financial index providing exposure to the Millburn Trading Strategy, which represents investments in a diversified universe of exchange-traded futures, forwards and/or swap and options contracts on a diverse range of global markets and other securities, cash and liabilities, all in accordance with the Index Strategy Selection Rules as further described in Description of the Index below. The performance of the Trading Components will strongly affect the level of the Index, and therefore, the value of the Shares. None of the Sub-Fund, the Management Company, the Index Sponsor or the Index Calculation Agent has any discretionary power to influence the systematic design of the Millburn Trading Strategy, the results generated by such strategy or any decisions made or discretions exercised by the Index Strategy Selector in relation thereto, save that the parameters of the Millburn Trading Strategy will be constrained by the Index Strategy Selection Rules specified in the Index Description (and which the Index Strategy Selector was not responsible for drafting). None of the Sub-Fund, the Management Company, the Index Sponsor, the Index Strategy Selector or the Index Calculation Agent can in any way guarantee that the objective of the Millburn Trading Strategy or of the Index will be achieved. Computer-generated Allocation The Millburn Trading Strategy is based upon a computer-generated systematic trading strategy of the Index Strategy Selector that provides exposure to Trading Components based on complex statistical research. The Millburn Trading Strategy attempts to achieve the risk and return profile of a diversified trading strategy, as more particularly described under Description of the Index Description of the Millburn Trading Strategy Millburn Trading Strategy Objective below. Certain extraordinary events, as further described below, may occur that fall entirely outside the scope of the research upon which the Millburn Trading Strategy is based. The Index Strategy Selector has the ability to exercise discretion outside of the methodology of the Millburn Trading Strategy and to veto the inclusion of certain components in the Millburn Trading Strategy where it deems that the inclusion of such components would cause the Millburn Trading Strategy to no longer be representative of the Millburn Trading Strategy Objective as particularly described under Description of the Index Description of the Millburn Trading Strategy Millburn Trading Strategy Identification of Trading Components. Whilst discretionary inputs are generally not essential to the effectiveness of a systematic allocation model, it is nonetheless important to recognise that given the often rapid and unpredictable nature of some market events, the systematic trading system may not provide for certain responses that would be possible if the Index Strategy Selector were given a higher degree of discretion. In certain circumstances and subject to the Index Strategy Selection Rules, the Index Strategy Selector may override the results of the computer-generated trading strategy and use its discretion to select an allocation to Trading Components that differs to that suggested by the computer-generated trading strategy. Examples of discretionary actions might include decreasing the margin-to-equity ratio of Trading Components to which the Millburn Trading Strategy is allocated, decreasing its exposure to all positions in certain markets or declining to execute an allocation generated by the system. Changes in the value of investments to which the Millburn Trading Strategy is exposed and/or other market events may cause the Millburn Trading Strategy to temporarily fall out of compliance with the Index Strategy Selection Rules. If this is the case, the Index Strategy Selector will adopt as a priority objective to rebalance the investments made under the Millburn Trading Strategy as soon as reasonably practicable thereafter within the parameters of the Index Strategy Selection Rules in order to remedy such non-compliance. The allocation mechanism that determines the composition of the Index contains proprietary information which is confidential to the Index Sponsor and/or the Index Strategy Selector. As such, investors will not be informed of particular elements of this mechanism. 204
Risk Limits and Rounding The Millburn Trading Strategy s computer-generated model will suggest an optimum allocation to each Trading Component that makes up the Millburn Trading Strategy. This allocation will be subject to certain risk limits which may be imposed by the Index Strategy Selector or be required by operation of law or other regulatory requirement, including, without limitation, the imposition of speculative position limits in the futures markets (see Description of the Index Description of the Millburn Trading Strategy below). The Millburn Trading Strategy s computer - generated model may also calculate a quantity that may not be a whole contract, in which case the quantity will be rounded to the nearest contract, and this may result in trading more or less than the precise amount indicated by the model and may result in no allocation being made to that Trading Component. The Index will reflect the allocations that could actually be realised through the investment in the Millburn Trading Strategy of a defined U.S. dollar cash amount equal to the notional account size. The notional account size may increase or decrease from time to time as described in Description of the Index Use of the Index below. As a result, there may be differences between the optimum exposures to Trading Components suggested by the computer-generated allocation model and those Trading Components to which the Index is actually exposed. Similarly, if a risk limit is reached, the Index will not reflect any additional allocation to the Trading Component to which the risk limit applies. As the allocations reflected in the Index will be constrained by the size of the U.S. dollar amount on which the Index is based and applicable limits, the performance of the Index may be lower or higher than it would have been had the optimum allocation been made. The risks associated with the categories of assets to which the Index may provide exposure by replicating an investment in the Millburn Trading Strategy are summarised below. Securities Options Subject to the Index Strategy Selection Rules, the Index may provide exposure to options trading, which is speculative and involves a high degree of risk. If the Index provides exposure to a purchased put or call option, there may be a loss of the entire premium paid by an investor based on the movement of the value of the option to which the Index provides exposure. Correspondingly, there will be a related reduction in the Index Level and loss to the Shares. If the Index provides exposure to the sale of a put or call option, the Index may suffer potentially significant declines, as more fully described below. Exposure to Derivatives Subject always to the Index Strategy Selection Rules, the Index may provide exposure to a wide range of derivative products. Such derivative products could include exchange traded and certain over-the-counter derivative instruments, including complex derivative instruments that seek to modify or replace the investment performance of particular securities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. These investments may be extremely volatile and involve risks that can result in a loss of all or part of an investment, including, but not limited to, interest rate and credit risk volatility, world and local market price and demand, and general economic factors and activity. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Foreign currency contract prices are influenced by, among other things, political events, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and re-evaluations. In addition, governments from time to time directly intervene in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Derivatives may involve significant amounts of leverage, which can substantially magnify market movements and result in losses greater than the amount of the investment. Some derivatives may be more volatile than their underlying securities and therefore, on a percentage basis, an investment in derivatives may be subject to greater fluctuations than an investment in the underlying security, and, to the extent the Index provides exposure to such derivatives, the value of the Index may be subject to a corresponding fluctuation. For example, if the Index provides exposure to a purchased option, the Index Level will be correspondingly reduced to reflect the premium an investor in such option would have to pay, which represents the market value of the option. Unless the price or the volatility of the instrument underlying the option changes so that it becomes profitable for an investor to exercise or sell the option before it expires, the Index Level will not recover the reduction representing the premium. Subject to the Index Strategy Selection Rules, the risk of the Index providing exposure to the writing (selling) of options could result in significant losses to the Sub-Fund (and could, in extreme circumstances, result in its Net Asset Value being reduced to zero) because the writer of the option must purchase (in the case of a put) or sell (in the case of a call) the underlying security at a certain price upon exercise, and there can be no guarantee as to what price that might be. If the Index provides exposure to the writing (selling) of an option, and an investor in such option would be required to purchase or sell (as the case may be) the underlying security at a given price, then a corresponding increase or reduction will be made to the value of the Index, which will be uncertain and may be significant. As assets that can have no value at their expiration, an exposure to options can introduce a significant additional element of 205
leverage and risk to the Index s market exposure. Subject always to the Index Strategy Selection Rules, providing exposure to certain options strategies can subject the Index to losses that are significant even in the context of positions for which the Index Strategy Selector has correctly anticipated the direction of market prices or price relationships. Exposure to Exchange Traded Futures and Forwards Subject always to the Index Strategy Selection Rules, the Index may provide exposure to transactions in exchange traded futures and forwards. Transactions in futures and forwards involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The gearing or leverage often obtainable in futures or forwards trading, due to the low margins normally required, means that a relatively small movement in the price of a futures or forward contract may result in a profit or loss which is high in proportion to the amounts of funds actually placed as margin and may result in unquantifiable future losses exceeding any margin deposited. For this reason, it is not possible to predict the losses the Index may suffer if the Index provides exposure to futures or forwards contracts. Futures or forward positions may become illiquid. If the Index provides exposure to a futures or forward position that becomes illiquid, that illiquidity will be reflected in the Index, subject to Description of the Index Index Suspension of Calculation and Cancellation below, and the Index will therefore be unable to allocate the portion of the Index providing exposure to illiquid futures or forwards to more liquid assets or to cash. Leverage as calculated by the sum of the notional of financial derivative instruments approach One of the components of the Index is short term interest rate futures. Short term interest rate futures are significantly less sensitive to interest rate changes than longer term interest futures. In order to ensure that the Index achieves its objective of a diversified portfolio, and that the short term interest rate positions make a meaningful contribution to the Index, the notional amounts of the short term interest rate components will therefore be large, both relative to the notionals of the longer term interest rate components, and in absolute terms. As a result, in accordance with the sum of the notional of financial derivative instruments approach to calculating leverage (which defines the leverage as the sum of the absolute value of the notionals of all financial derivative instruments in the relevant Index), the Sub-Fund s maximum expected level of leverage is 2,500% of the Sub-Fund s NAV. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment. The outcome of the sum of the notional of financial derivative instruments approach is purely a function of the use of short term interest rate futures within the Index. The risk factor above headed Exposure to Exchange Traded Futures and Forwards describes other instances of how leverage may arise in the Index. Other than as disclosed herein the Sub-Fund does not expect to employ any leverage. Special Risks Associated with Exposure to Over-the-Counter (OTC) Forward Contracts Subject to the Index Strategy Selection Rules, the Index may provide exposure to forward contracts. Forward contracts, unlike futures contracts, are not generally traded on exchanges and are not standardised. Some exchanges such as the London Metal Exchange do trade forward contracts on exchange. However, in the case of OTC forward contracts, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. OTC forward and cash trading is substantially unregulated and there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the OTC forward markets are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity, which can sometimes be of significant duration. There have been periods during which certain participants in these markets have been unable or unwilling to quote prices for certain currencies or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and the price at which they were prepared to sell. For this reason, it is not possible to predict the declines the Index may suffer if the Index provides exposure to OTC forward contracts. If the Index provides exposure to an OTC forward contract that becomes illiquid, that illiquidity will be reflected in the Index, subject to the Index Disruption Events (as defined in Description of the Index Index Suspension of Calculation and Cancellation below), and the Index will therefore be unable to allocate the portion of the Index providing exposure to illiquid OTC forward contracts to more liquid assets or to cash. If the Index Calculation Agent is unable to calculate the Index Level because a price cannot be obtained for any OTC forward contracts to which the Index provides exposure, an Index Disruption may occur. Illiquidity or disruption in the OTC forward markets could result in significant losses for the Sub-Fund, the delay or suspension of calculation of the Index or the cancellation of the Index, all as further described in Description of the Index Index Suspension of Calculation and Cancellation below. Credit Risk from Counterparties The Index may track transactions in over-the-counter markets, which will expose the Index to the credit of counterparties and their ability to satisfy the terms of such contracts. For example, subject always to the Index Strategy Selection Rules, the Index may provide exposure to repurchase agreements, forward contracts, options and swap arrangements, each of which expose the Index to the risk that the counterparty may default 206
on its obligations to perform under the relevant contract. Depending on the counterparty position to which the Index is exposed, a loss under any such contract may result in a corresponding reduction in the Index Level. In addition, the bankruptcy or default of clearing-houses by or through which transactions to which the Index provides exposure are carried or settled may result in declines in the Index. In the event of a bankruptcy or insolvency of a counterparty, the prime broker or such broker or clearing-house, the Index may reflect a corresponding delay in decreasing its allocation to a given position, and the Index may experience significant declines to reflect those losses actual counterparties of such entities experience, including during the period in which a counterparty whose position the Index tracks seeks to enforce its rights, inability to realise any gains on the Trading Component it tracks during such period and a liability to reflect fees and expenses incurred by the counterparty whose position the Index tracks in enforcing its rights. The financial problems at Lehman Brothers group and other well-known financial institutions since 2007 illustrate these risks. Reliance on Third Parties The Index Strategy Selector will rely on third parties to provide it with different types of data, including real time, raw, and calculated, data via the internet. The Millburn Trading Strategy, and consequently the Index, could be adversely affected if its or its data providers computer systems or infrastructure cannot properly process and calculate the information needed for the Index Strategy Selector to conduct its allocation strategies. Legal and Regulatory Risks Legal and regulatory changes could adversely affect the Millburn Trading Strategy and the Index. Regulation in respect of the type of Trading Components in which the Millburn Trading Strategy is permitted to invest is still evolving and therefore subject to change. In addition, many governmental agencies, self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future legal or regulatory change on the Millburn Trading Strategy, and consequently on the Index, is impossible to predict, but could be substantial and adverse. Market Disruptions; Short-term and Unintended Correlation The Millburn Trading Strategy, and the Index Strategy Selection Rules to which it is subject, are intended to create a diversified Index where concentration risk is reduced so that an investor in the Index is not overly exposed to a decline in the value of one or a few asset classes to which the Index provides exposure. Whilst the Millburn Trading Strategy over the long term generally demonstrates low correlation to equities and fixed income markets, in the short term, it may be highly correlated to such markets. Accordingly, a significant price fall in a particular market, such as equities and fixed income, may result in a significant decline in the value of the Index and therefore the value of the Sub-Fund. Additionally, it is possible that extraordinary events in the global financial markets may result in a decline in the value of multiple asset classes that typically have been uncorrelated or a decline in the value of some or all asset classes to which the Index provides exposure. For example, in late 2008 and early 2009, as a result of the high levels of global financial instability, financial investments across a number of different asset classes declined in value at the same time, notwithstanding that such asset classes had traditionally displayed low levels of correlation with each other. In such circumstances, the investor may not enjoy the intended protections of the diversification embedded in the Index Strategy Selection Rules and/or the Millburn Trading Strategy. Market Disruptions; Governmental Intervention The global financial markets have experienced pervasive and fundamental disruptions since 2007, which led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an emergency basis, suddenly and substantially eliminating market participants ability, at least on a temporary basis, to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have been difficult to interpret and unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of financial markets as well as previously successful investment strategies. The Index may experience major declines in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of decline resulting from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The Index Level would reflect any such price distortions or illiquidity to the extent Trading Components in which the Millburn Trading Strategy invests are affected. Accordingly, such a reduction may result in substantial declines in the Index. Market disruptions may from time to time cause dramatic declines in the Index, and such events can result in otherwise historically low volatility strategies performing with unprecedented volatility and risk. It is impossible to predict the effect that additional interim or permanent governmental restrictions will have on the markets and/or the effect of such restrictions on the Millburn Trading Strategy s allocations. However, significantly increased regulation of the financial markets could be materially detrimental to the Millburn Trading Strategy and consequently to the Index. 207
Exposure to Trading Components in Non-U.S. and Non-E.U. Markets By reflecting the performance of an investment in the Millburn Trading Strategy, the Index may provide exposure to securities of issuers that are not located or subject to regulation in the U.S. or the E.U., that are not denominated in the U.S. dollar or the euro and that are not traded in the U.S. or the E.U. Subject to the Index Strategy Selection Rules, such Trading Components to which the Index may provide exposure involve certain special risks, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws, including, but not limited to, those relating to expropriation, nationalisation and confiscation. Companies not located in the U.S. or the E.U. are also not generally subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to U.S. and E.U. companies. Further, prices of securities not traded in the U.S. or the E.U., especially those securities traded in emerging or developing countries, tend to be less liquid and more volatile. In addition, settlement of trades in some such markets may be much slower and more subject to failure than in U.S. or E.U. markets. To the extent any of these features of non-u.s. and non-e.u. markets impact the value or realisation of any Trading Components in which the Millburn Trading Strategy invests, a corresponding impact will occur to the Index Level. Exposure to Trading Components outside the U.S. and the E.U. could impose additional costs, which would result in the Millburn Trading Strategy being exposed to an increased liability. Brokerage commissions generally are higher outside the U.S. and the E.U. and currency conversion costs could be incurred if the Millburn Trading Strategy were to change investments from one country to another. To the extent that such commissions and costs result in the Millburn Trading Strategy being exposed to an increased liability, this will be reflected in a reduction of the Index Level. Operational and Human Error The Millburn Trading Strategy and the Index require the Index Strategy Selector, the Index Sponsor and the Index Calculation Agent to take certain actions that are critical to the construction and continued operation of the Millburn Trading Strategy and the Index. The success of the Millburn Trading Strategy and of the Index depends in part upon the accurate calculation of price relationships, the communication of precise instructions and ongoing position evaluations. In addition, the Index Strategy Selection Rules may require active and ongoing management of durations and other variables, and dynamic adjustments to the Millburn Trading Strategy s exposures. There is the possibility that, through human error, oversight or operational weaknesses, mistakes could occur in this process that lead to significant losses and an adverse effect on Millburn Trading Strategy and/or the value of the Index. Risk Related to Valuation In its capacity as Index Calculation Agent, Deutsche Bank AG, London Branch through Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, will determine the value of the Index in the manner described in Description of the Index below. In certain instances, and as more fully described in that section, this may result in the Index Calculation Agent exercising certain discretions to value assets and liabilities. Since the valuations of these securities will be included in the calculation of the value of the Index, the valuation discretion afforded the Index Calculation Agent will affect the value of any Shareholder s investment and the prices at which units in the Index may be purchased or redeemed. The valuations assigned may not be the same as those at which the relevant assets or liabilities being valued could actually be purchased, sold or closed-out. In assigning valuations for illiquid securities or other investments, the Index Calculation Agent may in its discretion apply an illiquidity discount. The Index Calculation Agent may also be a Swap Counterparty and have certain payment obligations to the Sub-Fund linked to the performance of the Index. As such, the Index Calculation Agent may face conflicts of interest in valuing the Index given that it may have payment obligations linked to the value of Index, although Deutsche Bank AG seeks to mitigate any such conflicts by virtue of the calculations being performed by DBIQ and not by any trading function of Deutsche Bank AG. Suspension of Calculation and Cancellation of the Index In limited circumstances, the Index may be suspended or cancelled. The Index Sponsor has the discretion to suspend the Index following the occurrence of an Index Suspension Event. The Index will be cancelled following the occurrence of an Index Cancellation Event. Index Suspension Event and Index Cancellation Event are each defined below in the section headed Description of the Index Index Suspension of Calculation and Cancellation. Where circumstances arise that permit the Index Sponsor to suspend the Index, the suspension will continue until the Index Sponsor determines such circumstances are no longer in existence. During a suspension period, no Index Level valuations will be undertaken, and any scheduled rebalancing will be delayed until after the end of the suspension period. Upon a cessation of a suspension period, the Index Calculation Agent may make such adjustments to the Index methodology as it determines necessary, as further described in Description of the Index Index Suspension 208
of Calculation and Cancellation below. If the Index Calculation Agent believes there is no reasonable prospect of the suspension period ceasing within one week of its commencement, the Index Sponsor may terminate the Index. If the Index is cancelled, the OTC Swap Transaction(s) will be cancelled. For further information on the suspension and cancellation of the Index, see Description of the Index Index Adjustments, Suspension of Calculation and Cancellation below. Published Index Levels Index Levels published by the Index Calculation Agent will not be retrospectively altered. Delay or Non-Publication of Index Levels The Index Calculation Agent is not liable to any person for not publishing the Index Level as at any Index Business Day within the time periods specified in the Index Description or failing to publish it in any particular place or for failing to publish an Index Level at all in relation to any Index Business Day. Selection of Trading Components At set sample times throughout each Index Business Day, the Trading Components in which the Millburn Trading Strategy is invested will be rebalanced by the Index Strategy Selector to adjust the exposure to each such Trading Component in accordance with the Index Strategy Selection Rules. In performing such rebalancing, neither the Index Strategy Selector, the Index Sponsor nor the Index Calculation Agent is required to take into account the interests of any investors in products linked to the Index, including Shareholders in the Sub-Fund, or any other persons. None of the Index Strategy Selector, the Index Sponsor nor the Index Calculation Agent shall be liable for any adverse effect on the level of the Index resulting from the exercise of their respective roles. Monitoring If the Index Sponsor detects that the Millburn Trading Strategy falls out of compliance with the Index Strategy Selection Rules, the Index Sponsor shall inform the Index Strategy Selector of such non-compliance. If the Index Sponsor so notifies the Index Strategy Selector or the Index Strategy Selector otherwise becomes aware of such non-compliance, the Index Strategy Selector will adopt as a priority objective the remedy of the noncompliance of the Millburn Trading Strategy with the Index Strategy Selection Rules as soon as is reasonably practicable thereafter. Notwithstanding this obligation of the Index Sponsor to notify the Index Strategy Selector of the non-compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules, neither the Index Sponsor nor any of its affiliates owe any obligation to the Sub-Fund or the Shareholders in the Sub-Fund to monitor compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules or with respect to any of the roles of the Index Strategy Selector. FX Risks The NAV of the Share Classes each reflect the performance of a currency-hedged investment in the Index (the constituent elements of which are valued in USD) with regard to the Share Class currency (being one of EUR, GBP, JPY or USD). As a result of the difference in the currency of calculation, for the Share Classes whose currency is not USD, investors will bear residual FX risk (linked, among others, to the interest rate differential between the relevant non-usd Share Class currency and USD) causing differences between the performances of each of the Index Share Classes. Accordingly, in the absence of any FX hedging arrangements, direct exposure to the Index through a non-usd denominated Share Class would involve exchange rate risks. In order to mitigate these risks, the Sub-Fund may enter into hedging transactions, as described above. However, no assurance can be given that such hedging transactions will be entirely effective in achieving the purpose for which they have been entered into. In addition, the impact of the hedging transactions on the NAV of the Share Class in relation to which they are entered can be a positive or negative amount. Whilst currency hedging reduces risks and losses in adverse market circumstances, it can also reduce and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of a non- USD Share Class may differ from that of the Index as a result of the foreign exchange hedging transactions. No Endorsement of the Index Strategy Selector Neither Deutsche Bank AG, London Branch nor any of DB Affiliates endorses or otherwise recommends the Index Strategy Selector, the Millburn Trading Strategy or the Index Strategy Selection Rules or accept any responsibility for the Description of the Millburn Trading Strategy or the design and construction of the Millburn Trading Strategy or the Index Strategy Selection Rules. Any investigations, due diligence, searches or other enquiries made by Deutsche Bank AG, London Branch (whether in its capacity as Index Sponsor, Index Calculation Agent or otherwise) in respect of the Index Strategy Selector or the Millburn Trading Strategy will be made by Deutsche Bank AG, London Branch for its own benefit and for its own purposes in accordance with its own criteria. No representations or warranties have been or are given by Deutsche Bank AG, London Branch in respect of the Index Strategy Selector or the Millburn Trading Strategy, and no investor should place any reliance on Deutsche Bank AG, London Branch having conducted any investigations, due diligence, searches or other enquiries. Deutsche Bank AG, London 209
Branch assumes no responsibility to notify investors of the content or results of any such investigations, due diligence, searches or other enquiries. Limitations of the Millburn Trading Strategy and the Index Strategy Selection Rules The Index provides exposure to the Millburn Trading Strategy, which represents investments made in accordance with the Index Strategy Selection Rules. No assurance can be given that the Index Strategy Selector will maintain the Millburn Trading Strategy in accordance with the Index Strategy Selection Rules or that compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules will lead to any increase in the value of the Index. Furthermore, there are potential limitations to the Millburn Trading Strategy and the Index Strategy Selection Rules. In particular, the Millburn Trading Strategy and the Index Strategy Selection Rules may be based to some extent on previous trends in the relevant markets, but there is no guarantee that such trends will be repeated in the future. The Millburn Trading Strategy and the Index Strategy Selection Rules followed by the Index Strategy Selector may also depend on the exposure to Trading Components being realised at certain times, and no assurance can be given that this will coincide with the time when the Index is valued. In particular, the Trading Components selected may have experienced significant volatility over the specified period. Potential investors should be aware that the performance of the Sub-Fund will depend on the performance of the Trading Components in which the Millburn Trading Strategy invests, in accordance with the Index Strategy Selection Rules, and consequently to which the Index provides exposure. There can be no guarantee that the allocations made based on the Millburn Trading Strategy and the Index Strategy Selection Rules will be profitable or will effectively hedge against the risk of market or other conditions that may cause the value of the Shares to decline. Restrictions imposed by the Index Strategy Selection Rules The Index is a "financial index" according to the UCITS Directive, and the construction of the Index and of the Index Strategy Selection Rules is designed to reflect the investment restrictions imposed by the UCITS Directive together with certain additional restrictions and parameters. The UCITS Directive requires of financial indices, among other things, a high level of diversification in order to mitigate the risk of loss to an investor in a financial index that could occur if an index provided a proportionately high exposure to one type of asset that experienced a loss in value. This diversification requirement, however, also prevents a financial index from providing proportionately high exposure to a type of asset that is experiencing an increase in value. Additionally, the UCITS Directive requires that the assets to which a financial index provides exposure be liquid assets. It may be that providing exposure to illiquid assets would result in greater gains for the Index than would follow from providing exposure to liquid assets, as per the UCITS Directive. As a result of this liquidity requirement, the Millburn Trading Strategy and the Index cannot take advantage of providing exposure to an illiquid asset that is experiencing an increase in value. Therefore, because of the diversification and liquidity requirements imposed on financial indices by the UCITS Directive, gains on the Index may not be as high as they might be absent those requirements. Portfolio Turnover Turnover of the components of the Millburn Trading Strategy and consequently of the components to which the Index provides exposure may be higher than the average turnover would be for other indices. Any transaction and commission costs incurred on the Trading Components in which the Millburn Trading Strategy invests and to which the Index provides exposure will be reflected as a decline in the Index Level from time to time, and the value of the Sub-Fund s Shares may be negatively affected. Changes to the Millburn Trading Strategy Objective and Index Strategy Selection Rules The Index Strategy Selector may at any time propose changes to the Millburn Trading Strategy, the Millburn Trading Strategy Objective and the Index Strategy Selection Rules to the Management Company acting on behalf of the Sub-Fund (so long as, in the case of changes to the Millburn Trading Strategy Objective, such changes do not conflict with the Index Strategy Selection Rules). Such changes may be effected provided that the Management Company, acting on behalf of the Sub-Fund, agrees to such changes, and provided that all necessary regulatory requirements, including the attainment of any necessary approvals and pre-notification to investors have been complied with. Index Strategy Selector Compensation As described below under Description of the Index Fees, the Index Strategy Selection Fee and the Index Performance Fee, which may be substantial, represent remuneration to the Index Strategy Selector for its role with respect to the Index, and will be deducted from the value of the Index as described in more detail under Description of the Index Fees below. Performance-related fees may create an incentive for the Index Strategy Selector to invest the Millburn Trading Strategy in a portfolio that is riskier or more speculative than would be the case if such fees were not applicable. In addition, since the performance fees may be calculated on a basis that includes both unrealised and realised gains on the assets that the Millburn Trading Strategy is invested in, such fees may be greater than if they were based solely on realised gains. The deduction of the Index Strategy Selection Fee and the Index Performance Fee will mean that the value of the Index is less than would be the case if no such fees were deducted. 210
Index Administration Fee and Replication Fees As described below under Description of the Index Fees, the Index Administration Fee and the Replication Fees, each as determined by the Index Calculation Agent, represent remuneration to Deutsche Bank AG, London Branch for acting in its various capacities with respect to the Index and the Sub-Fund, and will be deducted from the value of the Index as described in more detail under Description of the Index Fees below. However, as described under Description of the Index Fees - Index Strategy Selection Fee below, the Index Strategy Selector has agreed to subsidise in full the Index Administration Fee and the Replication Fees. Such subsidies offset the deduction of the Index Administration Fee and the Replication Fees in full, meaning that the net deduction from the Index Level in respect of the Index Administration Fee and the Replication Fees is zero. Please see Description of the Index Fees for further information on the Index Administration Fee and Replication Fees. Reimbursement of Fees by the Swap Counterparty to the Sub-Fund The Swap Counterparty has agreed to reimburse the Sub-Fund in respect of part or all (depending on the Share Class) of the Management Company Fee, the Fixed Fee and the Taxe d Abonnement. However, if the Swap Counterparty defaults on this obligation and fails to reimburse the Sub-Fund, any such fee or cost which the Swap Counterparty has failed to reimburse will be borne by the Sub-Fund and will be accordingly deducted from the Net Asset Value of the Shares. No Equalisation in regards to Index Performance Fee The Net Asset Value per Share of each Share in the Sub-Fund will reflect a pro rata portion of the Index Performance Fee, irrespective of the date on which that Share was subscribed. The Sub-Fund does not attempt to equalise the treatment of Shareholders with respect to the impact of the Index Performance Fee on the value of their individual shareholdings. As a result, the impact of the Index Performance Fee on the Index Level will be different than if performance fees were individually calculated for each Shareholder based on the performance of that Shareholder's investment. Whether a Shareholder is disadvantaged or advantaged by this will depend on the timing of investments by that Shareholder and the performance of the Sub-Fund. Potential investors should ensure that they understand the basis on which the Index Performance Fee is charged and the implications for them of the Sub-Fund not applying any form of equalisation. Deutsche Bank Entities as agents Deutsche Bank AG, London Branch and DB Affiliates (each a Deutsche Bank Entity ) provide various services in respect of the calculation of the Index and the Sub-Fund. The failure by a Deutsche Bank Entity to provide such services may jeopardise the performance of the Index and the Sub-Fund. In particular, Deutsche Bank Entities fulfil the roles of Index Calculation Agent, Swap Counterparty and Swap Calculation Agent. Potential Conflicts of Interest Potential conflicts of interest may exist between the Deutsche Bank Entities acting in various capacities. In performing each of the various services in relation to the Index, Deutsche Bank Entities do not act on behalf of, or accept any duty of care or any fiduciary duty. Each relevant Deutsche Bank Entity will pursue actions and take steps that it deems necessary or appropriate to protect its interests. The Index Sponsor and the Index Strategy Selector may be in possession at any time of information in relation to Trading Components to which the Index provides exposure. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. Deutsche Bank Entities shall be entitled to receive fees or other payments and exercise all rights which they may have in connection with Hedging Arrangements (as defined below). Deutsche Bank Entities may be in possession at any time of information in relation to the Index Strategy Selector. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. For a discussion of potential conflicts of interest that may exist for the Index Strategy Selector, see the section headed Description of the Index Conflicts of Interest of the Index Strategy Selector below. Termination Right of the Swap Counterparty pursuant to OTC Swap Transactions The Sub-Fund may enter into OTC Swap Transactions that give the Swap Counterparty the right to terminate such OTC Swap Transactions, in its sole and absolute discretion, at any time. If the Swap Counterparty decides to exercise such termination right, it will reduce the exposure of the Sub-Fund to the Index and may necessitate a termination payment from the Sub-Fund to the Swap Counterparty. It may also give the Board of Directors the right to terminate the Sub-Fund, if the Board of Directors so determine in their sole discretion as described above under General Information Relating to the Sub-Fund. If any OTC Swap Transactions are terminated in this manner, the Sub-Fund is under no obligation to seek any replacement OTC Swap Transactions and the Sub-Fund may be terminated in accordance with the above. If the Sub-Fund does choose to seek any replacement OTC Swap Transactions, no assurances are given that such replacements will be found. 211
Hedging Arrangements Deutsche Bank Entities may acquire or hold certain assets related to the Index in order to meet obligations of the Swap Counterparty in respect of the OTC Swap Transactions (this is referred to as Hedging Arrangements ) or for any other purpose, but Deutsche Bank Entities are not required to do this. If they do, Deutsche Bank Entities will have certain rights as holders of such assets and will pursue actions and take steps that they deem appropriate to protect their own interests without regard to the consequences for investors in the Sub-Fund, subject always to its regulatory obligations. Hedging Arrangements will not be disclosed to investors in the Sub-Fund. If any Deutsche Bank Entity does enter into a Hedging Arrangement, neither the Sub-Fund, any Shareholder nor any other person will have any ownership interest in any property that is the subject of the Hedging Arrangement. General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period See below under Description of the Shares. USD 50,000,000 In respect of all Share Classes but I1C-N, the Offering Period started on 23 May 2011 and ended on 27 May 2011. In respect of Share Class I1C-N, the Offering Period will start on 12 June 2013 and end on 14 June 2013, or such earlier or later date as the Board of Directors may determine. Launch Date Means, in respect of all Share Classes but I1C-N, 31 May 2011. In respect of Share Class I1C-N, the Launch Date will be 19 June 2013, or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time at its sole discretion. Termination Subscription and Redemption Deadline Redemptions NAV Suspension Index Suspension Event Transaction Day The Sub-Fund has no Maturity Date. However, the Board of Directors may decide, in its sole discretion, to terminate the Sub-Fund (i) for the reasons described in the section of the core Prospectus headed General Information on the Company and the Shares, sub-section II.d ( The Company - Termination of Sub-Funds ), and (ii) additionally, if an OTC Swap Transaction is terminated for any reason. Means 2:00 p.m. (Luxembourg time) three Product Business Days prior to the relevant Transaction Day. Subject to the occurrence of a NAV Suspension (as described below), applications to redeem Shares received in respect of any single Transaction Day will be accepted up to 100% of the Net Asset Value of the Sub-Fund. The Board of Directors will not exercise the discretion (described in the core part of the Prospectus under Special Procedure for Cash Redemptions Representing 10% or more of the Net Asset Value of any Sub-Fund ) to scale down applications to redeem 10% or more of the Net Asset Value of the Sub-Fund, on the basis that the Swap Counterparty has committed (subject to the occurrence of an Index Suspension Event) to provide a secondary market in the OTC Swap Transaction(s) for up to 100% of the value of such transaction(s) as at any Transaction Day so that all the Shares for which redemption orders have been validly submitted will be redeemed at the prevailing NAV. In certain circumstances described in the section of the core Prospectus headed Temporary Suspension of Net Asset Value and of Issues, Redemptions and Conversions, the calculation of the Net Asset Value of the Sub-Fund and also subscriptions and redemptions in the Sub-Fund may be suspended upon decision of the Board of Directors. These include, but are not limited to the occurrence of an Index Suspension Event as described under Description of the Index Index Suspension of Calculation and Cancellation. Means the occurrence of any of the events specified as such in General Description of the Underlying Asset Description of the Index below. Daily, on each Business Day. 212
Valuation Day Settlement Product Business Day Index Business Day Business Day Investment Manager Swap Counterparty Swap Calculation Agent Index Sponsor Index Strategy Selector Index Calculation Agent Means three Product Business Days following the relevant Transaction Day. The Net Asset Value for each Share Class will be calculated on each Valuation Day on the basis of the closing prices on the Transaction Day falling immediately prior to such Valuation Day. The Net Asset Value per Share Class will be published on each Valuation Day. Subscription and Redemption orders will be settled five Product Business Days following the relevant Transaction Day. Means a day (other than a Saturday or a Sunday) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, London and New York; and Each Clearing Agent is open for business. Means a day (other than a Saturday or Sunday) on which banks in London and New York City are open for business. A day which is both a Product Business Day and an Index Business Day State Street Global Advisors Limited. Deutsche Bank AG, acting through its London Branch. Deutsche Bank AG, acting through its London Branch. Deutsche Bank AG, acting through its London Branch. Millburn Ridgefield Corporation Deutsche Bank Index Quant, an independent research unit within Deutsche Bank AG London Branch. 213
Description of the Shares Form of Shares I1C-E I1C-N I1C-U I1C-G I1C-J R1C-E R1C-U R1C-G R1C-J Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price EUR 100 NOK 100 USD 100 GBP 100 JPY 10,000 EUR 10,000 USD 10,000 GBP 10,000 Reference Currency German Security Identification Number (WKN) ISIN Code Minimum Initial Subscription Amount Management Company Fee 1 * A1C5Z1 LU05441543 53 A1T7S6 LU09252741 76 USD JPY 1,000,000 A1C5Z2 A1C5Z3 A1C5Z4 A1C5Z5 A1C5Z6 A1C5Z7 A1C5Z8 LU05441549 40 LU05441555 90 LU05441559 13 LU05441566 48 LU05441573 72 LU05441578 85 LU05441584 20 500 Shares 1 Share 500 Shares 500 Shares 500 Shares 1 Share 1 Share 1 Share 1 Share 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Up to 1% p.a. Up to 1% p.a. Up to 1% p.a. Up to 1% p.a. Fixed Fee* 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. Taxe d Abonnement* 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Conversion Charge 2 Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% * The Swap Counterparty has agreed to reimburse the Sub-Fund in respect of the whole or a portion of the Management Company Fee, the Fixed Fee and the Taxe d Abonnement as follows: (i) in respect of the Shares of Class I : the entire Management Company Fee, the entire Fixed Fee and the entire Taxe d Abonnement; and (ii) in respect of the Shares of Class R, a portion of the Management Company Fee, the Fixed Fee and the Taxe d Abonnement which will be equal to the respective amounts which would be paid by the Sub-Fund if such R Share Classes were equivalent I Share Classes (i.e. 0.05% per annum, 0.15% per annum and 0.01% per annum in respect of the Management Company Fee, the Fixed Fee and the Taxe d Abonnement, respectively). 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including the Launch Date. 214
General Description of the Underlying Asset THE INDEX SPONSOR AND THE INDEX CALCULATION AGENT WILL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH THEY CONSIDER RELIABLE AND USING THE VALUATION METHODS SET OUT BELOW, BUT NEITHER THE INDEX SPONSOR NOR THE INDEX CALCULATION AGENT WILL INDEPENDENTLY VERIFY THE INFORMATION OBTAINED FROM SUCH SOURCES NOR GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NO TRANSACTION RELATING TO THE INDEX IS SPONSORED, ENDORSED, SOLD OR PROMOTED BY THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR OR THE INDEX CALCULATION AGENT IN THOSE CAPACITIES. NEITHER THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR, THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND NOR THE INDEX CALCULATION AGENT MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO (A) THE ADVISABILITY OF PURCHASING ANY INVESTMENT OR INSTRUMENT OR ASSUMING ANY RISK IN CONNECTION WITH ANY TRANSACTION RELATING TO THE INDEX, (B) THE LEVELS AT WHICH THE INDEX STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DATE, (C) THE RESULTS TO BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH ANY LICENSED RIGHTS OR FOR ANY OTHER USE, (D) THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR (E) ANY OTHER MATTER. NEITHER THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND, THE INDEX STRATEGY SELECTOR, THE INDEX SPONSOR NOR THE INDEX CALCULATION AGENT SHALL BE LIABLE (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE INDEX OR IS UNDER ANY OBLIGATION TO ADVISE ANY PERSON OF ANY ERROR THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND, THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR OR THE INDEX CALCULATION AGENT HAVE ANY LIABILITY (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION RELATING TO THE MILLBURN TRADING STRATEGY APPEARING UNDER THE HEADING DESCRIPTION OF THE MILLBURN TRADING STRATEGY BELOW IS AN ACCURATE REPRODUCTION OF THE DESCRIPTION OF THE MILLBURN TRADING STRATEGY PROVIDED BY THE INDEX STRATEGY SELECTOR. THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND HAS OBTAINED THE PRIOR WRITTEN CONSENT OF THE INDEX STRATEGY SELECTOR TO REPRODUCE THE BELOW INFORMATION SOLELY IN RESPECT OF THE DESCRIPTION OF THE MILLBURN TRADING STRATEGY. THE DESCRIPTION OF THE MILLBURN TRADING STRATEGY HAS BEEN PROVIDED BY THE INDEX STRATEGY SELECTOR AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE SUB-FUND, THE MANAGEMENT COMPANY, DEUTSCHE BANK AG IN ANY OF ITS VARIOUS ROLES, OR ANY OTHER PERSON. ACCORDINGLY, THE INDEX STRATEGY SELECTOR ASSUMES THE RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS AND APPLICABILITY OF THE DESCRIPTION OF THE MILLBURN TRADING STRATEGY. The Underlying Asset is the Index, which is a financial index that is designed to reflect the total return (positive or negative) that would actually be achieved by an investor over time were it to allocate a U.S. dollar cash amount to be invested in accordance with the Millburn Trading Strategy. The Millburn Trading Strategy is a computer-based trading system owned and operated by the Index Strategy Selector that represents a diversified exposure to the speculative trading of exchange-traded futures, forwards and/or swap and options contracts on a diverse range of global markets (including energies, base and precious metals and crops, stock indices, bonds, interest rates and currencies). By reflecting the total return that would be received by an investor using the Millburn Trading Strategy, the Index may also provide exposure to cash, cash equivalents, other liquid securities and liabilities, which is further described in the section headed Description of the Index below. The Index is sponsored by the Index Sponsor. 215
Description of the Index Strategy Selector The information contained in this section has been provided by the Index Strategy Selector and has not been independently verified by the Sub-Fund, the Management Company, Deutsche Bank AG, in any of its various roles, or any other person. Accordingly, the Index Strategy Selector assumes the responsibility for the accuracy, completeness and applicability of such information. Millburn Ridgefield Corporation The Index Strategy Selector, Millburn Ridgefield Corporation, is a Delaware corporation organised in May 1982 to manage discretionary accounts in futures and forward markets. It is the corporate successor to a futures trading and advisory organisation which has been continuously managing assets in the currency and futures markets using quantitative, systematic techniques since 1971. As of 30 June 2010, the Index Strategy Selector, together with its affiliates, was managing approximately U.S.$1.9 billion in currencies, currency overlays, financial and commodity futures and other alternative strategies. The Index Strategy Selector has advised the Sub-Fund that it has been registered with the U.S. Commodity Futures Trading Commission ( CFTC ) as a commodity pool operator since 1 July 1982 and as a commodity trading advisor, each as defined in the Commodity Exchange Act, since 13 September 1984 and has been a member of the National Futures Association since 1 July 1982. Background and Management The Index Strategy Selector is the successor to the trading advisory and commodity pool operator functions of Millburn Partners and CommInVest Research Limited Partnership, which served as general partners of various public commodity pools and both of which are or were affiliates of The Millburn Corporation. The Millburn Corporation, an affiliate of the Index Strategy Selector, performs certain administrative and operating functions for the Index Strategy Selector. There have never been, nor are there pending or on appeal, any administrative, civil or criminal actions against the Index Strategy Selector or its principals or affiliates. The registration of the Index Strategy Selector with the CFTC must not be taken as an indication that such agency has recommended or approved either the Index Strategy Selector or the Sub-Fund. The Millburn Trading Strategy owned and operated by the Index Strategy Selector, is a component of the Index and is designed and intended by the Index Strategy Selector to comply with the Index Strategy Selection Rules. Absent extraordinary circumstances, the Index Strategy Selector will operate the Millburn Trading Strategy in accordance with the Index Strategy Selection Rules. If, at any time, the Index Strategy Selector becomes aware of any non-compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules, the Index Strategy Selector will adopt as a priority objective the remedy of such non-compliance as soon as is reasonably practicable thereafter. 216
Description of the Index This section sets out the description of the Index in full (the Index Description ), which may be amended from time to time pursuant to its terms. Any amendments or changes to the Index will be published in accordance with Publication of Information Relating to the Index below. The dbx Millburn Multi-Markets Index (the Index ) is a proprietary index of Deutsche Bank AG, London Branch (the Index Sponsor ). The Index or its name may only be used with the written consent of the Index Sponsor. The Index is designed to reflect the total return (positive or negative) that would be achieved by an investor over time were it to allocate a U.S. dollar cash amount (the Reference Amount ) to be invested in the global futures, forwards and options markets in accordance with the Millburn Trading Strategy (the Millburn Trading Strategy ). The Millburn Trading Strategy is a proprietary computer-based trading system owned and operated by Millburn Ridgefield Corporation (the Index Strategy Selector ). The Millburn Trading Strategy or its name may only be used with the written consent of the Index Strategy Selector. In order to reflect the total return, the performance of the Index will reflect the impact of the margin requirements that would be required to effect such a strategy, the return that would be obtained on any residual cash amounts not required to be placed as margin and interest earned on cash or cash equivalents placed as margin. It will also be adjusted to reflect the deduction of the Index Performance Fees, the Index Strategy Selection Fees, the Index Administration Fees and the Replication Fees, but subject to the rebate from the Index Strategy Selector as described in Index Strategy Selection Fee, Index Administration Fee and Replication Fees below. For further information on the fees that are reflected in the Index Level, please see Fees below. The Index level (the Index Level ) is calculated by Deutsche Bank Index Quant, an independent research unit within Deutsche Bank AG, London Branch ( DBIQ ) as initial index calculation agent (the Index Calculation Agent ) and is published as set out in Publication of Certain Information Relating to the Index below. On 31 May 2011 (the Start Date ) the Index will have an Index Level equal to 1,000. On each Index Business Day thereafter the Index Calculation Agent shall determine the Index Level in respect of that day by valuing the Index Components (in accordance with Valuation of the Index Components below) and applying the following formula: IndexLevel t Where: IndexLevel t 1 1 MillburnTradingStrategy Performanc e CashPerformanc e DeductionFactor Millburn Trading Strategy Performance represents the positive or negative performance of the Millburn Trading Strategy (expressed as a percentage) since the immediately prior Index Business Day as determined by the Index Calculation Agent (taking into account any re-allocations) and as scaled by the Index Calculation Agent to reflect the proportional allocation of the Index to the Millburn Trading Strategy. For purposes of determining the Millburn Trading Strategy Performance, any Trading Component will be valued in accordance with Valuation of the Index Components below. Cash Performance represents the return on the Cash Component (expressed as a percentage) since the immediately prior Index Business Day as determined by the Index Calculation Agent (taking into account any re-allocations), and as scaled by the Index Calculation Agent to reflect the proportional allocation of the Index to the Cash Component. For purposes of determining the Cash Performance, the return on the Cash Component will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for its clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. Deduction Factor means a factor determined by the Index Calculation Agent as representing the aggregate fees deductible from the Index in respect of the period since the immediately prior Index Business Day and with such fees being the Index Performance Fees, the Index Strategy Selection Fees, the Index Administration Fees and the Replication Fees, as described further in Fees below, but subject to the rebate from the Index Strategy Selector as described in Index Strategy Selection Fee, Index Administration Fee and Replication Fees below (apportioned for each Index Business Day on such basis as the Index Calculation Agent reasonably determines appropriate). Trading Component means a set of Approved Contracts grouped together to form a single Trading Component, as described in "Description of the Millburn Trading Strategy" below. Cash Component means, on any Index Business Day, a notional amount in U.S. dollars determined by the Index Calculation Agent as equal to the residual cash amount that would be available to an investor from an investment in the Millburn Trading Strategy, after posting margin as would be required to be posted by such investor in connection with its investment in the Millburn Trading Strategy, and as if such investor had made an investment of the Reference Amount in the Millburn Trading Strategy on the Start Date, and taking into account the performance of the Millburn Trading Strategy and any previous Cash Component, in each case on each day falling after the Start Date but prior to such Index Business Day. 217
"Approved Contract" means each futures, forward, options, foreign exchange forward and swap, and interest rate forward and swap contract entered into under the Millburn Trading Strategy, as further described under the section headed Millburn Trading Strategy Identification of Approved Contracts below. Index Business Day means a day (other than a Saturday or Sunday) on which banks in London and New York City are open for business. The Index Calculation Agent will make such adjustments to the Deduction Factor, the Index Level, the Cash Performance and the value of the Trading Components as it, in good faith and a commercially reasonable manner, determines appropriate to reflect the impact of such Fees on an investor were it to allocate a U.S. dollar cash amount to be invested in accordance with the Millburn Trading Strategy and were the Fees to be accrued and paid on the basis described in the section headed "Fees" below. This will reflect the fact that were an investor to invest in a fund or managed account then payment of fees would reduce the assets in that fund or managed account, and would also reduce the accrued liability for the fee. This results in a proportionally different allocation to the performance of assets immediately following such payment than before. Such effect will be reflected in the calculation of the Index. Description of the Millburn Trading Strategy The Millburn Trading Strategy Objective is to achieve attractive risk-adjusted rates of return from capital appreciation through investments in a diversified portfolio of exchange-traded futures, forwards and/or swap and options contracts on a diverse range of global markets (including energies, base and precious metals and crops, stock indices, bonds, interest rates and currencies). The Millburn Trading Strategy can also be exposed to cash or cash equivalents. The Millburn Trading Strategy seeks to replicate the risk and return characteristics of the Index Strategy Selector s proprietary systematic, quantitative, diversified and primarily directional investment strategy, based upon signals generated from an analysis of price, price derivatives, fundamental and other quantitative data. Markets traded are selected so as to maximize diversification while ensuring adequate liquidity in the markets selected from the universe of available futures and forward contracts. The Millburn Trading Strategy is subject to the Index Strategy Selection Rules set out in the Schedule to this Index Description. Millburn Trading Strategy Design The Millburn Trading Strategy is designed based on a combination of factors, including: technical trend analysis; certain non-trend-following technical systems; and money management principles relating to risk. These factors impact the application of the Index Strategy Selector s proprietary and systematic models-based approach, which employs the Index Strategy Selector s models in analysing data over a time spectrum from a few hours to multiple years. In designing the Millburn Trading Strategy, these core principles are applied based on quantitative and directional processes that analyse price movements of a wide range of instruments across different markets. The factors on which this design is based may be revised from time to time as a result of extensive and ongoing market research conducted by the Index Strategy Selector, including the Index Strategy Selector s quantitative measurement of levels of risk. The design of the Millburn Trading Strategy takes into account not only overall risk, but also analyses risk in the Millburn Trading Strategy s position in each market. In its design, the Index Strategy Selector employs models that seek to maintain overall portfolio risk and distribution of risk across markets within designated ranges. Millburn Trading Strategy Construction and Monitoring The Index Strategy Selector will define the rules that determine the Millburn Trading Strategy construction and shall select the Trading Components at the Start Date and as at each Rebalancing, in accordance with the methodology described below. The Index Strategy Selector shall be responsible for ensuring that the Millburn Trading Strategy, the Trading System (as described below under the section headed Millburn Trading Strategy-Description of the Trading System ) and the Trading Components comply with this description and with the Index Strategy Selection Rules. If the Index Sponsor detects that the Millburn Trading Strategy falls out of compliance with the Index Strategy Selection Rules, the Index Sponsor shall inform the Index Strategy Selector of such non-compliance. If the Index Sponsor so notifies the Index Strategy Selector or the Index Strategy Selector otherwise becomes aware of such non-compliance, the Index Strategy Selector will adopt as a priority objective the remedy of the non-compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules as soon as is reasonably practicable thereafter. Notwithstanding this obligation of the Index Sponsor to notify the Index Strategy Selector of the non-compliance of the Millburn Trading Strategy with the Index Strategy Selection Rules, neither the Index Sponsor, nor any affiliate of the Index Sponsor is responsible for the Millburn Trading Strategy, the Trading System or any Trading Component, or for monitoring or verifying the compliance of the Millburn Trading Strategy or any Trading Component to this description or to the Index Strategy Selection Rules. Neither the Index Sponsor nor any affiliate of the Index Sponsor shall have any liability to any person for 218
any non-compliance of the Millburn Trading Strategy, Trading System or Trading Components with this description or the Index Strategy Selection Rules. Millburn Trading Strategy Identification of Approved Contracts To select the components for inclusion in the Millburn Trading Strategy, the Index Strategy Selector has designed a proprietary methodology that forms the basis of a disciplined, rules-based selection process which is twofold: Selection of Eligible Contract Eligible Contracts are futures, options and forward contracts that satisfy all of the following criteria: They are selected from the available universe of futures, options and forward contracts. Futures and options contracts must be traded on one of the Recognised Exchanges set forth on Appendix 1 ((UCITS) list of Recognised Exchanges). Futures, options and forward contracts must have an expiration date of less than 60 months into the future. Selection of Approved Contracts Approved Contracts are Eligible Contracts that satisfy all of the following criteria: They must be priced intra-day and forward contracts must be tradable through multiple counter-parties. They must satisfy the Index Strategy Selector s proprietary liquidity and transaction cost constraints. They must fall into any of the following 8 sector categories: Short-term Interest Rate Long-term Interest Rate Currency (either any currency against the US dollar ( USD ) or any two non-usd currencies against each other) Stock index (for the purpose of this categorisation, an Eligible Contract that is based on a stock index volatility will be considered a stock index) Energy commodity Precious metal commodity Industrial metal commodity Agricultural commodity Millburn Trading Strategy Trading Component Construction Subject to the remainder of this paragraph, each Approved Contract will form an individual Trading Component. Those Approved Contracts in the energy commodity, precious metal commodity, industrial metal commodity and agricultural commodity sector categories will be subject to a correlation analysis, and if they have correlations above 0.8 they will be grouped together to form a single Trading Component. The Index Strategy Selector will undertake this correlation analysis on the last Index Business Day of each calendar quarter using a proprietary algorithm to determine which Approved Contracts will be grouped together to form a single Trading Component. The groupings of Trading Components determined by the correlation analysis in respect of the last Index Business Day of a calendar quarter shall apply until the last Index Business Day of the next calendar quarter. It is expected that multiple Trading Components will contain multiple Approved Contracts, either consisting of Approved Contracts with the same underlying market or consisting of Approved Contracts with different underlying markets or a combination of both. The number of Trading Components within the Millburn Trading Strategy may vary over time; however, the total number of Trading Components at any one time will typically be around 50. Millburn Trading Strategy Trading Component Allocations The allocation to each Trading Component within the Millburn Trading Strategy will be determined by the Index Strategy Selector at the Start Date and at each subsequent Rebalancing. The allocation to each Approved Contract within each Trading Component will be determined by the Trading System, designed by the Index Strategy Selector with the aim of achieving the Millburn Trading Strategy Objective. This allocation will be subject to limits based on the notional account size and minimum trading amounts for each Approved Contract. There can be no assurance that the Millburn Trading Strategy Objective will be met. 219
The markets traded by the Millburn Trading Strategy change from time to time. As of 31 May 2011, these markets include: Currencies- US $ Crosses Stock Indices Australian Dollar Malaysian Ringgit All Shares (South Africa) Mini Djia (United States) Brazilian Real Mexican Peso Amsterdam Index (Netherlands) OMX Stockholm Index (Sweden) British Pound New Zealand Dollar Bolsa (Mexico) S&P MIB 30 Index (Italy) Canadian Dollar Norwegian Krone CAC 40 Index (France) S&P TSE 60 Index (Canada) Chilean Peso Philippine Peso CBOE VIX (United States) SET50 Futures (Thailand) Colombian Peso Polish Zloty DAX Index (Germany) Simex Nifty Index (India) Czech Koruna Russian Ruble Euro Stoxx 50 (Euro Zone) Euro Currency Singapore Dollar E-Mini NASDAQ 100 (United States) Indian Rupee South African Rand E-Mini S&P (United States) Simex Nikkei (Japan) Simex Taiwan Index (Taiwan) Singapore Index (Singapore) Indonesian Rupiah Swedish Krona FTSE (United Kingdom) SPI 200 (Australia) Israeli Shekel Swiss Franc H-Shares Index (Hong Kong) TAIEX Electronics (Taiwan) Japanese Yen Turkish Lira Hang Seng (Hong Kong) TAIEX Financial (Taiwan) Korean Won IBEX 35 (Spain) TAIEX Index (Taiwan) Australian Dollar/Japanese Yen Currencies- Non-US $ Crosses Kospi Index (Korea) TOPIX (Japan) British Pound/Australian Dollar New Zealand Dollar/ Swiss Franc Norwegian Krone/Japanese Yen Brent Crude Oil Energy Heating Oil Euro/New Zealand Dollar Swiss Franc/Swedish Krone Crude Oil Kerosene (TOCOM) New Zealand Dollar/Japanese Yen Gasoline (TOCOM) London Gas Oil Interest Rates Gasoline RBOB Natural Gas Aussie Bank Bill Euroswiss Agricultural Commodities Australian Treasury 3 Year Bond Australian Treasury 10 Year Bond Euro-Yen Gilts Bean Oil Cocoa London Coffee London Sugar Canada Bankers Acceptance Italian 10-Yr Bond Coffee Rapeseed Canola Canadian Government Bond Japanese Government Bonds Corn Rubber (TOCOM) Euribor Sterling Rates Cotton Soy Meal Euro Bobl US Treasury 2 Yr Note Crude Palm Oil Soybean Euro Bund US Treasury 5-Yr Note Kansas City Wheat Sugar Euro Buxl US Treasury 10-Yr Note London Cocoa Wheat Euro Dollar US Treasury 30-Yr Bond Metals Euro Schatz Copper London Tin Livestock Gold London Zinc Hogs Live Cattle Gold (TOCOM) Palladium 220
Spreads London Aluminium Platinum (NYMEX) Agricultural Financial London Copper Platinum (TOCOM) Energy Metals London Lead Silver London Nickel Millburn Trading Strategy - Description of the Trading System The Trading System is quantitative and systematic, employing heavily researched trading and risk allocation algorithms across a highly diversified portfolio of global markets. The term systematic means that the vast majority of the investment decisions are executed without discretion, based on the instructions generated by the Trading System. The Trading System s portfolio risk allocation system determines the maximum risk allocations to each Approved Contract within each Trading Component ( Contract Weights ). It also determines the risk allocations to each distinct trading algorithm for each Approved Contract within each Trading Component ( System Weights ). The portfolio risk allocation system is based on back-testing of portfolio performance and risk using historical prices. The portfolio risk allocation system selects Contract Weights and System Weights that are optimised for long-term portfolio robustness. The optimisation process includes, but is not limited to, the following constraining factors: Long-term correlations between Approved Contracts and between Trading Components Long-term correlations between different sectors Diversity of trading algorithms in terms of the specific set of trading algorithms that is applicable to each Approved Contract in each Trading Component Range of applicability in terms of the number of Trading Components that each trading algorithm is applicable to Estimate of transaction costs for each Approved Contract within each Trading Component Complexity of trading algorithm The length of the time window for which back-testing of performance and risk is based for each Approved Contract (or continuously spliced Approved Contracts) within each Trading Component, and for each trading algorithm Speculative position limits set by the CFTC Because the Trading System s portfolio risk allocation system selects Contract Weights and System Weights with the objective to build the basis for a robust portfolio in terms of long-term performance and risk, it is run approximately on a monthly basis. However, the portfolio risk allocation system can be run as frequently as at each Index Business Day. The Trading System s trading algorithms, which include technical trend analysis, certain non-trend-following technical systems, and money management principles, determine how much of the maximum risk allocation to utilise in each Approved Contract within each Trading Component at set sample times throughout each Index Business Day. This determination is termed a Rebalancing. The Trading System receives updated price data and related market data and automatically computes the desired risk utilisation according to the methodology described below. The objective of the Trading System is to (i) use trend following models to participate in all major sustained price moves in the Trading Components and (ii) simultaneously deploy shorter-term opportunistic models that may or may not take positions in the same direction as trend-following positions. The Trading System employs trading algorithms that analyse data over a time spectrum from a few hours to multiple years. The Trading System s trading algorithms are primarily directional. The Trading System s trading algorithms determine what percentage of the maximum allowed risk allocation (as determined by the Trading System s portfolio risk allocation system) to be utilised between two consecutive Rebalancings in each Approved Contract. This percentage is termed Risk Allocation Utilisation. The Trading System generates increases and decreases of Risk Allocation Utilisation in a particular Approved Contract based on the analysis of price movements in the Approved Contract, some non-price information or a combination. The main distinguishing features between trading algorithms are the multiple time-frames over which they are designed to work (intra-day to long-term), the types of data fed into them (granularity (ticks to weeks/months), type (market or economic statistics), source (cash, futures or options markets generated data or government and industry generated statistical information)), the objective (profiting from trends, tradingranges or volatility), and the mathematical implementation of algorithms designed to meet the objective. All elements of the Trading System benefits from continuing research and development by the Index Strategy Selector to extend the range and versatility of its portfolio risk allocation system and trading algorithms. 221
In exceptional circumstances, external, unforeseen or dramatic events may impact the markets. Given the often rapid and unpredictable nature of these circumstances, the Index Strategy Selector may take additional temporary measures with the aim of reducing risk. There can be no guarantee that such measures will result in a reduction in risk or limit losses. Millburn Trading Strategy Rebalancing Trading Component Allocations At each Rebalancing, which occur at set sample times throughout each Index Business Day, the Trading System converts each Approved Contract s maximum risk allocation into the maximum possible number of futures, options or forward contracts (or contract equivalent) that can be held, long or short, between two consecutive Rebalancings. The conversion of risk allocation to an absolute number of futures, options or forward contracts is systematic and quantitative and based on the contract value and volatility of each Approved Contract. The volatility calculation is based on proprietary algorithms. At each Rebalancing, the Trading System s trading algorithms determine for each Approved Contract within each Trading Component the number of futures, options or forward contracts (or contract equivalent) to hold long or short until the next Rebalancing. For each Approved Contract the net trading algorithm signal is calculated as a percentage between -100% and +100% as the weighted sum of each trading algorithm s system signal and the corresponding System Weight (as determined by the Trading System s portfolio risk allocation system). The net trading algorithm signal is multiplied by the maximum possible number of futures, options or forward contracts (as defined by the conversion of risk allocation method described above) to determine the actual number of futures, options and forward contracts for each Approved Contract to hold until the next Rebalancing. The Index Strategy Selector shall be responsible for Rebalancings of the Millburn Trading Strategy. Valuation of the Index Components On each Index Business Day, the Index Calculation Agent will calculate the value and performance of each of the Trading Components and the Cash Component (together, the Index Components ) and the Deduction Factor and based on those values, calculate the Index Level (in accordance with the formula set out under Description of the Index above). In calculating the value of the Index Components, the Index Calculation Agent may rely on market data, opinion and/or advice furnished to it by any agent, prime broker, market maker and/or independent third party pricing service, which may include Deutsche Bank AG, London Branch or DB Affiliates. The Index Calculation Agent shall only be responsible for calculating the value and performance of the Index Components and the Index Level to the extent that it has received the information that it requires for such calculations from the Index Strategy Selector. The Index Calculation Agent will calculate the value of Index Components based on information from sources other than the Index Strategy Selector. The Index Calculation Agent shall have no responsibility for any failure or delay in calculating the value or performance of any Trading Component, or of the Index Level, to the extent that such failure or delay results from any failure or delay by the Index Strategy Selector in supplying to the Index Calculation Agent with any information that it requires for such calculations. The Index Calculation Agent shall have no responsibility for the accuracy or validity of any data or other information provided to it by the Index Strategy Selector and is entitled to assume that any data or information so provided is correct and complete. No value will be required to be calculated on any day on which a Valuation Suspension has occurred and/or is continuing unless the Index Calculation Agent determines, in its sole and absolute discretion, to make such a calculation. Trading Components For purposes of determining the Millburn Trading Strategy Performance, in calculating the value of the Trading Components within the Millburn Trading Strategy at any time, the Index Calculation Agent will adopt the following approach: (i) (a) securities that are listed on a recognised exchange; (ii) (iii) (b) (c) securities that are not listed on a recognised exchange but are traded over-the-counter; and any securities, instruments or derivative contracts not falling in sub-paragraphs (ii) or (iii), in each case, will be valued in respect of the relevant day in a manner determined by the Index Calculation Agent to reflect the true value thereof; the value of an option or swaption that is listed on a recognised exchange will be the average of its bid and offer price at the official close of such recognised exchange; if neither the bid nor the offer price is available at the official close then such instrument will be valued at its last sale price. If such sale price is not available, then such instrument will be valued at its bid or offer price (whichever is available) at the official close of the recognised exchange; futures or any other synthetic instruments that are listed on a recognised exchange will be valued at the official closing price as published by the recognised exchange. If such instruments are traded overthe-counter they will be valued in respect of the relevant day in a manner determined by the Index Calculation Agent to reflect the true value thereof; and 222
(iv) the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses and cash dividends and interest declared or accrued and not yet received which the Index Calculation Agent determines an actual investor in assets forming part of the Millburn Trading Strategy would hold will be deemed to be the full amount thereof, unless the Index Calculation Agent determines that a discount to such amount is appropriate to reflect the risk that an actual holder of such amount would not receive any such amount in full, in which case the value thereof will be determined after making such discount as the Index Calculation Agent may consider appropriate to reflect the true value thereof. The foreign exchange rates used by the Index Calculation Agent in valuing certain of the assets and liabilities within the Millburn Trading Strategy that are denominated in a currency other than USD, will be determined by the Index Calculation Agent at such rates it determines are reasonably representative of the foreign exchange rates that would be offered by it for conversions of roughly equivalent sizes as of 2:15 p.m. (London time) on the relevant day. The recognised exchange used to calculate the price of a security to be valued will be an exchange which the Index Calculation Agent has determined is the primary securities exchange (or consolidated tapes as the case may be) on which the security will have traded on the relevant Index Business Day. If the Index Calculation Agent considers that any of the above bases of valuation do not fairly reflect the value of the Trading Components or are impracticable in any particular case or generally, it may adopt such other valuation or valuation procedure as it considers is appropriate and reasonable in the circumstances and as is in accordance with generally accepted accounting principles in the United States of America. Cash Component For purposes of determining the performance of the Cash Component, the return on the Cash Component will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for their clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. Fees The Index is designed to reflect certain costs, fees and expenses that would be incurred by an investor were it to actually implement the Millburn Trading Strategy. In order to reflect these, on each Index Business Day, the Index Level will be subject to a reduction by the Deduction Factor, determined by the Index Calculation Agent as representing the aggregate Index Performance Fees, Index Strategy Selection Fees, Index Administration Fees and Replication Fees (together, Fees ) deductible in respect of the period from the Index since the immediately prior Index Business Day, but subject to the rebate from the Index Strategy Selector as described in Index Strategy Selection Fee, Index Administration Fee and Replication Fees below. Index Strategy Selection Fee A strategy selection fee (the Index Strategy Selection Fee ) equal to 2.00 per cent. per annum of the Index Level (excluding the accrual of any Fees in respect of the date of determination) will be calculated and accrued on a daily basis and will be reflected as a reduction in the Index Level monthly in arrear within 20 Index Business Days following the last calendar day of each calendar month. The Index Strategy Selection Fee represents remuneration to the Index Strategy Selector for its role with respect to the Index. However, the Index Strategy Selector has agreed that, out of its Index Strategy Selection Fee it will rebate such part of such remuneration as is necessary to subsidise payments of the Index Administration Fees and Replication Fees as described below. Index Performance Fees An index performance fee (the Index Performance Fee ) equal to 20 per cent. per annum of the amount, if any, that the Index Level as of each Index Performance Calculation Date exceeds the High Water Mark (after deduction of Fees, but before deduction of any Index Performance Fee) will be calculated and accrued on each Index Performance Valuation Day and will be reflected as a reduction in the Index Level quarterly in arrear within 20 Index Business Days following each Index Performance Calculation Date. If the Index Level is below the High Water Mark, no Index Performance Fee will be reflected in the Index Level until the Index Level has exceeded the High Water Mark as of an Index Performance Calculation Date. The Index Performance Fee represents remuneration to the Index Strategy Selector for its role with respect to the Index. The High Water Mark is the highest Index Level on any Index Performance Calculation Date after reduction for the Index Performance Fee due as of such Index Performance Calculation Date (or, if an Index Performance Fee has never been calculated, the Index Level on the Start Date). An Index Performance Calculation Date is the last Index Business Day of each calendar quarter and the date on which the Index terminates. For the avoidance of doubt, no Index Performance Fee will be reflected in the Index Level where the Index Level has declined, until, as a result of a subsequent net increase in the Index Level, the Index Level exceeds the net decline carried forward. An Index Performance Valuation Day is each Index Business Day. 223
Index Administration Fee An index administration fee (the Index Administration Fee ) equal to 0.71 per cent. per annum of the Index Level (excluding the accrual of any Fees in respect of the date of determination) will be calculated and accrued on a daily basis and will be reflected as a reduction in the Index Level quarterly in arrear. The Index Administration Fee represents remuneration to Deutsche Bank AG, London Branch acting in its various capacities with respect to the Index and the Sub-Fund. However, as described in Index Strategy Selection Fee above, the Index Strategy Selector has agreed to rebate part of its Index Strategy Selection Fee to subsidise in full the Index Administration Fee. Such subsidy offsets the deduction of the Index Administration Fee in full, meaning that the net deduction from the Index Level in respect of the Index Administration Fee is zero. Replication Fees Replication Fees means the per annum costs (subject to a maximum of 0.50 per cent. per annum. of the Index Level and apportioned for each Index Business Day on such basis as the Index Calculation Agent reasonably determines appropriate) that would reasonably be borne by an investor were they to seek to replicate the Index by an investment in the Trading Components and the Cash Component, and were to incur set-up, administrative, custodial, accounting and audit costs and costs of other service providers that would reasonably be required in respect thereof, and any transaction or trading costs, taxes or expenses that would be incurred in effecting the relevant transactions in the Trading Components and the Cash Component. The Replication Fees represents remuneration to Deutsche Bank AG, London Branch acting in its various capacities with respect to the Index and the Sub-Fund. However, as described in Index Strategy Selection Fee above, the Index Strategy Selector has agreed to rebate part of its Index Strategy Selection Fee to subsidise in full the Replication Fees. Such subsidy offsets the deduction of the Replication Fees in full, meaning that the net deduction from the Index Level in respect of the Replication Fees is zero. Index Suspension of Calculation and Cancellation If the Index Sponsor determines that either an Index Suspension Event or an Index Cancellation Event (each as defined below, and, together, an Index Disruption Event ) has occurred in relation to an Index Business Day, the Index Sponsor may in its discretion: (a) in the case of an Index Suspension Event, require the Index Calculation Agent to delay calculating and making available the Index Level until the next Index Business Day on which it determines that no Index Suspension Event exists (such delay, a Valuation Suspension ); or (b) in the case of an Index Cancellation Event, cancel the Index and require the Index Calculation Agent to permanently cease to calculate the Index Level. Index Suspension Event means the occurrence of any of the following: (i) (ii) any Index Business Day when the Index Calculation Agent determines that it is unable to calculate the Index Level because the relevant prices, values or figures, as the case may be, are not available or their valuation has been suspended, or if in the opinion of the Index Sponsor the Index Level cannot be fairly calculated; the Index Sponsor determines that (a) investments in, purchases, sales, deposits, withdrawals or subscriptions for and/or redemptions (as applicable for the relevant asset) of any assets to which the Index provides exposure from time to time are suspended, cannot be realised at their net asset value or most recently published value or cannot be effected at the normal rates of exchange, or (b) it would not be reasonably practicable for an investor in an Index Component to realise its investment in such Index Component; or (iii) the Index Sponsor determines that any counterparty in respect of an Index Component (including, where relevant, any prime broker, a counterparty to an over-the-counter swap transaction, or a clearing-house which clears the relevant Index Component) has defaulted in respect of any such Index Component or (a) institutes any proceedings to adjudicate itself bankrupt or insolvent or there are any such proceedings instituted against it, (b) files a petition seeking or consenting to reorganisation or relief under any applicable federal or state law relating to bankruptcy with respect to itself, (c) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or for a substantial part of its property, (d) makes any general assignment for the benefit of its creditors, (e) admits in writing its inability to pay its debts generally as they become due, or (f) takes any action in furtherance of any of (a) to (e) above. For so long as an Index Suspension Event has occurred and is continuing (a Suspension Period ), no Index Level valuations will be performed and all divestments of Trading Components, other than the divestment of any Trading Component that has ceased to be an approved Trading Component, will be suspended. In addition, no Rebalancings shall be effected during a Suspension Period (save for completion of any Rebalancing that was initiated prior to the commencement of the Suspension Period and that is capable of being completed notwithstanding the occurrence of the event(s) leading to the declaration of a Suspension Period). The Suspension Period will begin immediately upon the declaration of such suspension and will continue until the Index Calculation Agent determines that a Suspension Period is no longer appropriate. Upon cessation of a 224
Suspension Period, the Index Calculation Agent may make such adjustments to the Index methodology as it determines necessary in order to recommence valuations of the Index Level and to recommence Rebalancings and to provide for any consequences of the event(s) that led to the declaration of the Suspension Period. The Index Sponsor will, as soon as practicable after the commencement or termination of a Suspension Period, publish details thereof in the same manner as the publication of the Index Level. If the Index Calculation Agent believes there is no reasonable prospect of the Suspension Period ceasing within one week of its commencement, the Index Sponsor may terminate the Index. Index Cancellation Event means the occurrence of any of the following: (i) (ii) (iii) (iv) (v) the termination of the appointment of Millburn Ridgefield Corporation as Index Strategy Selector to the Index (whether such termination is as a result of the resignation of the Index Strategy Selector or as a result of the exercise by the Index Sponsor of any right to terminate the appointment of the Index Strategy Selector); the Index Strategy Selector breaches the terms of any relevant service contract(s) or is removed for any reason; any allegations of criminal or fraudulent activity in relation to the Index Strategy Selector; the termination of the appointment of Millburn Ridgefield Corporation (whether such termination is as a result of the resignation of the manager or as a result of the exercise by the relevant fund of any right to terminate the appointment of its manager) as manager of any fund of which it is the manager on or after the Start Date, of which Deutsche Bank AG, London Branch is the risk monitor and which fund follows an investment strategy similar to the Index; or a Suspension Period has occurred and has not ceased on the 7th calendar day after (but excluding) the date of its commencement. Modification to the Index In calculating and determining the value of the Index Level, the Index Calculation Agent will, subject as provided below, employ the methodology described under Description of the Index above and its application of such methodology shall be conclusive and binding. No assurance can be given that fiscal, market, regulatory, juridical, financial or other circumstances will not arise that would, in the view of the Index Sponsor, necessitate or make desirable a modification of or change to such methodology and the Index Sponsor shall be entitled to make any such modification or change provided it has obtained any necessary approvals. The Index Sponsor will publish any such modification or change and the date on which it is effective as set out under Publication of Information Relating to the Index below. Any such modification or change will take effect accordingly and will be deemed to update this description of the Index from its effective date. Publication of Information Relating to the Index The Index Level in respect of any Index Business Day will be published by the Index Calculation Agent on Bloomberg under the code DBXEMILL as soon as reasonably practicable after it has been determined. The Index Calculation Agent expects to publish the Index Level as at any Index Business Day not later than the third (3 rd ) Index Business Day following the relevant Index Business Day of determination but gives no assurance that the Index Level will be published at that time or at all. Other information relating to the Index will be published on the website of the Index Calculation Agent (https://index.db.com/servlet/home)). Once the Index Level for any Index Business Day has been published, it will not be retrospectively altered. The Index Sponsor accepts no liability to any person for publishing or not publishing any Index Level or other information in any particular place or at any particular time or for any period. Use of the Index The Index Sponsor and any of its affiliates may, as agreed with the Index Strategy Selector, create investment products linked to the performance of the Index or any of the Index Components and may enter into hedging transactions in respect of such products. The creation of these products and/or the hedging transactions in respect of them, may have the effect of increasing the notional account size taken into account when deciding the allocation to each Approved Contract within the Millburn Trading Strategy based on the minimum trading amounts for such Approved Contracts (see Millburn Trading Strategy Trading Component Allocations above). As a result, such products and/or hedging transactions may have a positive or negative effect on the performance of the Index and/or the Index Level. In such circumstances the Index Sponsor or its affiliates may exercise any voting rights they may have to approve changes or amendments and will do so without reference to any person holding any investments related to the Index. Any such transactions, changes or amendments may have a positive or negative effect on the performance of the Index and/or the Index Level. None of the Index Sponsor or any of its affiliates shall be liable to any person in respect of any effect that such transactions or products may have on the Index and/or the Index Level. 225
The Index Sponsor or any of its affiliates may, but are not obliged to, engage in hedging transactions in connection with their use of the Index. If any such entity does so, no investor in any related investment product will have any ownership interest in any property that is the subject of such hedging transactions. Standards of Conduct Where the Index Sponsor or Index Calculation Agent is obliged or entitled to make any determination for the purposes of the Index, the Index Level, any Index Component, any Rebalancing, any change in methodology described herein or otherwise, the Index Sponsor or Index Calculation Agent, as the case may be, will make such determination, subject to and in accordance with all other applicable provisions of this description of the Index, in good faith and in a commercially reasonable manner to produce a commercially reasonable result. Conflicts of Interest of the Index Strategy Selector In its capacity as manager or as trading advisor (whether as a commodity trading advisor or a commodity pool operator (as each term is defined in the Commodity Exchange Act) or otherwise) to entities other than the Index, the Index Strategy Selector may have conflicts of interest that exist or arise between such capacity and its role as Index Strategy Selector, or it may consider and be influenced by the fact that it is acting in such other capacity. Such conflicts of interest and incentives may arise from the fact that the Index Strategy Selector acts as manager or trading advisor to an entity that pays higher fees than the Index for its services, and as a result the Index Strategy Selector has an incentive to favour the entity that pays the higher fee. Additionally, when acting for entities other than the Index (including when acting for its own proprietary accounts), the Index Strategy Selector may make or recommend investments, whether in the same market or assets as those invested in by the Index or in other markets or assets, which may have a positive or negative effect on the markets to which the Index provides exposure or on the prices of the assets to which the Index provides exposure, at the recommendation of the Index Strategy Selector, from time to time. The Index Strategy Selector will carry out its duties to entities other than the Index and will trade its proprietary accounts without reference to any person holding any investments related to the Index, and records of the Index Strategy Selector s other accounts will not be made available to any such persons. 226
Schedule to the Index Description Index Strategy Selection Rules 1. No Approved Contract, when converted into the equivalent position on the underlying asset (based on notional value), if applicable, shall exceed 20% of the sum of the total gross notional value of all Approved Contracts; provided, however, that one single Approved Contract, when converted into the equivalent position on the underlying asset (based on notional value), if applicable, may exceed 20% of the sum of the total gross notional value of all Approved Contracts so long as it does not exceed 35% of the gross notional value of all Approved Contracts. 2. Approved Contracts belonging to either the energy commodity, precious metal commodity, industrial metal commodity and agricultural commodity sector categories with a correlation of 0.8 or above shall be considered as a single Approved Contract. 227
Appendix 1 (UCITS list of Recognised Exchanges) Any exchange (which is an exchange within the meaning of the law of the jurisdiction concerned relating to exchanges) or any regulated market in each case in the United States of America, member states of the European Union or the Organisation for Economic Co-operation and Development or any other regulated exchange or market. 228
PRODUCT ANNEX 19: DB PLATINUM IV IKOS FX FUND The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders of each Share Class with a return linked to the performance of the Underlying Asset, IKOS FX Program UCITS III Basket (the IKOS FX Basket ), which is a basket of foreign exchange transactions, described in more detail below. Each Share Class is linked to the performance of the Underlying Asset via a Share Class Portfolio (as defined below), as specified in the section Description of the Shares. Each Share Class Portfolio reflects the performance of (i) the relevant FX Basket (as defined below) which references the IKOS FX Basket plus (ii) a cash deposit (the Cash Deposit ), as described in more detail below. In order to achieve the Investment Objective, the Sub-Fund will use derivative techniques that will provide the Sub-Fund with a payoff linked to the Underlying Asset, all in accordance with the Investment Restrictions. In particular, the Sub-Fund may invest part or all of the net proceeds of any issue of Shares in one or more OTC Swap Transactions negotiated at arm s length with the Swap Counterparty and exchange the invested net proceeds against a payoff linked to the performance of the Underlying Asset. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC Swap Transaction(s) (each an OTC Swap Transaction and together the OTC Swap Transactions ). The Sub-Fund may also (as an alternative to or in combination with the above 1 ) invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. The Sub-Fund will exchange the performance and/or the income of such transferable securities against a payoff linked to the Underlying Asset. Such transferable securities and liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The value of the Sub-Fund s Shares is linked in each case to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC Swap Transaction. The valuation of the OTC Swap Transaction will reflect the relative movements in the performance of the Underlying Asset and the transferable securities (if applicable). Prospective investors should be aware that they may be exposed to the performance and the currency risk of the Hedging Assets. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each Valuation Day. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transaction(s) by resetting the OTC Swap Transaction(s). The effect of resetting the OTC Swap Transaction(s) is to reduce the marked to market of the OTC Swap Transaction(s) and, herewith, reduce the net counterparty exposure to the applicable rate. The costs (if any) generated by the delivery of collateral by the Swap Counterparty will be borne by the Sub- Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) 1 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 229
and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Risk Management The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the absolute VaR approach in accordance with the CSSF Circular 11/512. The IKOS FX Program (the Strategy, as described below) is designed to allocate to OTC foreign exchange transactions within the IKOS FX Basket in a diversified manner, across three holding periods (hours, days or weeks). The Strategy manages risk in three stages, which may be simply described as day to day risk, special event risk, and draw down risk. Day to day risk is the normal volatility experienced by the account through being exposed to a portfolio of financial instruments with given risk/return characteristics. This is controlled by limiting the portfolio s exposure to any currency pair to a predetermined fixed level regardless of the historical behaviour of the currency. Special event risk is due to events that are not represented in the historical data distribution, and which could subject the portfolio to excessive risk. This is controlled quantifying the level of risk-aversion in the marketplace measured for example by the VIX and other indicators. When the risk-aversion index rises there is a systematic way in which capital allocated to longer term models is reduced and the capital released is allocated to higher-frequency models that tend to perform better during volatile periods. Draw-down risk is the risk that the portfolio suffers an excessively large peak to trough loss. This is limited by dynamically deleveraging the portfolio as losses are incurred (in a step wise manner). Based on the sum of the notionals of financial derivative instruments approach (which defines the leverage as the sum of the absolute value of the notional of all financial derivative instruments in the relevant Basket), the Sub-Fund s expected level of leverage will on average range between 200% and 400% of the Sub-Fund s NAV and at most it is expected to be 1,000%. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment but above average levels of leverage are not expected frequently. Despite the high leverage of the Sub-Fund on a sum of notionals basis, the diversification and risk limitation within the Strategy are designed to ensure that no single component of the IKOS FX Basket will unduly influence its performance, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The Sub-Fund does not employ excessive risk via leverage to create returns, the leverage is a function of the use of short term foreign exchange transactions that make up the IKOS FX Basket. Profile of the Typical Investor The Sub-Fund is intended for Financially Sophisticated Investors. A Financially Sophisticated Investor means an investor who: (a) has knowledge of, and investment experience in, financial products which use complex derivatives and/or derivative strategies (such as this Sub-Fund) and financial markets generally; and (b) understands and can evaluate the strategy, characteristics and risks of the Sub-Fund in order to make an informed investment decision. In addition, investors must be able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles. 230
Leverage Risks Specific Risk Factors Although the notional amounts of the foreign exchange transactions that make up the IKOS FX Basket will be large in absolute terms (because such transactions have a short duration - in some cases extremely short - so that they are significantly less sensitive to movements in exchange rates than longer term transactions), the diversification and risk limitation within the Strategy are designed to ensure that no single component of the IKOS FX Basket will unduly influence its performance. The Sub-Fund does not employ excessive risk via leverage to create returns, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The leverage is a function of the use of short term foreign exchange transactions that make up the IKOS FX Basket. These specific risk factors should be read in conjunction with: - the section Risk Factors, as set out in the core part of the Prospectus, in particular the sections II. General Risk Factors (sub-sections a to i and k), III. Use of Derivatives, VI. Certain Hedging Considerations, VII. Specific Restrictions in Connection with the Shares and VIII. Market Disruption Events & Settlement Disruption Events ; and - the section of this Product Annex General Description of the Underlying Asset Investment Considerations below. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that neither the capital invested nor its respective amount are guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Hedging Asset as described under the section Risk Factors. 231
General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period Launch Date Termination Subscription and Redemption deadline Transaction Day Valuation Day Settlement Product Business Day Investment Manager Swap Counterparty Swap Calculation Agent See below under Description of the Shares. EUR 20,000,000. The Offering Period will start on 22 June 2011 and end on 30 June 2011, or such earlier or later dates as the Board of Directors may determine. Means 1 July 2011 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time at its sole discretion. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide, in its sole discretion, to terminate the Sub-Fund if: (i) Value; the Net Asset Value of the Sub-Fund is below the Minimum Net Asset (ii) the Portfolio Sponsor (as defined below) ceases to calculate the FX Basket Closing Level for any reason; (iii) the appointment of the Asset Allocation Advisor is terminated for any reason pursuant to the Asset Allocation Agreement (as defined below); or (iv) an OTC Swap Transaction is terminated for any reason. Means 3:00 p.m. (Luxembourg time) one Product Business Day prior to the relevant Transaction Day. Means each Product Business Day. Means the first Product Business Day following each Transaction Day. Subscription and Redemption orders will be settled three Product Business Days following the relevant Transaction Day. Means a day (other than a Saturday or a Sunday) on which: commercial banks and foreign exchange markets are open for normal business in Luxembourg, New York and London; the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) system is open; and each Clearing Agent is open for business. State Street Global Advisors Limited. Deutsche Bank AG, acting through its London branch. Deutsche Bank AG, acting through its London branch. 232
Description of the Shares Form of Shares I1C I2C I3C R1C R2C R3C Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price EUR 100 USD 100 GBP 100 EUR 10,000 USD 10,000 GBP 10,000 ISIN Code LU0486209140 LU0486209223 LU0620452481 LU0486208928 LU0486209066 LU0620452648 German Identification Number (WKN) A0Q7J3 A0RK63 A1H9WY A0X89T A0X8U4 A1H9WZ Minimum Initial Subscription Amount Minimum Subsequent Subscription Amount 100 Shares 100 Shares 100 Shares 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Minimum Redemption Amount 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Management Company Fee 1 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.80% p.a. 0.80% p.a. 0.80% p.a. Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) Taxe d Abonnement 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Upfront Subscription Sales Charge during/after the Offering Period 2 N/A N/A N/A Up to 5% Up to 5% Up to 5% Redemption Charge 3 N/A N/A N/A N/A N/A N/A 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during/after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively the Net Asset Value of the relevant Classes. 3 The Redemption Charge, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Classes. 233
Description of the Underlying Asset Each Share Class Portfolio reflects the performance of an investment in the relevant FX Basket and the relevant Cash Deposit. Each Share Class Portfolio is denominated in the Reference Currency of the related Share Class. There are several baskets which reflect the IKOS FX Basket (each an FX Basket ). The only difference between FX Baskets is that they are each denominated in a different currency which matches the currency in which the relevant Share Class Portfolio is denominated: the FX Basket EUR in EUR, the FX Basket USD in USD, and the FX Basket GBP in GBP. As a result of difference in the base currency, there may be minor differences between the performances of each of the FX Baskets. Please see General Description of the FX Baskets for more information on the FX Baskets. The value of each Share Class Portfolio will be calculated by the Swap Calculation Agent on each Product Business Day. The value of a Share Class Portfolio on the Launch Date will be equal to the Initial Issue Price of the related Share Class multiplied by the number of Shares of such Share Class issued. Following the Launch Date, the value of a Share Class Portfolio will be determined by the performance of the relevant FX Basket and the accrual of interest on the relevant Cash Deposit. The performance of the relevant FX Basket (i) may be positive or negative, (ii) is calculated using standard market practices for pricing and settlement of FX transactions and (iii) will depend upon changes in market variables including FX rates, interest rates and FX volatility. As a consequence of (i) the difference in the Benchmark Rate (as defined below) for each Share Class Portfolio and (ii) the differences between the currencies of the FX Baskets referred to in the paragraph above, the performance of each Share Class Portfolio will not be the same. For example, if EONIA is 1.00% and USD Fed Funds is 1.25%, the difference between the two interest rates will positively impact the Share Class Portfolios which are denominated in USD compared to those denominated in Euro. The cost of providing collateral referred to above in the ninth paragraph under Investment Objective and Policy (the Collateral Cost ) is deducted from the performance of each Share Class Portfolio. The Collateral Cost as at the Launch Date is 0.10% p.a., calculated on the basis of the value of the relevant Share Class Portfolio. The Collateral Cost is subject to adjustment by the Swap Calculation Agent, depending upon the cost to the Swap Counterparty of posting collateral in accordance with the applicable UCITS regulations. Investors in the Sub- Fund will be notified of any adjustment to the Collateral Cost. Each of the Share Class Portfolios, the FX Baskets and the Cash Deposits are notional in nature: the Swap Counterparty is not obliged to hold any particular assets in order calculate each of them. (A) Cash Deposit Each Share Class Portfolio will notionally invest in a Cash Deposit denominated in the same currency as the currency of the related Share Class. For each Share Class Portfolio, interest accrues daily (on a compound basis) on the relevant Cash Deposit at the relevant rate (the Benchmark Rate ) plus the relevant spread (the Spread ). The Spread applicable to each Share Class as at the Launch Date (the Initial Spread ) and each Benchmark Rate are set out in the table below. The sum of the relevant Benchmark Rate and the related Spread is floored at zero per cent. The Spread is subject to adjustment by the Swap Calculation Agent, depending upon funding rates available to the Swap Counterparty. Investors in a Share Class will be notified of any adjustment to the relevant Spread. Each Cash Deposit on the Launch Date is equal to the Initial Issue Price multiplied by the number of Shares issued in respect of the relevant Share Class. Thereafter, each Cash Deposit will be increased when there are further subscriptions in respect of the related Share Class and decreased when there are redemptions in respect of the related Share Class. Share Class Benchmark Rate Spread I1C, R1C EONIA Minus 0.50% p.a. I2C, R2C USD Federal Funds Rate Minus 0.50% p.a. I3C, R3C SONIA Minus 0.50% p.a. EONIA means the overnight rate for the Euro-zone interbank Euro money market (Reuters page EONIA ). USD Federal Funds means the Federal funds overnight rate for deposits in U.S Dollars. (Reuters page FEDFUNDS1 ). SONIA means the Sterling daily overnight reference rate (Reuters page SONIA ). 234
(B) Termination of a Share Class Portfolio If the Swap Calculation Agent determines that a Minimum Threshold Event has occurred in respect of a Share Class Portfolio, then that Share Class Portfolio shall be deemed to be terminated (a Share Class Portfolio Termination Event ) and the value of the FX Basket shall be zero. A Minimum Threshold Event will occur when the value of the relevant Share Class Portfolio is near to zero, and the consequent termination of the Share Class Portfolio and the associated FX Basket is designed to reduce the risk that the Swap Counterparty incurs any loss on the unwind of any Hedging Arrangements relating to such FX Basket. Such losses would be caused by the fact that the Swap Counterparty s payment obligation under the OTC Swap Transactions is floored at zero but the Hedging Arrangements may have a negative value to the Swap Counterparty upon such an unwind. Investors will be notified of the occurrence of a Minimum Threshold Event. Such notice will include details in relation to the applicable Risk Buffer Factor. Minimum Threshold Event means that the value per Share of a Share Class Portfolio on any FX Basket Business Day (as defined below) has decreased to, or below, the Risk Buffer Amount. Risk Buffer Amount means an amount (expressed in the currency of the relevant Share Class Portfolio) equal to the Initial Issue Price multiplied by the Risk Buffer Factor. Risk Buffer Factor means, in respect of a Share Class Portfolio and as of an FX Basket Business Day the maximum of: (i) 3 months annualised volatility in respect of such FX Basket Business Day of the relevant FX Basket divided by 6.67; (ii) the maximum percentage increase or decrease of the FX Basket Closing Level of the relevant FX Basket over the immediately preceding 25 FX Basket Business Days; and (iii) 1.50 per cent, provided that (a) the Risk Buffer Factor in respect of the first ten FX Basket Business Days from the Launch Date shall be deemed to be 1.50% and (b) the annualised volatility for the FX Basket for the first three calendar months following the Launch Date shall be deemed to be 6.67. General Description of the FX Baskets This section is a brief overview of the FX Baskets. It contains a summary of the principal features of the FX Baskets and is not a complete description. Please refer to the relevant FX Basket Description for a full description which is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub-Distributor. In the event of a discrepancy between information provided in this Product Annex and the information contained in the relevant FX Basket Description, the FX Basket Description shall prevail. There is one FX Basket Description for each of the FX Basket USD, the FX Basket GBP and FX Basket EUR. Each FX Basket is a proprietary basket of Deutsche Bank AG, acting through its London branch, which acts as the sponsor ( Portfolio Sponsor ). Each FX Basket represents a notional investment in the same investments and in the same proportions as the IKOS FX Basket (as described below) except that each FX Basket shall be denominated and valued in its relevant currency. Calculation of the FX Baskets Each FX Basket is established as of the day on which a Share Class denominated in the currency of such FX Basket is first launched (each such day, an FX Basket Establishment Date ), or if that day is not an FX Basket Business Day, the following FX Basket Business Day. FX Basket Business Day means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London and New York City and on which TARGET2 (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open. On each FX Basket Business Day following the FX Basket Establishment Date, the Portfolio Sponsor shall calculate the closing level of each FX Basket (each an FX Basket Closing Level ), taking into account the value of the Transactions (as defined below) comprising the IKOS FX Basket, the Performance Fee, the Management Fee and the Administration Fee (each as defined below). In relation to an FX Basket the following currency conversions are made on a daily basis: a. the assets notionally comprised within the FX Basket are calculated in EUR. These comprise Transactions, the net notional profits and losses of Transactions (including deductions of amounts in respect of notional realisation costs) and any notional Interest deemed to be earned thereon (as described in the Asset Allocation Agreement); b. if the currency of calculation of the FX Basket is USD or GBP, further conversions of certain FX Basket values will then be made by reference to that currency of calculation. As of each FX Basket Establishment Date, the relevant FX Basket Closing Level is 100. 235
Determinations by the Portfolio Sponsor All determinations made by the Portfolio Sponsor in respect of the FX Baskets will be made by it in good faith and acting in a commercially reasonable manner and will be made by reference to one or more factor(s) which the Portfolio Sponsor may determine are appropriate. Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, London Branch, will perform its own calculation of FX Basket values, including the FX Basket Closing Levels. In the event of any inconsistency in the calculations of an FX Basket Closing Level by the Portfolio Sponsor and DBIQ, the Portfolio Sponsor and DBIQ shall seek to resolve these promptly. Subject to having resolved any such inconsistencies, the FX Basket Closing Level will be published by DBIQ. Any determination of the Portfolio Sponsor and DBIQ will be final, conclusive and binding on all parties unless there is a manifest error. Suspension Events, FX Basket Adjustments and Cancellation The Portfolio Sponsor shall determine if a Suspension Event occurs in respect of any FX Basket. If it does then the Portfolio Sponsor shall permanently cease to calculate the FX Basket Closing Level for such FX Basket and the FX Basket shall be cancelled and the Board of Directors may decide to terminate the Sub-Fund. The value of the FX Basket following a Suspension Event will be the value of the FX Basket on the immediately preceding FX Basket Business Day (or, in the case of a Suspension Event due to the non-availability of the value of the FX Basket for a period of 10 consecutive FX Basket Business Days, the FX Basket Business Day immediately preceding the first FX Basket Business Day upon which the value of the FX Basket is not available). Suspension Event means the Portfolio Sponsor is unable to calculate and publish the value of an FX Basket in accordance with the provisions of the relevant Asset Allocation Agreement for any reason or the value of an FX Basket is otherwise unavailable for a period of ten consecutive FX Basket Business Days. If a Force Majeure Event (as defined below) or certain other similar events occur, the Portfolio Sponsor may adjust an FX Basket, amend the methodology of an FX Basket, delay the calculation of the value of an FX Basket, or cancel and permanently cease to calculate an FX Basket. These provisions are included to deal with situations in which it would become difficult or impossible for the Portfolio Sponsor to calculate an FX Basket or for the Swap Counterparty to carry on any hedging arrangements in relation to the OTC Swap Transactions. Force Majeure Event means events beyond the control of the Portfolio Sponsor, such as natural or manmade disaster or acts of terrorism or systems failures, which prevent the Portfolio Sponsor from carrying out procedures in relation to an FX Basket. The Board of Directors may decide to redeem all of the Shares of the relevant Share Class in the circumstances described under II.d. Termination of Sub-Funds in the section General Information on the Company and the Shares of the Prospectus. Such circumstances include, but are not limited to, the occurrence of a Suspension Event or a Force Majeure Event. Change in the Methodology of an FX Basket No assurance can be given that fiscal, market, regulatory, juridical, financial or, without limitation, any other circumstances will not arise that would, in the view of the Portfolio Sponsor, necessitate or make desirable a modification or change to the methodology used to calculate an FX Basket Closing Level. In this case, the Portfolio Sponsor shall be entitled to make any such modification or change. Without limitation, such circumstances may include a Redenomination in relation to any currency used in connection with the calculation of the relevant FX Basket. The Portfolio Sponsor may also make modifications to the terms of any FX Basket in any manner that it deems necessary. Such modifications may include, without limitation, any modification to correct any manifest or proven error or to cure, correct or supplement any defective provision contained in the relevant FX Basket. The Portfolio Sponsor will make available any such modification or change and the effective date thereof as specified below. Redenomination means that any country associated with a currency used in connection with the calculation of an FX Basket participates in the third stage of European economic and monetary union and this was not the case as of the FX Basket Establishment Date. Fees In addition to the fees listed under the section Description of the Shares, certain fees will be deducted from the performance of each FX Basket: (i) a management fee of 1.10% p.a. of the Notional Allocation (the Management Fee ); (ii) an administration fee of 0.74% p.a. of the Notional Allocation (the Administration Fee ); and (iii) a performance fee of 25% of the positive performance (net of the Management Fee) of the relevant FX Basket (the Performance Fee ). Each of these fees will be calculated daily and be deducted from the relevant FX Basket quarterly. The Management Fee and Performance Fee will be payable to the Asset Allocation Advisor and the Administration Fee will be payable to the Portfolio Sponsor for administration of the FX Basket. Notional Allocation means the amount which is notionally invested in the relevant FX Basket. When the amount invested in any FX Basket increases, the Notional Allocation in respect of such FX Basket increases and when the amount invested in such FX Basket decreases the Notional Allocation in respect of such FX Basket decreases. The Notional Allocation will also be adjusted quarterly to take into account gains or losses made in respect of such FX Basket. 236
The IKOS FX Basket The FX Baskets are linked to the performance the IKOS FX Basket, which comprises certain transactions selected by IKOS CIF Limited (the Asset Allocation Advisor ). Those transactions are over-the-counter ( OTC ) foreign exchange transactions and the resulting settlement of such transactions (each an OTC FX Transaction ) are all referred to as a Transaction. The Portfolio Sponsor is not obliged to hold any particular assets in order to calculate each of the FX Baskets. Each Transaction is selected solely by the Asset Allocation Advisor in accordance with the Strategy described in Description of Strategy below and the asset allocation agreement between the Portfolio Sponsor and the Asset Allocation Advisor (the Asset Allocation Agreement ). The Strategy consists of investment in over-thecounter foreign exchange transactions only and is described in more detail below. The Strategy is systematic, therefore the Strategy is reliant upon the Asset Allocation Advisor's ability to create models to select foreign exchange transactions. The transactions may vary in maturity, from a transaction of up to five days or less to medium or longer term transactions with a maturity of greater than five weeks. Description of IKOS CIF Limited The information contained in this section has been provided by IKOS CIF Limited and has not been independently verified by the Fund, the Management Company, Deutsche Bank AG or any other person. Accordingly, IKOS CIF Limited assumes the responsibility for the accuracy, completeness and applicability of such information. IKOS CIF Limited (the Asset Allocation Advisor ) is a limited liability company registered in the Republic of Cyprus. It is authorised and regulated by the Cyprus Securities and Exchange Commission. It is registered as an investment advisor with the United States Securities and Exchange Commission and is an NFA member and is registered as a Commodity Trading Advisor and a Commodity Pool Operator with the CFTC. Description of the Strategy The information contained in this section has been provided by the Asset Allocation Advisor and has not been independently verified by the Fund, the Management Company, Deutsche Bank AG or any other person. Accordingly, the Asset Allocation Advisor assumes the responsibility for the accuracy, completeness and applicability of such information. The IKOS FX Program (the Strategy ) trades the currencies of major developed economies, using three families of models and three holding periods. The first class of models may be termed systematic global macro. The philosophy is the same as that of a traditional discretionary macro strategy in that it forecasts global capital flows by observing a range of indicators, including macro economic data and technical data. The second family of models are the so-called carry-models that capitalize on interest-rate differentials and other technical indicators to buy high-yielding currencies sell low yielding currencies while getting out of the trade when certain risk indicators predict the end of the carry trade. The last family of models are the trend-following models that try to capture big moves while staying out of the trade when the market is trading in a range. The systematic global macro and the trend following are traded in three differing holding period trades that last a few hours, a few days or a few weeks. The carry models are long-term models. The approach in all these models is a consistent and wholly systematic way, with no normal override of trading signals by human/emotional judgement. Extreme care is taken in the construction of models within a clear and mathematically correct theoretical framework. The first assumption necessary for the Strategy is that currency markets are not efficient. This can be argued based on the size of the markets (and therefore their slowness to react to new information), and the presence of non profit seeking participants in the markets (governments, central banks, hedgers). The next assumption is that short term currency movements are driven by capital flows into and out of each economy. This leaves the Asset Allocation Advisor with the task of forecasting these capital movements which it seeks to achieve by observing a number of fundamental economic variables including relative yields, asset prices, commodity prices, inflation and others. By carefully building robust statistical models using these variables, the Asset Allocation Advisor attempts to estimate the likely direction and size (approximately) of these capital flows. The Strategy manages risk in three stages, which may be simply described as day to day risk, special event risk, and draw down risk. Day to day risk is the normal volatility experienced by the account through being exposed to a portfolio of financial instruments with given risk/return characteristics. This is controlled by limiting the portfolio s exposure to any currency pair to a predetermined fixed level regardless of the historical behaviour of the currency. Special event risk is due to events that are not represented in the historical data distribution, and which could subject the portfolio to excessive risk. This is controlled quantifying the level of risk-aversion in the marketplace measured for example by the VIX and other indicators. When the risk-aversion index rises there is a systematic way in which capital allocated to longer term models is reduced and the capital released is allocated to higher-frequency models that tend to perform better during volatile periods. Draw-down risk is the risk that the portfolio suffers an excessively large peak to trough loss. This is limited by dynamically deleveraging the portfolio as losses are incurred (in a step wise manner). Particular attention is given to minimising transaction costs, including the component due to market impact. A set of short term forecasting models based on intraday time-series analysis are used to aid in the execution and timing of orders. 237
Description of Asset Allocation Agreement The Asset Allocation Agreement sets out (inter alia) the following: the Notional Allocation for each FX Basket; the Capacity Reservation for each FX Basket. The Asset Allocation Advisor has agreed a Capacity Reservation with the Portfolio Sponsor for each FX Basket. The Capacity Reservation is a limitation on the amount of the assets the Asset Allocation Advisor has agreed to notionally allocate to the FX Basket. Where the Capacity Reservation has been reached the Portfolio Sponsor may adjust the FX Basket or cease to calculate the FX Basket and the Sub-Fund terminated. Investors will be notified in such circumstances; an agreement by the Asset Allocation Advisor to perform its obligations to the standard expected of a professional and experienced asset manager of international standing; an agreement by the Asset Allocation Advisor to follow the Strategy when selecting Transactions; and the maximum tenor or term in relation to Transactions the relevant Asset Allocation Advisor intends to select and the permitted currencies. Fees in relation to the Asset Allocation Advisor's appointment and services are as set out in the section headed Fees above. Investment Considerations The investment considerations set out in this section are not a comprehensive list of all investment considerations. 1. Transactions and the FX Baskets The FX Baskets are linked to the performance of certain transactions selected by the Asset Allocation Advisor in accordance with its stated Strategy. The performance of those transactions will influence the performance of the FX Baskets which will therefore depend to a large extent upon the skill of the Asset Allocation Advisor. 2. FX Basket Risk Factors The FX Baskets offer exposure to over-the-counter foreign exchange and currency option transactions via the IKOS FX Basket. OTC foreign exchange and currency option transactions are contracts linked to one or more foreign exchange rates. The Transactions notionally comprised within the IKOS FX Basket are types of derivative transactions, meaning transactions which depend largely upon a relevant reference basis, in this case the relevant foreign exchange rates. While the Portfolio Sponsor will seek to value Transactions in accordance with inter bank standard market valuation procedures, the particular rates which prevail as between banks may change quickly and at times there may be inefficiencies in information available to banks which will affect the rates which are offered. As with other derivative transactions, a small movement in the reference basis (i.e. the relevant foreign exchange rates) may mean a large change in the value of the Transaction. In some cases this may represent a significant loss which may have an adverse effect on the level of the FX Baskets. The markets in which foreign exchange and currency option transactions are traded may be highly volatile, particularly in relation to emerging or developing nations' currencies and, in certain market conditions, also in relation to developed nations' currencies. Significant changes, including changes in liquidity and prices, can occur in such markets within very short periods of time. Foreign exchange trading risks include, but are not limited to, exchange rate risk, interest rate risk, convertibility risk and potential interference by foreign governments through regulation of local markets, foreign investment or particular transactions in foreign currency. 3. No Endorsement of Asset Allocation Advisor Deutsche Bank AG, London Branch does not endorse or otherwise recommend the Asset Allocation Advisor or the Strategy represented in the IKOS FX Basket. 4. Risks of Strategies The Asset Allocation Advisor has agreed with the Portfolio Sponsor to select Transactions to be notionally comprised within the IKOS FX Basket in accordance with its pre-determined and stated Strategy. Although there is a certain level of monitoring of the type and size of the Transactions, no assurance can be given that the Asset Allocation Advisor will follow the relevant Strategy nor that the Strategy followed by any Asset Allocation Advisor will lead to any increase in an FX Basket Closing Level. Furthermore, there are potential limitations to the Strategy. In particular, the Strategy may be based to some extent on previous trends in the relevant markets, but there is no guarantee that such trends will be repeated in the future. The Strategy followed by the Asset Allocation Advisor may also depend on Transactions being notionally realised at certain times and no assurance can be given that this will coincide with the time when the FX Baskets are valued or the time when the FX Baskets are valued. In particular, the Transactions selected may have experienced significant volatility over the specified period. 238
5. Management Fee, Performance Fee and Administration Fee The calculation of each FX Basket includes the deduction of a Management Fee, a Performance Fee and an Administration Fee. Each of these deductions will mean that each FX Basket Closing Level is less than would be the case if no fees were deducted. 6. FX Basket Suspensions If a Suspension Event occurs on any FX Basket Business Day in relation to an FX Basket, the FX Basket will be cancelled and the Sub-Fund may be terminated. The value of the FX Basket following a Suspension Event will be the value of the FX Basket on the immediately preceding FX Basket Business Day. 7. Currency Conversions and Associated Risks In relation to an FX Basket the following currency conversions are made on a daily basis: I. the value of the assets notionally comprised within the FX Basket (whatever currency they are denominated in) is calculated in EUR using relevant spot FX exchange rates. These comprise Transactions, the net notional profits and losses of Transactions (including deductions of amounts in respect of notional realisation costs) and any notional Interest deemed to be earned thereon (as described in the Asset Allocation Agreement); II. in respect of the FX Basket denominated in USD, further conversions of certain FX Basket values will then be made by reference to USD. The conversions referred to above mean that the value of the FX Basket denominated in USD is affected by the fluctuations in the value of the USD. 8. Portfolio Sponsor The sponsor of each FX Basket is Deutsche Bank AG, London Branch or any successor in this capacity. The Portfolio Sponsor is required to perform certain administrative functions in relation to each FX Basket, including recording the Transactions selected by the Asset Allocation Advisor in relation to the IKOS FX Basket and making certain determinations in respect thereof. In particular, the Portfolio Sponsor is required to confirm that proposed Transactions do not breach agreed exposure and other limits in the relevant Asset Allocation Agreement. The Portfolio Sponsor shall also value the Transactions and calculate each FX Basket value. The Portfolio Sponsor has a number of discretions in relation to the FX Baskets. In particular: I. If a Force Majeure Event occurs, the Portfolio Sponsor may adjust the calculation of an FX Basket or postpone or cancel and permanently cease to calculate an FX Basket. II. If a lack of Capacity Reservation in respect of an FX Basket or any other event would mean any part of an FX Basket cannot be determined or the Swap Counterparty s hedging arrangements for the OTC Swap Transactions are affected, the Portfolio Sponsor may adjust such FX Basket or cancel and permanently cease to calculate such FX Basket. III. If fiscal, market, regulatory, juridical, financial circumstances or any other circumstances arise that would necessitate or make desirable a modification or change to an FX Basket methodology, the Portfolio Sponsor may make such modifications or changes. 9. Asset Allocation Advisor The Portfolio Sponsor has appointed the Asset Allocation Advisor to select Transactions, which together with any cash notionally realised on Transactions, will notionally comprise the relevant reference assets of the FX Baskets. The value of the FX Baskets to a large extent will be determined by the changes in value of each of the Transactions notionally comprised in the FX Basket. Fees in relation to the Asset Allocation Advisor's appointment and services are as separately agreed between the Portfolio Sponsor and the Asset Allocation Advisor, and may comprise of a management fee and a performance fee. No assurance is given that the services of the Asset Allocation Advisor will continue to be available to the Portfolio Sponsor. However, the appointment can be prematurely terminated in the following circumstances further detailed in each FX Basket description. The Asset Allocation Advisor Agreement terminates within one year of the date of execution and there is no certainty that it will be renewed. The Asset Allocation Advisor may also act for a number of parties other than the Portfolio Sponsor. The Asset Allocation Advisor may therefore be making decisions as to a number of different strategies or investments, not just those notional Transactions in respect of the IKOS FX Basket. In some cases this may present conflicts of interest for an Asset Allocation Advisor. 10. Deutsche Bank Entities as agents Deutsche Bank AG, London Branch and DB Affiliates (each a Deutsche Bank Entity ) provide various services in respect of the calculation of the FX Basket and the Sub-Fund. The failure by a Deutsche Bank Entity to provide such services may jeopardise the performance of the FX Baskets and the Sub-Fund. In particular, Deutsche Bank Entities fulfil the following roles: Portfolio Sponsor: Duties include making determinations in relation to the Asset Allocation Advisor, including monitoring certain risk limits and determining the FX Basket Closing Level. 239
Swap Counterparty: Deutsche Bank AG is the Swap Counterparty to the Sub-Fund in relation to the OTC Swap Transactions. Hedging Arrangements (as defined below) may be carried out in a number of ways which will not be disclosed. 11. Conflicts of Interest for Deutsche Bank Entities Conflicts of interest may exist between the Portfolio Sponsor and Deutsche Bank Entities acting in other capacities. In performing each of the various services in relation to the FX Baskets, Deutsche Bank Entities do not act on behalf of, or accept any duty of care or any fiduciary duty. Each relevant Deutsche Bank Entity will pursue actions and take steps that it deems necessary or appropriate to protect its interests. The Asset Allocation Advisor may be in possession at any time of information in relation to Transactions notionally composed in the IKOS FX Basket. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. Deutsche Bank Entities shall be entitled to receive fees or other payments and exercise all rights which they may have in connection with Hedging Arrangements (as defined below). Deutsche Bank Entities may be in possession at any time of information in relation to the Asset Allocation Advisor. 12. Indemnities and Fees Various parties in relation to the Sub-Fund and related hedging arrangements will receive certain fees for acting in such capacities, regardless of the performance of the FX Baskets. 13. Hedging Arrangements Deutsche Bank Entities may acquire or hold certain assets related to the FX Baskets in order to meet obligations in respect of the OTC Swap Transactions (this is referred to as Hedging Arrangements ) or for any other purpose, but Deutsche Bank Entities are not required to do this. If they do, Deutsche Bank Entities will have certain rights as holders of such assets and will pursue actions and take steps that they deem appropriate to protect their own interests without regard to the consequences for investors in the Sub-Fund, subject always to its regulatory obligations. Hedging Arrangements will not be disclosed to investors in the Sub- Fund. 14. Political and Economic Factors Transaction values may be influenced by a number of circumstances, including but not limited to political events, general economic conditions, government intervention, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions and currency devaluations. Any such circumstance (or a combination of them) may cause unexpected volatility or illiquidity in the relevant markets. The Strategy may fail to take account of such events and, as a result, investment losses may occur which may in turn have an adverse effect on the performance of the Sub-Fund. With respect to any emerging or developing nation, there is the possibility of nationalisation, expropriation or confiscation, political changes, government regulation, social instability or other developments (including war) which could affect adversely the economies of such nations or transaction prices. 15. Future Regulatory Changes Legal and regulatory changes could adversely affect the Portfolio Sponsor, the Asset Allocation Advisor and other parties in relation to the FX Baskets, the IKOS FX Basket and the Sub-Fund. Regulation of derivative transactions such as the Transactions is subject to change. In addition, many governmental agencies and regulatory organisations are authorised to take extraordinary actions in the event of market emergencies. Recent developments in the global markets have led to an increase in the involvement of various governmental and regulatory authorities in the financial sector. It is uncertain how a more rigorous regulatory climate may impact upon the value of Transactions notionally comprised in the IKOS FX Basket. The effect of any future legal or regulatory change on any party in relation to the FX Baskets, the IKOS FX Basket or the Sub-Fund is not possible to predict, but could be substantial and adverse. 240
PRODUCT ANNEX 20: DB PLATINUM IV ROHSTOFFE DIREKT The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset referred to under "Description of the Shares" for each Share Class and which is published by Deutsche Bank AG, London Branch acting as the index sponsor (the Index Sponsor ). Each Share Class will be linked to an Underlying Asset which will be an Index (as defined below) that will be selected from a pre-determined index universe (the Index Universe ). The Index Universe is composed of the following indices, as detailed below under General description of the Underlying Asset : - Deutsche Bank Rohstoffe Direkt EUR Index (the EUR Index ); - Deutsche Bank Rohstoffe Direkt USD Index (the USD Index ); - any other index added to the Index Universe in accordance with the procedure set out below, each an Underlying Asset 1. Any inclusion of an additional index to the Index Universe must have been previously authorised by the Board of Directors of the Company and the Luxembourg Commission de Surveillance du Secteur Financier ( CSSF ). The Board of Directors will request such authorisation from the CSSF prior to the launch of the relevant Share Class. Each Index is intended to reflect the expected performance of certain commodities. Each Index comprises 8 commodities, representing three broad commodity sectors i.e. energy, precious metals, and base metals and is intended to be re-balanced quarterly to their respective base weight. The Indices are sponsored by Deutsche Bank AG, London Branch (the Index Sponsor ). In order to achieve the Investment Objective, the Sub-Fund will invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. The Sub-Fund will exchange via an OTC swap transaction negotiated at arm s length with the Swap Counterparty the performance and/or the expected income of the assets it has invested in against a return linked to the Underlying Asset. Such transferable securities and/or liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Sub-Fund may also (as an alternative to or in combination with the above 2 ) invest part or all of the net proceeds of any issue of Shares in one or more OTC swap transactions negotiated at arm s length with the Swap Counterparty and exchange the invested net proceeds against a return linked to the Underlying Asset. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC Swap transaction(s). The value of the Sub-Fund's Shares is linked to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC swap transaction. The valuation of the OTC swap transaction will reflect the relative movements in the performance of the Underlying Asset. The Sub-Fund will have to make a payment to the Swap Counterparty in the event that the Underlying Asset decreases in value, such payment being equivalent to the negative performance of the Underlying Asset. This payment will be made from the proceeds and, as the case may be, the partial or total disposal of the assets the Sub-Fund has invested in. The above investments and liquid assets (such as deposits) the Sub-Fund may hold (together, the Hedging Asset ) will, together with any derivative techniques used to link the Hedging Assets to the Underlying Asset 1 The Indices are proprietary indices. No use or publication may be made of the Indices without the prior written approval of Deutsche Bank AG. 2 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 241
and any fees and expenses, be valued in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS as governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions of the Prospectus to the OTC swap transaction, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each day of calculation of the Net Asset Value of the Sub-Fund. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit as determined in the prospectus has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Fund s OTC swap transaction by resetting the OTC swap transaction. The effect of resetting the OTC swap transaction is to reduce the marked to market of the OTC swap transaction and, herewith, reduce the net counterparty exposure to the applicable rate. The costs (if any) generated by the delivery of collateral by the Swap Counterparty will be borne by the Sub- Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Share Class R1C-2014 has a Maturity Date (as defined below under General Information Relating to the Sub- Fund ). However, the Board of Directors may decide to terminate this Share Class prior to the Maturity Date or extend the life of this Share Class after the Maturity Date, all in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the Sub-Fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles". Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Hedging Asset as described in the core part of the Prospectus under Risk Factors. The Underlying Asset is constructed as a basket of commodity futures contracts. Investors should note that commodities and futures generally are volatile and may not be suitable for all investors. Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Commodity prices generally may fluctuate widely and may be affected by numerous factors, including: (i) global or regional political, economic or financial events and situations, particularly war, terrorism, expropriation and other activities which might lead to disruptions to supply from countries that are major commodity producers; (ii) investment trading, hedging or other activities conducted by large trading houses, producers, users, hedge funds, commodities funds, governments or other speculators which could impact upon global supply or demand; (iii) the weather, which can affect short-term demand or supply for some commodities; (iv) the future 242
rates of economic activity and inflation, particularly in countries which are major consumers of commodities; and (v) major discoveries of sources of commodities. Prospective investors should conduct their own investigations into the relevant Underlying Asset (including, without limitation, how it is determined, composed and calculated) using such sources as they deem appropriate. The attention of each prospective investor is brought to the description of each Underlying Asset under General Description of the Underlying Asset. None of Deutsche Bank AG, London Branch (in any capacity) or any of DB Affiliates makes any representation or warranty, express or implied, as to the performance of the Sub-Fund or an Underlying Asset or the advisability of investing in securities or commodities generally or in the Sub-Fund particularly. The futures contracts representing the commodities are rolled employing the Deutsche Bank s proprietary optimum yield methodology (as set out in detail below). This roll mechanism chooses the future contract with delivery date less than 13 months at the time of the roll which has the highest implied roll yield. However no assurance or representation (express or implied) is given that the choice of a specific contract will generate the highest possible return. Furthermore, under certain market conditions the rolling of the future contracts may result in a decline of the level of each Index. Finally it cannot be foreseen whether the application of the mechanism would generate a better performance than any possible alternative rolling strategy. These specific risk factors should be read in conjunction with the general Risk Factors in the Prospectus. General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period Launch Date Maturity Date Sub-Fund s Reference Currency Subscription and Redemption deadline Index Business Day Product Business Day Investment Manager Swap Counterparty Swap Calculation Agent See Description of Shares. EUR 50,000,000 The Offering Period will start on 04 January 2010. The final date of the Offering Period will be 22 January 2010 or such earlier or later date as the Board of Directors may determine. Means 22 January 2010 or such earlier or later date as the Board of Directors may determine. Means, in respect of the R1C-2014 Class, 30 May 2014 (or if such day is not a Business Day, the next following Business Day) or such earlier or later date as the Board of Directors may determine. EUR For each Share Class, means 2:00 p.m. (Luxembourg time) on a relevant Transaction Day. Means a day (other than a Saturday or Sunday) which is not a holiday in the CME Group New York Floor holiday calendar for the relevant year (or such other holiday calendar as the Index Sponsor determines to be the successor to such holiday calendar) and will no longer mean a New York Business Day.. Means a day (other than a Saturday or a Sunday) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, Frankfurt am Main and London; and The TARGET2 System is open; and Each Clearing Agent is open for business. State Street Global Advisors Limited Deutsche Bank AG, acting through its London branch Deutsche Bank AG, acting through its London branch 243
Description of the Shares Classes R1C-2014 I1C Form of Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100 EUR 10,000 Authorised Payment USD, GBP, CHF, DKK, SEK, NOK USD, GBP JPY, CHF, DKK, SEK, Currency 1 NOK, HKD, SGD German Security Identification Number (WKN) A0YFT4 A0YFT7 ISIN Code LU0471606342 LU0471607233 Underlying Asset Euro Index Euro Index Minimum Initial and Subsequent Subscription Amounts 1 Share 1 Share Management Company Up to 2.5% annually Up to 2.5% annually Fee 2 Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) Upfront Subscription Sales Charge during/after the Offering Period 3 Up to 5.00% N/A 1 Forex expenses relating to orders made in an Authorised Payment Currency other than the Reference Currency will be covered by the Fixed Fee Agent through the Fixed Fee if the NAV is published in such Authorised Payment Currency. Otherwise, the aforementioned Forex expenses will exclusively be borne by the investor trading in such Authorised Payment Currency. 2 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 3 The Upfront Subscription Sales Charge during and after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively of the Net Asset Value of the relevant Classes. 244
General Description of the Underlying Asset This section is a brief overview of the Underlying Asset. It contains a summary of the principal features of the Underlying Asset and is not a complete description. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to each Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. Each Index is intended to reflect the expected performance of certain commodities. Each Index comprises 8 commodities, representing three broad commodity sectors i.e. energy, precious metals, and base metals and is intended to be re-balanced quarterly to their respective base weight. The Indices are sponsored by Deutsche Bank AG, London Branch. A table outlining the current weights of the 8 commodities in each Index can be found at http://index.db.com. Each Index is rebalanced on an quarterly basis on the 10 th Index Business Day of January, April, July and October (hereinafter, a Rebalancing Day ), based on the index base weights. The index base weights for the commodities are: a) in respect of Brent Crude Oil, 15%; b) in respect of Natural Gas, 10%; c) in respect of Heating Oil, 10%; d) in respect of Aluminium, 15%; e) in respect of Copper, 15%; f) in respect of Nickel, 15%; g) in respect of Silver, 10%; and, h) in respect of Platinum, 10%. Upon each Rebalancing Day, the weight of each component in the index will be reset in accordance with the above base weights The 8 commodities are represented by futures contracts. When the futures contracts expire, they need to be replaced by new futures contracts. This process of replacing the relevant futures contracts is called "Rolling". Each Index employs Deutsche Bank s proprietary optimum yield methodology (the OY Mechanism ) to select a new futures contract for all commodities except platinum and natural gas. Under the OY Mechanism, when a futures contract for a particular commodity is close to expiry, a new futures contract for that commodity is chosen by comparing the annualized roll yield of all available futures contracts for that commodity that have a maturity not exceeding 13 months. A new futures contract for that commodity is selected that offers the most optimal roll yield i.e., most positive roll yield in backwardated markets and the least negative roll yield in contangoed markets (backwardation occurs where the price for contracts with shorter-term expirations are higher than those for contracts with longer-term expiration and contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months). Under the OY Mechanism, rather than select a new futures contract based on a predetermined schedule, each Index employing this mechanism rolls to the futures contract which generates the best possible implied roll yield. If two or more futures contracts offer exactly the same roll yield, then the futures contract closest to expiry is chosen. In respect of natural gas (in respect of which liquidity and seasonality considerations may undermine the effectiveness of the OY Mechanism) the Index is invested in the 4th nearby month futures contract which is replaced on a monthly basis by a futures contract that has a maturity date immediately following the maturity date of the existing futures contract. In respect of Platinum (in respect of which liquidity considerations may undermine the effectiveness of the OY Mechanism), the Index is invested in a futures contract with delivery in January, April, July or October of each year. The futures contract is replaced on a quarterly basis within the month immediately preceding the delivery month. The replacement of futures contracts for all commodities in each Index is implemented over a period of five business days commencing on the 2 nd business day and ending on the 6 th business day of the relevant calendar month in which such replacement occurs. The value of the Euro Index is calculated in Euro and hedged on a one month rolling basis by using FX forwards. In particular, at the end of each calendar month, a 1-month forward FX position is entered for an amount equivalent to the level of the EUR Index at that point in time. Intra-month gains or losses of the EUR Index are not hedged and are converted at the prevailing spot FX rate. 245
Each Index is calculated on a total return after costs, FX hedged basis (where applicable) and as such is affected, inter alia, by the following factors including (but not limited to): 1. The changes in the price of the futures contracts included in the Index; 2. The roll returns that accrue when an existing futures contract in the Index is sold and a new futures contract is included in each Index; 3. The cash returns represented by the 91 days US treasury bills; 4. An index replication cost of 0.95% per annum charged on a daily basis; 5. Any gain or loss on the FX hedge (not applicable to the USD Index); and 6. Any residual FX exposure (not applicable to the USD Index). The composition, methodology and calculation of each Index may be adjusted in the event of (i) certain disruptive events in relation to an commodity which affect the ability of the Index Sponsor to determine the level of each Index and (ii) certain force majeure events outside the reasonable control of the Index Sponsor (including, but not limited to, systems failure, natural or man-made disaster, armed conflict or act of terrorism) which could affect any commodity. Deutsche Bank AG, acting through its London branch may make modifications to the methodology of the Index in any manner that it may deem necessary if the fiscal, market, regulatory, juridical and financial circumstances require such a modification. Disclaimers The Index Sponsor makes no warranty or representation whatsoever either as to the results that may be obtained from use of each Index and/or the figures at which each Index may stand at any particular day or otherwise. The Index Sponsor will not be liable to any person for any error in each Index and will not be under any obligation to advise any person of any error in each Index. The Index is designed and sponsored by the Index Sponsor and is required to comply with fundamental rules of index construction in relation to relevancy, representation, replication, investment, reliability and consistency. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the Index description, the Index description shall prevail. A complete English language description of the Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub- Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the Index: http://index.db.com or any successor thereto. The level of the USD Index will be published on the Bloomberg screens DBLCMENU <INDEX> <GO> or any successor thereto. The level of the EUR Index will be published on the Bloomberg screens DBLCMENE <INDEX> <GO> or any successor thereto. 246
PRODUCT ANNEX 21: DB PLATINUM IV DBX SYSTEMATIC ALPHA INDEX FUND The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The investment objective of the Sub-Fund (the Investment Objective ) is to provide the Shareholders of each Share Class with a return linked to the performance of the Underlying Asset, which is the dbx Systematic Alpha Index (the Index ) of Deutsche Bank AG, London Branch (the Index Sponsor ). In seeking to achieve the Investment Objective, the Sub-Fund will use derivative techniques that will provide the Sub-Fund with a payoff linked to the Index. The Index is designed to reflect the total return (positive or negative) that would be achieved by an investor over time were it to allocate a U.S. dollar cash amount to be mainly invested in the global exchange-traded futures, forwards and options markets on commodities (including energies, base and precious metals and crops), equity indices, bonds, short-term interest rates and currencies in accordance with the Winton Diversified Trading Program, as adapted to comply with the Index Strategy Selection Rules (as defined below) (the Winton Trading Strategy ). The Winton Trading Strategy is a computer-based trading system owned and operated by Winton Capital Management Ltd. (the Index Strategy Selector ) which is designed to provide a diversified exposure to the speculative trading of global exchange-traded futures, forwards and options markets on commodities (including energies, base and precious metals and crops), equity indices, bonds, short-term interest rates and currencies, which may include foreign exchange and interest rate forward contracts and swaps as further described under Description of the Index - Description of the Winton Trading Strategy below. In order to reflect the total return that an investor would achieve, the performance of the Index will reflect the impact of the margin requirements that would be required to effect such a strategy and the return that would be obtained on any residual cash amounts not required to be placed as margin. The return on such residual cash amounts will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for its clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. The Index Strategy Selector will have no ability to take any action with respect to such residual cash amounts. The performance of the Index will also be adjusted to reflect the deduction of the Index Performance Fees, the Index Strategy Selection Fees and the Index Administration Fees and the Replication Fees. For further information on the fees that are reflected in the Index Level, please see Description of the Index - Fees below. As the Winton Trading Strategy is subject to specific rules which are designed to reflect the investment restrictions imposed by the UCITS Directive, which are set out under the section Investment Restrictions in the Prospectus, the Grand-ducal Regulation of 8 February 2008 and the relevant CSSF circulars (the Index Strategy Selection Rules ), together with certain additional restrictions and parameters, the performance of the Winton Trading Strategy may differ from the Winton Diversified Trading Program. The Index Strategy Selector is not responsible for the Index Strategy Selection Rules. The Index Strategy Selection Rules require that the components of the Winton Trading Strategy (the Instruments ) be diversified with the intention that the price movement or trading activities of one Instrument does not unduly influence the performance of the Winton Trading Strategy as a whole. Absent extraordinary market events, the Instruments in which the Winton Trading Strategy invests in accordance with the Index Strategy Selection Rules should be sufficiently liquid that the strategy may be replicated. The investments made by the Winton Trading Strategy are rebalanced at set sample points over the course of each Index Business Day to ensure that it continues to reflect the markets of the assets that it references, subject to the Index Strategy Selection Rules and absent extraordinary market events, as more particularly set out in Description of the Index - Winton Trading Strategy - Rebalancing Trading Component Allocations below. Additionally, the Index Strategy Selector will run a proprietary algorithm on the last Index Business Day of every calendar quarter to determine a distinct set of Trading Components (as defined in Description of the Index below) that shall be fixed for the next calendar quarter, as more particularly described in Description of the Index Winton Trading Strategy Trading Component Construction below. 247
The Index Level and other information on the Index are published by the Index Calculation Agent. The Index Level is determined by the Index Calculation Agent by reference to the market values of the assets to which the Index provides exposure from time to time. For further information on the Index, the calculation of the Index Level, the Index Strategy Selection Rules, the Index Strategy Selector, changes to the Index, and circumstances where the Index or Index Level may be adjusted, suspended or cancelled, please refer to Description of the Index below. The Sub-Fund may invest part or all of the net proceeds of any issue of Shares in one or more derivative transactions negotiated at arm s length with the Swap Counterparty (each an OTC Swap Transaction and together the OTC Swap Transactions ) in return for payments from the Swap Counterparty linked to the performance of the Index. Accordingly, the Sub-Fund is likely at any time to be fully or partially exposed to one or more OTC Swap Transaction(s). The Sub-Fund may also (as an alternative to or in combination with the above 1 ) invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organisations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. Pursuant to the OTC Swap Transactions, the Sub-Fund will exchange the performance and/or the income of such transferable securities against a payoff linked to the Underlying Asset. Such transferable securities and liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Index Strategy Selector has no involvement in or control over, nor shall it be responsible for, any OTC Swap Transaction(s) or the Hedging Asset. The Index reflects the performance of a U.S. dollar denominated investment invested in accordance with the Winton Trading Strategy whereas some of the Shares Classes are denominated in currencies other than USD (such currency, the Share Class Currency ). The Sub-Fund may enter into foreign exchange hedging transactions in respect of each Share Class in respect of which the Share Class Currency is different to the Reference Currency the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of the exchange rate between the Share Class Currency and the Reference Currency. Such hedging transactions will consist of foreign exchange spot and forward contracts, which are expected to be concluded once a month with a maturity of one month. It may not be practicable to adjust these hedging transactions to account for the foreign exchange exposure arising between two monthly roll dates from the increase or decrease in (i) the level of the Index or (ii) the number of Shares outstanding of the relevant Share Class, in which case any losses caused by adverse movements of the exchange rate between the Share Class Currency and the Reference Currency will be borne by the Shareholders of that Share Class. The value of the Sub-Fund s Shares is linked in each case to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC Swap Transactions. The valuation of the OTC Swap Transactions will reflect the relative movements in the performance of the Underlying Asset and the transferable securities (if applicable). The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying certain limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market daily. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub- Fund s OTC Swap Transaction(s) by resetting the OTC Swap Transaction(s). The effect of resetting the OTC Swap Transaction(s) is to reduce the mark to market value of the OTC Swap Transaction(s) and, as a result, reduce the net counterparty risk exposure. The costs (if any) generated by the delivery of collateral by the Swap Counterparty (the Collateral Cost ) will be borne by the Sub-Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the 1 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 248
funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. The Collateral Cost is deducted from the performance of the Sub-Fund. The Collateral Cost as at the Launch Date is 0.25% p.a., calculated on the basis of the NAV of the Sub-Fund. The Collateral Cost is subject to adjustment by the Swap Calculation Agent, depending upon the cost to the Swap Counterparty of posting collateral in accordance with the applicable UCITS regulations. Investors in the Sub-Fund will be notified of any adjustment to the Collateral Cost. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may be used for liquidity purposes (e.g., to cover cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub-Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies. Risk Management The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the absolute VaR approach in accordance with the CSSF Circular 11/512. The Winton Trading Strategy is designed to allocate exposure across components of the Index in a diversified manner. In addition, the Index Strategy Selector assesses exposure within the Index against a target risk level by using a variety of measures including margin-to-equity. One of the key components of the Index is short term interest rate derivatives. Short term interest rate derivatives have extremely short duration which makes them significantly less sensitive to interest rate changes than longer term interest futures. In order to ensure that the Index achieves its objective of a diversified portfolio, and that the short term interest rate positions make a meaningful contribution to the Index, the notional amounts of the short term interest rate components will therefore be large, both relative to the notionals of the longer term interest rate components, and in absolute terms. In order to meet the Winton Trading Strategy Objective, the Winton Trading Strategy utilises a complex schema of numerous computer programs (the Trading System ), which track daily price movements and other data sourced from a pool of global, liquid futures, forwards and options markets. The Trading System carries out certain computations on a daily basis to determine the allocation to each market to maximise profit within a certain range of risk. The Winton Trading Strategy adopts the principle of risk spreading through diversification because holding positions in a wide-range of markets reduces concentration risk and has been shown, over time, to decrease system volatility. The Instruments in which the Winton Trading Strategy is invested will be re-weighted daily to meet the Winton Trading Strategy Objective and long-term annualised volatility target. The Trading System aims to achieve a long-term volatility target, with the observed volatility expected to fluctuate above and below this level in the short-term. To minimise the fluctuation around the long-term target level of volatility, the Trading System is re-geared on a daily basis. In exceptional circumstances, external, unforeseen or dramatic events may impact the markets. Given the often rapid and unpredictable nature of these circumstances, the Index Strategy Selector may take additional temporary measures with the aim of reducing risk. There can be no guarantee that such measures will result in a reduction in risk or limit losses. Based on the sum of the notional of financial derivative instruments approach (which defines the leverage as the sum of the absolute value of the notional of all financial derivative instruments in the relevant Index), the Sub-Fund s maximum expected level of leverage is 3,000% of the Sub-Fund s NAV. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment. 249
The Sub-Fund does not employ excessive risk via leverage to create returns, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The leverage is a function of the use of short term interest rate derivatives within the Index. Profile of the Typical Investor The Sub-Fund is intended for Financially Sophisticated Investors. A Financially Sophisticated Investor means an investor who: (a) has knowledge of, and investment experience in, financial products that use complex derivatives and/or derivative strategies (such as this Sub-Fund) and financial markets generally; and (b) understands and can evaluate the strategy, characteristics and risks of the Sub-Fund in order to make an informed investment decision. In addition, investors must be able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles. The Index reflects an investment in the Winton Trading Strategy which employs investment strategies that are complex and involve numerous risks, including potentially high levels of volatility. The Sub-Fund is intended only for those investors who understand these strategies and associated risks. Prospective investors should consult their financial, tax and legal advisors, as appropriate, in order to determine whether or not the Sub-Fund is a suitable investment for them. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that therefore the capital invested is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors could also bear all risks relating to the Hedging Asset as described under the section Risk Factors. Specific Risk Factors THE WINTON TRADING STRATEGY IS SPECULATIVE AND ENTAILS SUBSTANTIAL RISKS. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF THE SUB-FUND WILL BE ACHIEVED, AND RESULTS MAY VARY SUBSTANTIALLY OVER TIME. YOU SHOULD BE AWARE THAT THE ACHIEVEMENT OF SHORT EXPOSURE, THE USE OF DERIVATIVES AND OTHER LEVERAGED POSITIONS COULD, IN CERTAIN CIRCUMSTANCES, SUBSTANTIALLY INCREASE THE IMPACT OF ADVERSE MARKET CONDITIONS ON THE SUB-FUND S NET ASSET VALUE. Leverage Risks Although the notional amounts of the short term interest rate futures transactions that make up the Winton Trading Strategy will be large in absolute terms (because such transactions have a short duration so that they are significantly less sensitive to movements in interest rates than longer term transactions), the diversification and risk limitation within the Winton Trading Strategy are designed to ensure that no single component of the Winton Trading Strategy will unduly influence its performance. The Sub-Fund does not employ excessive risk via leverage to create returns, it being understood however that the value of the respective Share Class may rise or fall in value more quickly than if there was no leverage. The leverage is a function of the use of short term interest rate futures transactions that make up the Winton Trading Strategy. Nature of an Investment in the Index The Index is a financial index providing exposure to the Winton Trading Strategy, which represents investments in a diversified universe of international futures, options and forwards and other securities, cash and liabilities, all in accordance with the Index Strategy Selection Rules as further described in Description of the Index below. The performance of the Instruments will strongly affect the level of the Index, and therefore, the value of the Shares. None of the Sub-Fund, the Management Company, the Index Sponsor or the Index Calculation Agent has any discretionary power to influence the systematic design of the Winton Trading Strategy, the results generated by such strategy or any decisions made or discretions exercised by the Index Strategy Selector in relation thereto, save that the parameters of the Winton Trading Strategy will be constrained by the Index Strategy Selection Rules specified in the Index Description (and which the Index Strategy Selector was not responsible for drafting). None of the Sub-Fund, the Management Company, the Index Sponsor, the Index Strategy Selector or the Index Calculation Agent can in any way guarantee that the objective of the Winton Trading Strategy or of the Index will be achieved. 250
Computer-generated Allocation The Winton Trading Strategy is based upon a computer-generated systemic trading strategy of the Index Strategy Selector that provides exposure to Instruments based on complex statistical research. The Winton Trading Strategy attempts to achieve the risk and return profile of a diversified trading strategy, as more particularly described under Description of the Index Description of the Winton Trading Strategy Winton Trading Strategy Objective below. Certain extraordinary events, as further described below, may occur that fall entirely outside the scope of the research upon which the Winton Trading Strategy is based. The Index Strategy Selector has the ability to exercise discretion outside of the methodology of the Winton Trading Strategy. Whilst discretionary inputs are generally not essential to the effectiveness of a systematic allocation model, it is nonetheless important to recognise that given the often rapid and unpredictable nature of some market events, the systemic trading system may not provide for certain responses that would be possible if the Index Strategy Selector were given a higher degree of discretion. In certain circumstances and subject to the Index Strategy Selection Rules, the Index Strategy Selector may override the results of the computer-generated trading strategy and use its discretion to select an allocation to Instruments that differs to that suggested by the computer-generated trading strategy. Examples of discretionary actions might include decreasing the margin-to-equity ratio of Instruments to which the Winton Trading Strategy is allocated, decreasing its exposure to all positions in certain markets or declining to execute an allocation generated by the system. Changes in the value of investments to which the Winton Trading Strategy is exposed and/or other market events may cause the Winton Trading Strategy to temporarily fall out of compliance with the Index Strategy Selection Rules. If this is the case, the Index Strategy Selector will adopt as a priority objective to rebalance the investments made under the Winton Trading Strategy as soon as reasonably practicable thereafter within the parameters of the Index Strategy Selection Rules in order to remedy such non-compliance. The allocation mechanism that determines the composition of the Index contains proprietary information which is confidential to the Index Sponsor and/or the Index Strategy Selector. As such, investors will not be informed of particular elements of this mechanism. Minimum Trading Amounts and Risk Limits The Winton Trading Strategy s computer-generated model will suggest an optimum allocation to each Instrument that makes up the Winton Trading Strategy. This allocation will be subject to certain risk limits which may be imposed by the Index Strategy Selector or be required by operation of law or other regulatory requirement, including, without limitation, the imposition of speculative position limits in the futures markets (see Description of the Index - Description of the Winton Trading Strategy below). Notwithstanding this theoretical model, some Instruments will be subject to minimum trading amounts. The Index will reflect the allocations that could actually be realised through the investment in the Winton Trading Strategy of a defined U.S. dollar cash amount equal to the notional account size. The notional account size may increase or decrease from time to time as described in Description of the Index Use of the Index below. To the extent that the part of this U.S. dollar cash amount allocated to a particular Instrument by the computer model is below the minimum trading amount for that Instrument, the Index will not reflect an allocation to that Instrument. As a result, there may be differences between the optimum exposures to Instruments suggested by the computer-generated allocation model and those Instruments to which the Index is actually exposed. Similarly, if a risk limit is reached, the Index will not reflect any additional allocation to the Instrument to which the risk limit applies. As the allocations reflected in the Index will be constrained by the size of the U.S. dollar amount on which the Index is based and applicable limits, the performance of the Index may be lower or higher than it would have been had the optimum allocation been made. The risks associated with the categories of assets to which the Index may provide exposure by replicating an investment in the Winton Trading Strategy are summarised below. Securities Options Subject to the Index Strategy Selection Rules, the Index may provide exposure to options trading, which is speculative and involves a high degree of risk. If the Index provides exposure to a purchased put or call option, there may be a loss of the entire premium paid by an investor based on the movement of the value of the option to which the Index provides exposure. Correspondingly, there will be a related reduction in the Index Level and loss to the Shares. If the Index provides exposure to the sale of a put or call option, the Index may suffer potentially significant declines, as more fully described below. Exposure to Derivatives Subject always to the Index Strategy Selection Rules, the Index may provide exposure to a wide range of derivative products. Such derivative products could include exchange traded and certain over-the-counter derivative instruments, including complex derivative instruments that seek to modify or replace the investment performance of particular securities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. These investments may be extremely volatile and involve risks that can result in a loss of all or part of an investment, including, but not 251
limited to, interest rate and credit risk volatility, world and local market price and demand, and general economic factors and activity. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Foreign currency contract prices are influenced by, among other things, political events, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and re-evaluations. In addition, governments from time to time directly intervene in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Derivatives may involve significant amounts of leverage, which can substantially magnify market movements and result in losses greater than the amount of the investment. Some derivatives may be more volatile than their underlying securities and therefore, on a percentage basis, an investment in derivatives may be subject to greater fluctuations than an investment in the underlying security, and, to the extent the Index provides exposure to such derivatives, the value of the Index may be subject to a corresponding fluctuation. For example, if the Index provides exposure to a purchased option, the Index Level will be correspondingly reduced to reflect the premium an investor in such option would have to pay, which represents the market value of the option. Unless the price or the volatility of the instrument underlying the option changes so that it becomes profitable for an investor to exercise or sell the option before it expires, the Index Level will not recover the reduction representing the premium. Subject to the Index Strategy Selection Rules, the risk of the Index providing exposure to the writing (selling) of options could result in significant losses to the Sub-Fund (and could, in extreme circumstances, result in its Net Asset Value being reduced to zero) because the writer of the option must purchase (in the case of a put) or sell (in the case of a call) the underlying security at a certain price upon exercise, and there can be no guarantee as to what price that might be. If the Index provides exposure to the writing (selling) of an option, and an investor in such option would be required to purchase or sell (as the case may be) the underlying security at a given price, then a corresponding increase or reduction will be made to the value of the Index, which will be uncertain and may be significant. As assets that can have no value at their expiration, an exposure to options can introduce a significant additional element of leverage and risk to the Index s market exposure. Subject always to the Index Strategy Selection Rules, providing exposure to certain options strategies can subject the Index to losses that are significant even in the context of positions for which the Index Strategy Selector has correctly anticipated the direction of market prices or price relationships. Exposure to Exchange Traded Futures and Forwards Subject always to the Index Strategy Selection Rules, the Index may provide exposure to transactions in exchange traded futures and forwards. Transactions in futures and forwards involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The gearing or leverage often obtainable in futures or forwards trading, due to the low margins normally required, means that a relatively small movement in the price of a futures or forward contract may result in a profit or loss which is high in proportion to the amounts of funds actually placed as margin and may result in unquantifiable future losses exceeding any margin deposited. For this reason, it is not possible to predict the losses the Index may suffer if the Index provides exposure to futures or forwards contracts. Futures or forward positions may become illiquid. If the Index provides exposure to a futures or forward position that becomes illiquid, that illiquidity will be reflected in the Index, subject to the Potential Cancellation Events (as defined in Description of the Index below), and the Index will therefore be unable to allocate the portion of the Index providing exposure to illiquid futures or forwards to more liquid assets or to cash. Leverage as calculated by the sum of the notional of financial derivative instruments approach One of the components of the Index is short term interest rate futures. Short term interest rate futures are significantly less sensitive to interest rate changes than longer term interest futures. In order to ensure that the Index achieves its objective of a diversified portfolio, and that the short term interest rate positions make a meaningful contribution to the Index, the notional amounts of the short term interest rate components will therefore be large, both relative to the notionals of the longer term interest rate components, and in absolute terms. As a result, in accordance with the sum of the notional of financial derivative instruments approach to calculating leverage (which defines the leverage as the sum of the absolute value of the notionals of all financial derivative instruments in the relevant Index), the Sub-Fund s maximum expected level of leverage is 3,000% of the Sub-Fund s NAV. The Sub-Fund's level of leverage may possibly be higher in a low market volatility environment. The outcome of the sum of the notional of financial 252
derivative instruments approach is purely a function of the use of short term interest rate futures within the Index. The risk factor above headed Exposure to Exchange Traded Futures and Forwards describes other instances of how leverage may arise in the Index. Other than as disclosed herein the Sub-Fund does not expect to employ any leverage. Special Risks Associated with Exposure to Over-the-Counter (OTC) Forward Contracts Subject to the Index Strategy Selection Rules, the Index may provide exposure to forward contracts. Forward contracts, unlike futures contracts, are not generally traded on exchanges and are not standardised. Some exchanges such as the London Metal Exchange do trade forward contracts on exchange. However, in the case of OTC forward contracts, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. OTC forward and cash trading is substantially unregulated and there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the OTC forward markets are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity, which can sometimes be of significant duration. There have been periods during which certain participants in these markets have been unable or unwilling to quote prices for certain currencies or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and the price at which they were prepared to sell. For this reason, it is not possible to predict the declines the Index may suffer if the Index provides exposure to OTC forward contracts. If the Index provides exposure to an OTC forward contract that becomes illiquid, that illiquidity will be reflected in the Index, subject to the Potential Cancellation Events (as defined in Description of the Index - Index Adjustments, Suspension of Calculation and Cancellation below), and the Index will therefore be unable to allocate the portion of the Index providing exposure to illiquid OTC forward contracts to more liquid assets or to cash. If the Index Calculation Agent is unable to calculate the Index Level because a price cannot be obtained for any OTC forward contracts to which the Index provides exposure, a Potential Cancellation Event may occur. Illiquidity or disruption in the OTC forward markets could result in significant losses for the Sub-Fund, adjustments to the Index, the delay or suspension of calculation of the Index or the cancellation of the Index, all as further described in Description of the Index - Index Adjustments, Suspension of Calculation and Cancellation below. Credit Risk from Counterparties The Index may track transactions in over-the-counter markets, which will expose the Index to the credit of counterparties and their ability to satisfy the terms of such contracts. For example, subject always to the Index Strategy Selection Rules, the Index may provide exposure to repurchase agreements, forward contracts, options and swap arrangements, each of which expose the Index to the risk that the counterparty may default on its obligations to perform under the relevant contract. Depending on the counterparty position to which the Index is exposed, a loss under any such contract may result in a corresponding reduction in the Index Level. In addition, the bankruptcy or default of clearing-houses by or through which transactions to which the Index provides exposure are carried or settled may result in declines in the Index. In the event of a bankruptcy or insolvency of a counterparty, the prime broker or such broker or clearing-house, the Index may reflect a corresponding delay in decreasing its allocation to a given position, and the Index may experience significant declines to reflect those losses actual counterparties of such entities experience, including during the period in which a counterparty whose position the Index tracks seeks to enforce its rights, inability to realise any gains on the Instrument it tracks during such period and a liability to reflect fees and expenses incurred by the counterparty whose position the Index tracks in enforcing its rights. The financial problems at Lehman Brothers group and other well-known financial institutions since 2007 illustrate these risks. Reliance on Third Parties The Index Strategy Selector will rely on third parties to provide it with different types of data, including real time, raw, and calculated, data via the internet. The Winton Trading Strategy, and consequently the Index, could be adversely affected if its or its data providers computer systems or infrastructure cannot properly process and calculate the information needed for the Index Strategy Selector to conduct its allocation strategies. Legal and Regulatory Risks Legal and regulatory changes could adversely affect the Winton Trading Strategy and the Index. Regulation in respect of the type of Instruments in which the Winton Trading Strategy is permitted to invest is still evolving and therefore subject to change. In addition, many governmental agencies, self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future legal or regulatory change on the Winton Trading Strategy, and consequently on the Index, is impossible to predict, but could be substantial and adverse. There have recently been certain well-publicised incidents of regulators unexpectedly announcing regulatory changes or interpretations that prohibited trading strategies that had been implemented 253
in a variety of formats for many years. For instance, in September 2008 the SEC and various non- U.S. regulatory bodies imposed temporary bans on short-selling in a variety of stocks, and adopted permanent regulations that may have the effect of making short-selling more difficult or costly. These actions were generally regarded as disrupting market fundamentals and causing unexpected and volatile increases in the stock prices of a variety of issuers, as short sellers closed out their positions by buying securities. Market disruptions like those experienced in the credit-driven equity market collapse in 2008 as well as the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as selfregulatory scrutiny of the fund industry in general. Market Disruptions; Short-term and Unintended Correlation The Winton Trading Strategy, and the Index Strategy Selection Rules to which it is subject, are intended to create a diversified Index where concentration risk is reduced so that an investor in the Index is not overly exposed to a decline in the value of one or a few asset classes to which the Index provides exposure. Whilst the Winton Trading Strategy over the long term generally demonstrates low correlation to equities and fixed income markets, in the short term, it may be highly correlated to such markets. Accordingly, a significant price fall in a particular market, such as equities and fixed income, may result in a significant decline in the value of the Index and therefore the value of the Sub-Fund. Additionally, it is possible that extraordinary events in the global financial markets may result in a decline in the value of multiple asset classes that typically have been uncorrelated or a decline in the value of some or all asset classes to which the Index provides exposure. For example, in late 2008 and early 2009, as a result of the high levels of the global financial instability, financial investments across a number of different asset classes declined in value at the same time, notwithstanding that such asset classes had traditionally displayed low levels of correlation with each other. In such circumstances, the investor may not enjoy the intended protections of the diversification embedded in the Index Strategy Selection Rules and/or the Winton Trading Strategy. Market Disruptions; Governmental Intervention The global financial markets have experienced pervasive and fundamental disruptions since 2007, which led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an emergency basis, suddenly and substantially eliminating market participants ability, at least on a temporary basis, to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have been difficult to interpret and unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of financial markets as well as previously successful investment strategies. The U.S. rescue of institutions holding mortgage-related instruments passed by the U.S. Congress is one of the largest governmental interventions in the history of the U.S. financial markets. Furthermore, the U.S. Congress appears likely to require that new restrictions be applied to the U.S. financial markets, restrictions which may have a material adverse impact on both the future competitiveness of these markets as well as the profit potential of the Sub-Fund. Regulators in other jurisdictions also appear likely to take similar action. The Index may experience major declines in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of decline resulting from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The Index Level would reflect any such price distortions or illiquidity to the extent Instruments in which the Winton Trading Strategy invests are affected. Accordingly, such a reduction may result in substantial declines in the Index. Market disruptions may from time to time cause dramatic declines in the Index, and such events can result in otherwise historically low volatility strategies performing with unprecedented volatility and risk. It is impossible to predict what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Winton Trading Strategy s allocations. However, significantly increased regulation of the financial markets could be materially detrimental to the Winton Trading Strategy and consequently to the Index. Occasionally, external, unforeseen or dramatic events may impact the markets. These exceptional market events by their very nature are often difficult to predict and have uncertain consequences. Examples of such exceptional market events include loss of market liquidity, the threat of counterparty risk as presented in the credit default swap debacle of 2008, the closure of an exchange (as occurred after the terrorist attacks of September 2001), the introduction of the Euro, the closure of the tin contract in 1984, the suspension of the Hong Kong Futures Exchange in 1987 and the suspension of trading in the Malaysian Ringgit in 1997. It is impossible to predict the effect any such exceptional market events may have on the Winton Trading Strategy and the Index. 254
Exposure to Instruments in Non-U.S. and Non-E.U. Markets By reflecting the performance of an investment in the Winton Trading Strategy, the Index may provide exposure to securities of issuers that are not located or subject to regulation in the U.S. or the E.U., that are not denominated in the U.S. dollar or the euro and that are not traded in the U.S. or the E.U. Subject to the Index Strategy Selection Rules, such Instruments to which the Index may provide exposure involve certain special risks, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws, including, but not limited to, those relating to expropriation, nationalisation and confiscation. Companies not located in the U.S. or the E.U. are also not generally subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to U.S. and E.U. companies. Further, prices of securities not traded in the U.S. or the E.U., especially those securities traded in emerging or developing countries, tend to be less liquid and more volatile. In addition, settlement of trades in some such markets may be much slower and more subject to failure than in U.S. or E.U. markets. To the extent any of these features of non-u.s. and non-e.u. markets impact the value or realisation of any Instruments in which the Winton Trading Strategy invests, a corresponding impact will occur to the Index Level. Exposure to Instruments outside the U.S. and the E.U. could impose additional costs, which would result in the Winton Trading Strategy being exposed to an increased liability. Brokerage commissions generally are higher outside the U.S. and the E.U. and currency conversion costs could be incurred if an investor were to change investments from one country to another. To the extent that such commissions and costs result in the Winton Trading Strategy being exposed to an increased liability, this will be reflected in a reduction of the Index Level. Operational and Human Error The Winton Trading Strategy and the Index require the Index Strategy Selector, the Index Sponsor and the Index Calculation Agent to take certain actions that are critical to the construction and continued operation of the Winton Trading Strategy and the Index. The success of the Winton Trading Strategy and of the Index depends in part upon the accurate calculation of price relationships, the communication of precise instructions and ongoing position evaluations. In addition, the Index Strategy Selection Rules may require active and ongoing management of durations and other variables, and dynamic adjustments to the Winton Trading Strategy s exposures. There is the possibility that, through human error, oversight or operational weaknesses, mistakes could occur in this process that lead to significant losses and an adverse effect on Winton Trading Strategy and/or the value of the Index. Risk Related to Valuation In its capacity as Index Calculation Agent, Deutsche Bank AG, London Branch through Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, will determine the value of the Index in the manner described in Description of the Index below. In certain instances, and as more fully described in that section, this may result in the Index Calculation Agent exercising certain discretions to value assets and liabilities. Since the valuations of these securities will be included in the calculation of the value of the Index, the valuation discretion afforded the Index Calculation Agent will affect the value of any Shareholder s investment and the prices at which units in the Index may be purchased or redeemed. The valuations assigned may not be the same as those at which the relevant assets or liabilities being valued could actually be purchased, sold or closed-out. In assigning valuations for illiquid securities or other investments, the Index Calculation Agent may in its discretion apply an illiquidity discount. The Index Calculation Agent may also be a Swap Counterparty and have certain payment obligations to the Sub-Fund linked to the performance of the Index. As such, the Index Calculation Agent may face conflicts of interest in valuing the Index given that it may have payment obligations linked to the value of Index, although Deutsche Bank AG seeks to mitigate any such conflicts by virtue of the calculations being performed by DBIQ and not by any trading function of Deutsche Bank AG. Adjustments, Suspension of Calculation and Cancellation of the Index In limited circumstances, the Index Sponsor has the discretion to make adjustments to the Index, to suspend the Index and to cancel the Index, as set out in Description of the Index Index Adjustments, Suspension of Calculation and Cancellation below. Such circumstances include (but are not limited to) the occurrence, in the opinion of the Index Sponsor, of any of the following: (i) an event affecting the valuation of, or trading in, Index Components (including the closure or disruption of relevant markets or exchanges, exchange restrictions or other restrictions affecting the transfer of funds, other political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Index Calculation Agent or the Index Sponsor); (ii) circumstances as a result of which it would not be reasonably practicable for an investor in an Index Component to realise its investment in such Index Component; (iii) the default of a counterparty in 255
respect of an Index Component (including, where relevant, a counterparty to an over-the-counter swap transaction or a clearing-house which clears the relevant Index Component) or the bankruptcy of such counterparty; (iv) relevant prices, values or figures not being available for the calculation of the Index Level, or it not being possible for the Index Level to be fairly calculated; (v) a Dealing Suspension Event or the suspension by Deutsche Bank AG, London Branch of the secondary market it provides in relation to any over-the-counter derivatives transaction entered into referencing the Index due to a Dealing Suspension Event; (vi) any event that results in it not being reasonably practicable for a hypothetical counterparty to an over-the-counter derivatives transaction referencing the Index to hedge its obligations to pay a return linked to the performance of the Index; or (vii) Winton Capital Management Ltd. ceasing to act as the Index Strategy Selector or having its appointment as Index Strategy Selector terminated for any reason. This list is not exhaustive, and there may be many other extraordinary circumstances which necessitate the Index Sponsor to adjust, suspend or cancel the Index. For further information, see Description of the Index Index Adjustments, Suspension of Calculation and Cancellation below. Where circumstances arise that permit the Index Sponsor to adjust or suspend the Index, the adjustment or suspension will continue until the Index Sponsor determines such circumstances are no longer in existence. During a suspension period, no Index Level valuations will be undertaken, and any scheduled rebalancing will be delayed until after the end of the suspension period. Published Index Levels Index Levels published by the Index Calculation Agent will not be retrospectively altered. Delay or Non-Publication of Index Levels The Index Calculation Agent is not liable to any person for not publishing the Index Level as at any Transaction Day within the time periods specified in the Index Description or failing to publish it in any particular place or for failing to publish an Index Level at all in relation to any Transaction Day. Selection of Instruments On each Index Business Day, the Instruments in which the Winton Trading Strategy is invested will be rebalanced by the Index Strategy Selector to adjust the exposure to each such Instrument in accordance with the Index Strategy Selection Rules. In performing such rebalancing, neither the Index Strategy Selector, the Index Sponsor nor the Index Calculation Agent is required to take into account the interests of any investors in products linked to the Index, including Shareholders in the Sub-Fund, or any other persons. None of the Index Strategy Selector, the Index Sponsor nor the Index Calculation Agent shall be liable for any adverse effect on the level of the Index resulting from the exercise of their respective roles. Monitoring If the Index Sponsor detects that the Winton Trading Strategy falls out of compliance with the Index Strategy Selection Rules, the Index Sponsor shall inform the Index Strategy Selector of such noncompliance. If the Index Sponsor so notifies the Index Strategy Selector or the Index Strategy Selector otherwise becomes aware of such non-compliance, the Index Strategy Selector will adopt as a priority objective the remedy of the non-compliance of the Winton Trading Strategy with the Index Strategy Selection Rules as soon as is reasonably practicable thereafter. Notwithstanding this obligation of the Index Sponsor to notify the Index Strategy Selector of the non-compliance of the Winton Trading Strategy with the Index Strategy Selection Rules, neither the Index Sponsor nor any of its affiliates owe any obligation to the Sub-Fund or the Shareholders in the Sub-Fund to monitor compliance of the Winton Trading Strategy with the Index Strategy Selection Rules or with respect to any of the roles of the Index Strategy Selector. No Endorsement of the Index Strategy Selector Neither Deutsche Bank AG, London Branch nor any of DB Affiliates endorses or otherwise recommends the Index Strategy Selector, the Winton Trading Strategy or the Index Strategy Selection Rules or accept any responsibility for the Description of the Winton Trading Strategy or the design and construction of the Winton Trading Strategy or the Index Strategy Selection Rules. Any investigations, due diligence, searches or other enquiries made by Deutsche Bank AG, London Branch (whether in its capacity as Index Sponsor, Index Calculation Agent or otherwise) in respect of the Index Strategy Selector or the Winton Trading Strategy will be made by Deutsche Bank AG, London Branch for its own benefit and for its own purposes in accordance with its own criteria. No representations or warranties have been or are given by Deutsche Bank AG, London Branch in respect of the Index Strategy Selector or the Winton Trading Strategy, and no investor should place any reliance on Deutsche Bank AG, London Branch having conducted any investigations, due diligence, searches or other enquiries. Deutsche Bank AG, London Branch assumes no responsibility to notify investors of the content or results of any such investigations, due diligence, searches or other enquiries. Limitations of the Winton Trading Strategy and the Index Strategy Selection Rules The Index provides exposure to the Winton Trading Strategy, which represents investments made in accordance with the Index Strategy Selection Rules. No assurance can be given that the Index 256
Strategy Selector will maintain the Winton Trading Strategy in accordance with the Index Strategy Selection Rules or that compliance of the Winton Trading Strategy with the Index Strategy Selection Rules will lead to any increase in the value of the Index. Furthermore, there are potential limitations to the Winton Trading Strategy and the Index Strategy Selection Rules. In particular, the Winton Trading Strategy and the Index Strategy Selection Rules may be based to some extent on previous trends in the relevant markets, but there is no guarantee that such trends will be repeated in the future. The Winton Trading Strategy and the Index Strategy Selection Rules followed by the Index Strategy Selector may also depend on the exposure to Instruments being realised at certain times, and no assurance can be given that this will coincide with the time when the Index is valued. In particular, the Instruments selected may have experienced significant volatility over the specified period. Potential investors should be aware that the performance of the Sub-Fund will depend on the performance of the Instruments in which the Winton Trading Strategy invests, in accordance with the Index Strategy Selection Rules, and consequently to which the Index provides exposure. There can be no guarantee that the allocations made based on the Winton Trading Strategy and the Index Strategy Selection Rules will be profitable or will effectively hedge against the risk of market or other conditions that may cause the value of the Shares to decline. Restrictions imposed by the Index Strategy Selection Rules The Index is a "financial index" according to the UCITS Directive, and the construction of the Index and of the Index Strategy Selection Rules is designed to reflect the investment restrictions imposed by the UCITS Directive together with certain additional restrictions and parameters. The UCITS Directive requires of financial indices, among other things, a high level of diversification in order to mitigate the risk of loss to an investor in a financial index that could occur if an index provided a proportionately high exposure to one type of asset that experienced a loss in value. This diversification requirement, however, also prevents a financial index from providing proportionately high exposure to a type of asset that is experiencing an increase in value. Additionally, the UCITS Directive requires that the assets to which a financial index provides exposure be liquid assets. It may be that providing exposure to illiquid assets would result in greater gains for the Index than would follow from providing exposure to liquid assets, as per the UCITS Directive. As a result of this liquidity requirement, the Winton Trading Strategy and the Index cannot take advantage of providing exposure to an illiquid asset that is experiencing an increase in value. Therefore, because of the diversification and liquidity requirements imposed on financial indices by the UCITS Directive, gains on the Index may not be as high as they might be absent those requirements. Portfolio Turnover Turnover of the components of the Winton Trading Strategy and consequently of the components to which the Index provides exposure may be higher than the average turnover would be for other indices. Any transaction and commission costs incurred on the Instruments in which the Winton Trading Strategy invests and to which the Index provides exposure will be reflected as a decline in the Index Level from time to time, and the value of the Sub-Fund s Shares may be negatively affected. Changes to the Winton Trading Strategy Objective and Index Strategy Selection Rules The Index Strategy Selector may at any time propose changes to the Winton Trading Strategy, the Winton Trading Strategy Objective and the Index Strategy Selection Rules to the Management Company acting on behalf of the Sub-Fund (so long as, in the case of changes to the Winton Trading Strategy Objective, such changes do not conflict with the Index Strategy Selection Rules). Such changes may be effected provided that the Management Company, acting on behalf of the Sub-Fund, agrees to such changes, and provided that all necessary regulatory requirements, including the attainment of any necessary approvals and pre-notification to investors have been complied with. Index Strategy Selector Compensation As described below under Description of the Index - Fees, the Index Strategy Selection Fee and the Index Performance Fee, which may be substantial, represent remuneration to the Index Strategy Selector for its role with respect to the Index, and will be deducted from the value of the Index as described in more detail under Description of the Index - Fees below. Performancerelated fees may create an incentive for the Index Strategy Selector to invest the Winton Trading Strategy in a portfolio that is riskier or more speculative than would be the case if such fees were not applicable. In addition, since the performance fees may be calculated on a basis that includes both unrealised and realised gains on the assets that the Winton Trading Strategy is invested in, such fees may be greater than if they were based solely on realised gains. The deduction of the Index Strategy Selection Fee and the Index Performance Fee will mean that the value of the Index is less than would be the case if no such fees were deducted. Index Administration Fee and Replication Fees As described below under Description of the Index - Fees, the Index Administration Fee and the Replication Fees, each as determined by the Index Calculation Agent, represent remuneration to 257
Deutsche Bank AG, London Branch for acting in its various capacities with respect to the Index and the Sub-Fund, and will be deducted from the value of the Index as described in more detail under Description of the Index - Fees below. The deduction of the Index Administration Fee and the Replication Fees will mean that the value of the Index is less than would be the case if no fees were deducted. Please see Description of the Index - Fees for further information on the Index Administration Fee and Replication Fees. No Equalisation in regards to Index Performance Fee The Net Asset Value per Share of each Share in the Sub-Fund will reflect a pro rata portion of the Index Performance Fee, irrespective of the date on which that Share was subscribed. The Sub- Fund does not attempt to equalise the treatment of Shareholders with respect to the impact of the Index Performance Fee on the value of their individual shareholdings. As a result, the impact of the Index Performance Fee on the Index Level will be different than if performance fees were individually calculated for each Shareholder based on the performance of that Shareholder's investment. Whether a Shareholder is disadvantaged or advantaged by this will depend on the timing of investments by that Shareholder and the performance of the Sub-Fund. Potential investors should ensure that they understand the basis on which the Index Performance Fee is charged and the implications for them of the Sub-Fund not applying any form of equalisation. Deutsche Bank Entities as agents Deutsche Bank AG, London Branch and DB Affiliates (each a Deutsche Bank Entity ) provide various services in respect of the calculation of the Index and the Sub-Fund. The failure by a Deutsche Bank Entity to provide such services may jeopardise the performance of the Index and the Sub-Fund. In particular, Deutsche Bank Entities fulfil the roles of Index Calculation Agent, Swap Counterparty and Swap Calculation Agent. Potential Conflicts of Interest for Deutsche Bank Entities Potential conflicts of interest may exist between the Deutsche Bank Entities acting in various capacities. In performing each of the various services in relation to the Index, Deutsche Bank Entities do not act on behalf of, or accept any duty of care or any fiduciary duty. Each relevant Deutsche Bank Entity will pursue actions and take steps that it deems necessary or appropriate to protect its interests. The Index Sponsor and the Index Strategy Selector may be in possession at any time of information in relation to Instruments to which the Index provides exposure. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. Deutsche Bank Entities shall be entitled to receive fees or other payments and exercise all rights which they may have in connection with Hedging Arrangements (as defined below). Deutsche Bank Entities may be in possession at any time of information in relation to the Index Strategy Selector. Termination Right of the Swap Counterparty pursuant to OTC Swap Transactions The Sub-Fund may enter into OTC Swap Transactions that give the Swap Counterparty the right to terminate such OTC Swap Transactions, in its sole and absolute discretion, at any time. If the Swap Counterparty decides to exercise such termination right, it will reduce the exposure of the Sub-Fund to the Index and may necessitate a termination payment from the Sub-Fund to the Swap Counterparty. It may also give the Board of the Directors the right to terminate the Sub-Fund, if the Board of Directors so determine in their sole discretion as described above under General Information Relating to the Sub-Fund. If any OTC Swap Transactions are terminated in this manner, the Sub-Fund is under no obligation to seek any replacement OTC Swap Transactions and the Sub-Fund may be terminated in accordance with the above. If the Sub-Fund does choose to seek any replacement OTC Swap Transactions, no assurances are given that such replacements will be found. Hedging Arrangements Deutsche Bank Entities may acquire or hold certain assets related to the Index in order to meet obligations in respect of the OTC Swap Transactions (this is referred to as Hedging Arrangements ) or for any other purpose, but Deutsche Bank Entities are not required to do this. If they do, Deutsche Bank Entities will have certain rights as holders of such assets and will pursue actions and take steps that they deem appropriate to protect their own interests without regard to the consequences for investors in the Sub-Fund, subject always to its regulatory obligations. Hedging Arrangements will not be disclosed to investors in the Sub-Fund. FX Risks The NAV of the Share Classes each reflect the performance of a currency-hedged investment in the Index (the constituent elements of which are valued in the Reference Currency) with regard to the Share Class Currency (being one of EUR, GBP, JPY, SGD or USD). As a result of the 258
difference in the currency of calculation, for the Share Classes whose Share Class Currency is different to the Reference Currency, investors will bear residual FX risk (linked, among others, to the interest rate differential between the relevant Share Class Currency and the Reference Currency) causing differences between the performances of each of the Share Classes. Accordingly, in the absence of any FX hedging arrangements, direct exposure to the Index through a Share Class whose Share Class Currency is different to the Reference Currency would involve exchange rate risks. In order to mitigate these risks, the Sub-Fund may enter into hedging transactions, as described above. However, no assurance can be given that such hedging transactions will be entirely effective in achieving the purpose for which they have been entered into. In addition, the impact of the hedging transactions on the NAV of the Share Class in relation to which they are entered can be a positive or negative amount. Whilst currency hedging reduces risks and losses in adverse market circumstances, it can also reduce and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of a non-usd Share Class may differ from that of the Index as a result of the foreign exchange hedging transactions. 259
General Information Relating to the Sub-Fund Initial Issue Price Minimum Net Asset Value Offering Period Launch Date Termination Subscription and Redemption Deadline Redemptions NAV Suspension Dealing Suspension Event See below under Description of the Shares. USD 50,000,000 The Offering Period will start on 21 June 2010 and end on 25 June 2010, or such earlier or later dates as the Board of Directors may determine. For Share Classes I1C-C and R1C-C, the Offering Period will start on 23 May 2011 and will end on 3 June 2011. For Share Classes I1C-N and R1C-N, the Offering Period will start on 12 June 2013 and will end on 14 June 2013. Means 30 June 2010 or such earlier or later date as the Board of Directors may determine. The Launch Date of Share Classes I1C-C and R1C-C will be 8 June 2011. The Launch Date of Share Classes I1C-N and R1C-N will be 19 June 2013.The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time at its sole discretion. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide, in its sole discretion, to terminate the Sub-Fund if: (i) Value; the Net Asset Value of the Sub-Fund is below the Minimum Net Asset (ii) the Index is cancelled for any reason as further described under Description of the Index - Index Adjustments, Suspension of Calculation and Cancellation ; (iii) the role of Winton Capital Management Ltd. as the Index Strategy Selector is terminated for any reason; or (iv) an OTC Swap Transaction is terminated for any reason. Means 2:00 p.m. (Luxembourg time) three Product Business Days prior to the relevant Transaction Day. Subject to the occurrence of a NAV Suspension (as described below), applications to redeem Shares received in respect of any single Transaction Day will be accepted up to 100% of the Net Asset Value of the Sub-Fund. The Board of Directors will not exercise the discretion (described in the core part of the Prospectus under Special Procedure for Cash Redemptions Representing 10% or more of the Net Asset Value of any Sub-Fund ) to scale down applications to redeem 10% or more of the Net Asset Value of the Sub-Fund, on the basis that the Swap Counterparty has committed (subject to the occurrence of a Dealing Suspension Event) to provide a secondary market in the OTC Swap Transaction(s) for up to 100% of the value of such transaction(s) as at any Transaction Day so that all the Shares for which redemption orders have been validly submitted will be redeemed at the prevailing NAV. In certain circumstances described in the section of the core Prospectus headed Temporary Suspension of Net Asset Value and of Issues, Redemptions and Conversions, the calculation of the Net Asset Value of the Sub-Fund and also subscriptions and redemptions in the Sub-Fund may be suspended upon decision of the Board of Directors. These include, but are not limited to the occurrence of a Potential Cancellation Event as described under Description of the Index - Index Adjustments, Suspension of Calculation and Cancellation. Any suspension of (i) the calculation and/or reporting of net asset values in respect of any assets to which the Index provides exposure from time to time or (ii) subscriptions for and/or redemptions of any assets to which the Index provides exposure from time to time. 260
Transaction Day Valuation Day Means each Wednesday (or if such day is not an Index Business Day, the immediately following Index Business Day), and in addition the last Index Business Day of each calendar month. For the avoidance of doubt, this means that in certain weeks there may be more than one Transaction Day. Subscription and redemption orders for each Transaction Day must be received by the relevant Subscription and Redemption Deadline. Means three Product Business Days following each Transaction Day. The Net Asset Value for each Share Class will be calculated on each Valuation Day on the basis of the closing prices on the Transaction Day falling immediately prior to such Valuation Day. The Net Asset Value per Share Class will therefore be published on each Valuation Day, on the third Product Business Day following each Transaction Day. Shareholders can request the Distributor or the Management Company to obtain a daily indicative valuation of the net assets per Share (an "Indicative Valuation") as provided by the Sub-Fund's Administrative Agent. Such Indicative Valuation shall not be relied upon for trading purposes and neither the Index Sponsor, the Distributor, the Management Company, the Index Strategy Selector nor the Administrative Agent can be held liable for any error, apparent or otherwise, or any inconsistency between such Indicative Valuation and a Net Asset Value of any Share Class of the Sub-Fund as produced on a Valuation Day. Settlement Product Business Day Index Business Day Business Day Investment Manager Swap Counterparty Swap Calculation Agent Index Sponsor Index Strategy Selector Index Calculation Agent Subscription and Redemption orders will be settled five Product Business Days following the relevant Transaction Day. Means a day (other than a Saturday or a Sunday) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, London and New York; and Each Clearing Agent is open for business. Means a day (other than a Saturday or Sunday) on which banks in London and New York City are open for business. A day which is both a Product Business Day and an Index Business Day State Street Global Advisors Limited. Deutsche Bank AG, acting through its London Branch. Deutsche Bank AG, acting through its London Branch. Deutsche Bank AG, acting through its London Branch. Winton Capital Management Ltd. Deutsche Bank Index Quant, an independent research unit within Deutsche Bank AG London Branch. 261
Description of the Shares I1C-C I1C-E I1C-U I1C-G I1C-J I1C-N I1C-S R1C-A R1C-C R1C-E R1C-U R1C-G R1C-J R1C-N R1C-S Form of Shares Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price CHF 100 EUR 100 USD 100 GBP 100 JPY 10,000 Reference Currency German Security Identification Number (WKN) NOK 100 SGD 100 EUR 10,000 USD CHF 10,000 EUR 10,000 USD 10,000 GBP 10,000 JPY 1,000,000 A1JJZR A0YDDV A0YDDW A0YDDX A0YDDY A1T99C A1C9QF A1C89Y A1JJZS A0YDDZ A0YDD0 A0YDD1 A0YDD2 A1WY74 A1C9QG NOK 80,000 SGD 20,000 ISIN Code LU062775 6538 LU046295 4396 LU046295 4479 LU046295 4552 LU046295 4719 LU092985 6952 LU056275 2823 LU055938 1560 LU062775 7692 LU046295 4800 LU046295 4982 LU046295 5013 LU046295 5104 LU093583 7368 LU056275 3474 Minimum Initial Subscription Amount 500 Shares 500 Shares 500 Shares 500 Shares 500 Shares 1 Share 200 Shares 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share 1 Share Management 0.24% p.a. 0.24% p.a. 0.24% p.a. 0.24% p.a. 0.24% p.a. 0.24% p.a. 0.24% p.a. 1.29% p.a. 0.99% p.a. 0.99% p.a. 0.99% p.a. 0.99% p.a. 0.99% p.a. 0.99% p.a. 0.99% p.a. Company Fee 1 Fixed Fee 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. Taxe d Abonnement 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Conversion Charge 2 Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Redemption N/A N/A N/A N/A N/A N/A N/A Up to 2% Up to 2% Up to 2% Up to 2% Up to 2% Up to 2% Up to 2% Up to 2% Charge 3 Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Upfront Subscription Sales Charge during/after the Offering Period 4 N/A N/A N/A N/A N/A N/A N/A Up to 5% Up to 5% Up to 5% Up to 5% Up to 5% Up to 5% Up to 5% Up to 5% 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including the Launch Date. 3 The Redemption Charge, the amount of which will revert to the Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Share Class. 4 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the relevant Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Share Class. After the Offering Period, it will be calculated on the basis of the Net Asset Value of the relevant Share Class. 262
R0C-U R0C-G R0C-E R0C-S Form of Shares Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price USD 10,000 GBP 10,000 EUR 10,000 SGD 10,000 Reference Currency German Security Identification Number (WKN) USD A1KBB1 A1KBB2 A1KBB3 A1KBB4 ISIN Code LU0871988985 LU0871989017 LU0871989108 LU0871989280 Minimum Initial Subscription Amount 1 Share 1 Share 1 Share 1 Share Management Company Fee 5 Up to 1.00% p.a. Up to 1.00% p.a. Up to 1.00% p.a. Up to 1.00% p.a. Fixed Fee 0.15% p.a. 0.15% p.a. 0.15% p.a. 0.15% p.a. Taxe d Abonnement 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Conversion Charge 6 Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Redemption Charge 7 N/A N/A N/A N/A Upfront Subscription Sales Charge during/after the Offering Period 8 N/A N/A N/A N/A 5 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 6 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including the Launch Date. 7 The Redemption Charge, the amount of which will revert to the Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Share Class. 8 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the relevant Distributor or Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Share Class. After the Offering Period, it will be calculated on the basis of the Net Asset Value of the relevant Share Class. 263
General Description of the Underlying Asset THE INDEX SPONSOR AND THE INDEX CALCULATION AGENT WILL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEX FROM SOURCES WHICH THEY CONSIDER RELIABLE AND USING THE VALUATION METHODS SET OUT BELOW, BUT NEITHER THE INDEX SPONSOR NOR THE INDEX CALCULATION AGENT WILL INDEPENDENTLY VERIFY THE INFORMATION OBTAINED FROM SUCH SOURCES NOR GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN. NO TRANSACTION RELATING TO THE INDEX IS SPONSORED, ENDORSED, SOLD OR PROMOTED BY THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR OR THE INDEX CALCULATION AGENT IN THOSE CAPACITIES. NEITHER THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR, THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND NOR THE INDEX CALCULATION AGENT MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO (A) THE ADVISABILITY OF PURCHASING ANY INVESTMENT OR INSTRUMENT OR ASSUMING ANY RISK IN CONNECTION WITH ANY TRANSACTION RELATING TO THE INDEX, (B) THE LEVELS AT WHICH THE INDEX STANDS AT ANY PARTICULAR TIME ON ANY PARTICULAR DATE, (C) THE RESULTS TO BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH ANY LICENSED RIGHTS OR FOR ANY OTHER USE, (D) THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR (E) ANY OTHER MATTER. NEITHER THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND, THE INDEX STRATEGY SELECTOR, THE INDEX SPONSOR NOR THE INDEX CALCULATION AGENT SHALL BE LIABLE (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY ERROR IN THE INDEX OR IS UNDER ANY OBLIGATION TO ADVISE ANY PERSON OF ANY ERROR THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND, THE INDEX SPONSOR, THE INDEX STRATEGY SELECTOR OR THE INDEX CALCULATION AGENT HAVE ANY LIABILITY (WHETHER IN NEGLIGENCE OR OTHERWISE) TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. THE INFORMATION RELATING TO THE WINTON TRADING STRATEGY APPEARING UNDER THE HEADING DESCRIPTION OF THE WINTON TRADING STRATEGY BELOW IS AN ACCURATE REPRODUCTION OF THE DESCRIPTION OF THE WINTON TRADING STRATEGY PROVIDED BY THE INDEX STRATEGY SELECTOR. THE MANAGEMENT COMPANY ACTING ON BEHALF OF THE SUB-FUND HAS OBTAINED THE PRIOR WRITTEN CONSENT OF THE INDEX STRATEGY SELECTOR TO REPRODUCE THE BELOW INFORMATION SOLELY IN RESPECT OF THE DESCRIPTION OF THE WINTON TRADING STRATEGY. THE DESCRIPTION OF THE WINTON TRADING STRATEGY HAS BEEN PROVIDED BY THE INDEX STRATEGY SELECTOR AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE SUB- FUND, THE MANAGEMENT COMPANY, DEUTSCHE BANK AG IN ANY OF ITS VARIOUS ROLES, OR ANY OTHER PERSON. ACCORDINGLY, THE INDEX STRATEGY SELECTOR ASSUMES THE RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS AND APPLICABILITY OF THE DESCRIPTION OF THE WINTON TRADING STRATEGY. The Underlying Asset is the Index, which is a financial index that is designed to reflect the total return (positive or negative) that would actually be achieved by an investor over time were it to allocate a U.S. dollar cash amount to be invested in accordance with the Winton Trading Strategy. The Winton Trading Strategy is a computer-based trading system owned and operated by the Index Strategy Selector that represents a diversified exposure to the speculative trading of global exchange-traded futures, forwards and options markets on commodities (including energies, base and precious metals and crops), equity indices, bonds, short-term interest rates and currencies, which may include foreign exchange and interest rate forward contracts and swaps. By reflecting the total return that would be received by an investor using the Winton Trading Strategy, the Index may also provide exposure to cash, cash equivalents, other liquid securities and liabilities, which is further described in the section headed Description of the Index below. The Index is sponsored by the Index Sponsor. 264
Description of the Index Strategy Selector The information contained in this section has been provided by the Index Strategy Selector and has not been independently verified by the Sub-Fund, the Management Company, Deutsche Bank AG, in any of its various roles, or any other person. Accordingly, the Index Strategy Selector assumes the responsibility for the accuracy, completeness and applicability of such information. The Index Strategy Selector was established in England in 1997 to offer investment advice in the international futures and forwards markets. The Index Strategy Selector s sole business is the provision of investment management services. As of 30 April 2010, the Index Strategy Selector had approximately USD13 billion under management. The Index Strategy Selector has advised the Sub-Fund that it is: (i) regulated in the U.K. by the UK Financial Conduct Authority in the conduct of investment management business, (ii) a member of the NFA; and (iii) registered as a commodity pool operator and commodity trading advisor (each as defined in Sections 1a(4) and 1a(5), respectively, of the U.S. Commodity Exchange Act, as amended). The Index Strategy Selector has advised the Sub-Fund that it is not registered under the U.S. Investment Advisers Act of 1940, as amended. The Index Strategy Selector shall, in its management of the Winton Trading Strategy, act in accordance with FCA rules, specifically rules relating to suitability and execution. The Winton Trading Strategy owned and operated by the Index Strategy Selector, is a component of the Index and is designed and intended by the Index Strategy Selector to comply with the Index Strategy Selection Rules. Absent extraordinary circumstances, the Index Strategy Selector will operate the Winton Trading Strategy in accordance with the Index Strategy Selection Rules. If, at any time, the Index Strategy Selector becomes aware of any non-compliance of the Winton Trading Strategy with the Index Strategy Selection Rules, the Index Strategy Selector will adopt as a priority objective the remedy of such non-compliance as soon as is reasonably practicable thereafter. Description of the Index This section sets out the description of the Index in full (the Index Description ), which may be amended from time to time pursuant to its terms. Any amendments or changes to the Index will be published in accordance with Description of the Index - Publication of Information Relating to the Index below. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to the Index description with a view to dealing with technical adjustments necessary for the good maintenance of the Index. To the extent that those changes do not affect the nature of the Index and are not expected to have any adverse impact on the performance of the Index, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. The dbx Systematic Alpha Index (the Index ) is a proprietary index of Deutsche Bank AG, London Branch (the Index Sponsor ). The Index or its name may only be used with the written consent of the Index Sponsor. The Index is designed to reflect the total return (positive or negative) that would be achieved by an investor over time were it to allocate a U.S. dollar cash amount (the Reference Amount ) to be invested in the global futures, forwards and options markets in accordance with the Winton Diversified Trading Program, as adapted to comply with the Index Strategy Selection Rules (the Winton Trading Strategy ). The Winton Trading Strategy is a proprietary computer-based trading system owned and operated by Winton Capital Management, Ltd. The Winton Trading Strategy or its name may only be used with the written consent of the Index Strategy Selector. In order to reflect the total return, the performance of the Index will reflect the impact of the margin requirements that would be required to effect such a strategy and the return that would be obtained on any residual cash amounts not required to be placed as margin. It will also be adjusted to reflect the deduction of the Index Performance Fees, the Index Strategy Selection Fees, the Index Administration Fees and the Replication Fees. For further information on the fees that are reflected in the Index Level, please see Description of the Index - Fees below. 265
The Index level (the Index Level ) is calculated by Deutsche Bank Index Quant, an independent research unit within Deutsche Bank AG, London Branch (DBIQ) as initial index calculation agent (the Index Calculation Agent ) and is published as set out in Description of the Index - Publication of Certain Information Relating to the Index below. On 30 June 2010 (the Start Date ) the Index will have an Index Level equal to 1,000. On each Transaction Day thereafter the Index Calculation Agent shall determine the Index Level in respect of that day by valuing the Index Components (in accordance with Valuation of the Index Components below) and applying the following formula: Index Level t IndexLevel t 1 1 WintonTradingStrategy Performanc e CashPerformanc e DeductionFactor Where: Winton Trading Strategy Performance represents the positive or negative performance of the Winton Trading Strategy (expressed as a percentage) since the immediately prior Transaction Day as determined by the Index Calculation Agent (taking into account any re-allocations) and as scaled by the Index Calculation Agent to reflect the proportional allocation of the Index to the Winton Trading Strategy. For purposes of determining the Winton Trading Strategy Performance, any Trading Component will be valued in accordance with Valuation of the Index Components below. Cash Performance represents the return on the Cash Component (expressed as a percentage) since the immediately prior Transaction Day as determined by the Index Calculation Agent (taking into account any re-allocations), and as scaled by the Index Calculation Agent to reflect the proportional allocation of the Index to the Cash Component. For purposes of determining the Cash Performance, the return on the Cash Component will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for its clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. Deduction Factor means a factor determined by the Index Calculation Agent as representing the aggregate fees deductible from the Index in respect of the period since the immediately prior Transaction Day and with such fees being the Index Performance Fees, the Index Strategy Selection Fees, the Index Administration Fees and the Replication Fees, as described further in Description of the Index - Fees below (apportioned for each Transaction Day on such basis as the Index Calculation Agent reasonably determines appropriate). Trading Component means a set of Contracts grouped together to form a single Trading Component, as described in "Description of the Index - Description of the Winton Trading Strategy" below. Cash Component means, on any Index Business Day, a notional amount in U.S. dollars determined by the Index Calculation Agent as equal to the residual cash amount that would be available to an investor from an investment in the Winton Trading Strategy, after posting margin as would be required to be posted by such investor in connection with its investment in the Winton Trading Strategy, and as if such investor had made an investment of the Reference Amount in the Winton Trading Strategy on the Start Date, and taking into account the performance of the Winton Trading Strategy and any previous Cash Component, in each case on each day falling after the Start Date but prior to such Index Business Day. "Contract" means each futures, forward, options, foreign exchange forward and swap, and interest rate forward and swap contract entered into under the Winton Trading Strategy. Index Business Day means a day (other than a Saturday or Sunday) on which banks in London and New York City are open for business. Transaction Day means (i) each Wednesday (or if such day is not an Index Business Day, the immediately following Index Business Day), and (ii) the last Index Business Day of each calendar month. For the avoidance of doubt, this means that in certain weeks there may be more than one Transaction Day. The Index Calculation Agent will make such adjustments to the Deduction Factor, the Index Level, the Cash Performance and the Traded Components as it, in good faith and a commercially reasonable manner, determines appropriate to reflect the impact of such Fees on an investor were it to allocate a U.S. dollar cash amount to be invested in accordance with the Winton Trading Strategy and were the Fees to be accrued and paid on the basis described in the section headed "Description of the Index - Fees" below. This will reflect the fact that were an investor to invest in a fund or managed account then payment of fees would reduce the assets in that fund or managed account, and would also reduce the accrued liability for the fee. This results in a proportionally different allocation to the performance of assets immediately following such payment than before. Such effect will be reflected in the calculation of the Index. 266
Description of the Winton Trading Strategy Winton Trading Strategy - Objective The Winton Trading Strategy attempts to achieve the risk and return profile of a diversified trading strategy that seeks to combine liquid instruments offering positive but low performance on a riskadjusted basis, with generally low correlation over the long term to other markets such as equities and fixed income, using a systematic approach 1 (the Winton Trading Strategy Objective ). Whilst the Winton Trading Strategy over the long term generally demonstrates low correlation to other markets such as equities and fixed income, in the short term, it may be highly correlated to other markets. Accordingly, a significant price fall in a particular market such as equities and fixed income, may result in a significant decline in the value of the Index and therefore the value of the Sub-Fund. The Winton Trading Strategy is subject to the Index Strategy Selection Rules set out in the Schedule to this Index Description. Winton Trading Strategy - Design In order to meet the Winton Trading Strategy Objective, the Winton Trading Strategy utilises a complex schema of numerous computer programs (the Trading System ), which track daily price movements and other data sourced from a pool of global, liquid futures, forwards and options markets. The Trading System carries out certain computations on a daily basis to determine the allocation to each market to maximise profit within a certain range of risk. The scope of markets that may be accessed includes global exchange-traded futures, forwards and options markets on commodities (including energies, base and precious metals and crops), equity indices, bonds, short-term interest rates and currencies. The Winton Trading Strategy adopts the principle of risk spreading through diversification because holding positions in a wide-range of markets reduces concentration risk and has been shown, over time, to decrease system volatility. The Instruments in which the Winton Trading Strategy is invested will be re-weighted daily to meet the Winton Trading Strategy Objective and long-term annualised volatility target. Winton Trading Strategy - Construction and Monitoring The Index Strategy Selector will define the rules that determine the Winton Trading Strategy construction and shall select the Trading Components at the Start Date and as at each Rebalancing, in accordance with the methodology (the Winton Trading Strategy Methodology ) described below. The Index Strategy Selector shall be responsible for ensuring that the Winton Trading Strategy, the Trading System and the Trading Components comply with this description and with the Index Strategy Selection Rules. If the Index Sponsor detects that the Winton Trading Strategy falls out of compliance with the Index Strategy Selection Rules, the Index Sponsor shall inform the Index Strategy Selector of such non-compliance. If the Index Sponsor so notifies the Index Strategy Selector or the Index Strategy Sponsor otherwise becomes aware of such non-compliance, the Index Strategy Selector will adopt as a priority objective the remedy of the non-compliance of the Winton Trading Strategy with the Index Strategy Selection Rules as soon as is reasonably practicable thereafter. Notwithstanding this obligation of the Index Sponsor to notify the Index Strategy Selector of the non-compliance of the Winton Trading Strategy with the Index Strategy Selection Rules, neither the Index Sponsor, nor any affiliate of the Index Sponsor is responsible for the Winton Trading Strategy, the Trading System or any Trading Component, or for monitoring or verifying the compliance of the Winton Trading Strategy, the Trading System or any Trading Component to this description or to the Index Strategy Selection Rules. Neither the Index Sponsor nor any affiliate of the Index Sponsor shall have any liability to any person for any non-compliance of the Winton Trading Strategy, Trading System or Trading Components with this description or the Index Strategy Selection Rules. 1 Please note that in the short-term, correlation with other markets may be observed. 267
Winton Trading Strategy - Identification of Trading Components The Index Strategy Selector will determine the pool of Trading Components according to the following methodology: Step 1: identification of all exchange-traded futures, options and forward contracts listed on one of a sub-set of global exchanges (see Appendix 1 (UCITS list of Exchanges)) or over-thecounter foreign exchange forward contracts based on any two of the following currencies: USD CNY CZK ARS EUR HKD HUF BRL JPY INR ISK CLP GBP IDR PLN COP CAD MYR RUB MXN AUD PHP SKK PEN NZD SGD TRY VEF DKK KRW ILS CHF TWD ZAR NOK THB SEK Step 2: only markets whose underlying instrument falls into one of the following sectors will be considered for inclusion within the Winton Trading Strategy: Base Metals Bonds Crops Currencies Energies Equity Indices Livestock Precious Metals Short-term Interest Rates; Step 3: each market must have sufficient liquidity at the time of selection in the opinion of the Index Strategy Selector; Step 4: each non-us listed security index futures market, and options thereon, must have been granted No-action Relief by the U.S. Commodity Futures Trading Commission; Step 5: an official exchange closing price must be published daily for each contract (e.g. FTSE Mar 2010) and be priced intra-day via Bloomberg or, in the case of over-the-counter foreign exchange forward contracts, be able to be priced using observable inputs published via Bloomberg. Winton Trading Strategy - Trading Component Construction The Index Strategy Selector will run a proprietary algorithm on the last Index Business Day of every calendar quarter to determine a distinct set of Trading Components that shall be fixed for the next calendar quarter. The algorithm will select the Trading Components using the following process: A unique set of Trading Components will be generated every Index Business Day, with Contracts that exhibit a correlation, based on a proprietary correlation matrix, of 0.8 or above, grouped together to form a single Trading Component. Given a date range (e.g. the previous calendar quarter), the algorithm analyses the reference Trading Components for each day of that date range. Recurring Trading Components are tallied, giving a list of unique Trading Components and a corresponding recurrence count. Trading Components are then ranked based on weighted notional-to-equity values, calculated as a percentage of the total portfolio notional to equity. The most recently selected of the Trading Components are weighted more heavily than those selected earlier. The Trading Components with the highest ranking (subject to the exclusion of those Trading Components where elements are included in a higher ranking Trading 268
Component) are chosen as Trading Components to be fixed over the next calendar quarter. Each Trading Component is likely to contain multiple Contracts (e.g. FTSE Mar 2010 & FTSE Sep 2010) and may contain multiple Contracts from multiple markets (e.g. BUND Mar 2010, BUND Sep 2010 & BOBL Mar 2010), selected according to the above methodology. It is anticipated that the Winton Trading Strategy will typically consist of approximately 50 Trading Components, with a minimum of five Trading Components at all times. Winton Trading Strategy - Trading Component Allocations The allocation to each Trading Component within the Winton Trading Strategy will be determined by the Index Strategy Selector at the Start Date and at each subsequent Rebalancing. The allocation to each Contract within each Trading Component will be determined by the Trading System, designed by the Index Strategy Selector with the aim of achieving the Winton Trading Strategy Objective. This allocation will be subject to limits based on the notional account size and minimum trading amounts for each Contract. There can be no assurance that the Winton Trading Strategy Objective will be met. Winton Trading Strategy - Description of the Trading System The Trading System employs what is traditionally known as a systematic approach to trading liquid financial instruments, based on the output of a complex schema of numerous computer programs. The term systematic implies that the vast majority of the investment decisions are executed without discretion, based on the instructions generated by the Trading System. The Trading System blends short-term trading with long-term trend following, using multiple timeframes and multiple models, aimed at creating a diversified portfolio of investments. It tracks the daily price movements and other data from the markets it follows and carries out certain computations to determine the optimal allocation to each Contract within each Trading Component in order to maximise profit within a certain range of risk. The Trading System is more technical than fundamental in nature. As primarily a trend-following system, the Trading System attempts to take advantage of the observable tendency of the markets to trend, and to make exaggerated movements in both upward and downward directions. The research into market behaviour is carried out by analysing long periods of historical data in a logical and pragmatic way using robust scientific techniques. The Trading System relates the probability of the size and direction of future price movements with certain indicators derived from past price movements to produce algorithms that characterise the degree of trending of each market at any point in time. Further diversification is achieved by employing certain non-directional models that derive forecasts from factors often excluded from technical analysis, such as information about the yield curve or an economic variable other than price. These models work in the same way as those based on technical analysis, except that they use a different set of forecasting variables. In the long term, the Trading System strives to maintain a diversified portfolio because holding positions in a variety of unrelated markets has been shown, over-time, to decrease system volatility (i.e. risk). Research has demonstrated that use of a sophisticated and systematic model place orders in a wide array of markets increases the possibility that an overall profit may be made after a sufficient period of time. Whilst the Winton Trading Strategy over the long term generally demonstrates low correlation to other markets, such as equities and fixed income, in the short term it may be highly correlated to other markets. Accordingly, a significant price fall in a particular market, such as equities and fixed income, may result in a significant decline in the value of the Index and therefore the value of the Sub-Fund. The Trading System aims to achieve a long-term volatility target, with the observed volatility expected to fluctuate above and below this level in the short-term. To minimise the fluctuation around the long-term target level of volatility, the Trading System is re-geared on a daily basis. The Trading System is dynamic and is subject to modification over time as new relationships are discovered through ongoing research. Research pointing to changes in liquidity or volatility, the interpretation of data or the long-term expectation of market inter-relationships, or availability of new data, may result in such modifications to the Trading System. In exceptional circumstances, external, unforeseen or dramatic events may impact the markets. Given the often rapid and unpredictable nature of these circumstances, the Index Strategy Selector may take additional temporary measures with the aim of reducing risk. There can be no guarantee that such measures will result in a reduction in risk or limit losses. Winton Trading Strategy - Rebalancing Trading Component Allocations Adjustments to the allocation to each Contract within a Trading Component shall take place at set sample points over the course of an Index Business Day. Adjustments shall be made in response to instructions received from the Trading System, which adapts the allocation to unfolding market events. The allocation adjustment is a termed a Rebalancing. 269
Allocation Process The Index Strategy Selector shall be responsible for the Rebalancing of the allocation to each Trading Component within the Winton Trading Strategy. At each Rebalancing, following the receipt of updated market data for each explanatory variable, an optimisation process is performed within the Trading System to determine the optimum allocation to each Contract within a Trading Component. This optimisation process responds to the following factors to calculate the new optimum allocation: the most recent correlation estimate; the Trading System s instantaneous forecast standard deviation for each market (i.e. a market volatility forecast); the most recent market return forecast; the latest estimate of transaction costs; and the overall risk target level. Once the optimum allocation has been determined, the proposed new allocation is checked against various external (e.g. speculative position limits set by the U.S. Commodity Futures Trading Commission) and internal risk limits (e.g. limits based on market liquidity), before the allocation adjustments are confirmed. For purposes of the Index, the Index Strategy Selector may determine the limits on the basis of the aggregate transaction sizes that would be required were the economic exposure to the Index created by the derivatives, securities or other financial instruments or investments that reference the Index (and for which the Index Strategy Selector has given its consent to the Index being referenced) to be fully hedged. Winton Trading Strategy - Summary Diagram The Winton Trading Strategy Continuous Research Development Explanatory Variables (e.g. Price) Correlation Estimates Market Volatility Forecast Market Return Forecast Transaction Cost Estimates Trading System recalculates Optimum Allocation Application of External Risk Limits Application of Internal Risk Limits Daily Allocation Adjustments Monitoring of Winton Trading Strategy against Winton Trading Strategy Objective and Limits Valuation of the Index Components On each Transaction Day, the Index Calculation Agent will calculate the value and performance of each of the Trading Components and the Cash Component (together, the Index Components ) and based on that performance calculate the Index Level (in accordance with the formula set out under Description of the Index above). In calculating the value of the Index Components, the Index Calculation Agent may rely on market data, opinion and/or advice furnished to it by any agent, prime broker, market maker and/or independent third party pricing service, which may include Deutsche Bank AG, London Branch or DB Affiliates. The Index Calculation Agent shall only be responsible for calculating the value and performance of the Trading Components and the Index Level to the extent that it has received the information that it requires for such calculations from the Index Strategy Selector. The Index Calculation Agent shall have no responsibility for any failure or delay in calculating the value or performance of any Trading Component, or of the Index Level, to the extent that such failure or delay results from any failure or delay by the Index Strategy Selector in supplying to the Index Calculation Agent with any 270
information that it requires for such calculations. The Index Calculation Agent shall have no responsibility for the accuracy or validity of any data or other information provided to it by the Index Strategy Selector and is entitled to assume that any data or information so provided is correct and complete. No value will be required to be calculated on any day on which a Valuation Suspension has occurred and/or is continuing unless the Index Calculation Agent determines, in its sole and absolute discretion, to make such a calculation. Trading Components For purposes of determining the Winton Trading Strategy Performance, in calculating the value of the Trading Components within the Winton Trading Strategy at any time, the Index Calculation Agent will adopt the following approach: (i) (ii) (iii) (iv) (v) (vi) (vii) equity securities (including securities then traded in the after-hours market) that are listed on a recognised exchange in the United States, including the Nasdaq National Market System, will be valued at their official closing price published by the recognised exchange; if no such price is available then such equity securities will be valued at their last reported sale prices at the official close of the recognised exchange; or if no such sale price is available then such equity securities will be valued at the average of their bid and offer prices at the official close of the recognised exchange; equity securities listed on a recognised exchange in the United Kingdom will be valued at the average of their bid and offer prices at the official close of the recognised exchange. However, those securities traded through the London Stock Exchange on the Stock Exchange Electronic Trading Service (SETS) will be valued at the official closing price as calculated by the London Stock Exchange; equity securities listed on a recognised exchange outside of the United States and the United Kingdom will be valued at the official closing price published by the recognised exchange if available; or if no such price is available then such equity securities will be valued at the average of their bid and offer prices at the official close of the recognised exchange; (a) (b) (c) securities other than those described in sub-paragraph (i) above that are listed on a recognised exchange; securities that are not listed on a recognised exchange but are traded over-thecounter; and any securities, instruments or derivative contracts not falling in any of subparagraphs (i) to (iii), (v) and (vi), in each case, will be valued in respect of the relevant day in a manner determined by the Index Calculation Agent to reflect the true value thereof; the value of an option or swaption that is listed on a recognised exchange will be the average of its bid and offer price at the official close of such recognised exchange; if neither the bid nor the offer price is available at the official close then such instrument will be valued at its last sale price. If such sale price is not available, then such instrument will be valued at its bid or offer price (whichever is available) at the official close of the recognised exchange; futures or any other synthetic instruments that are listed on a recognised exchange will be valued at the official closing price as published by the recognised exchange. If such instruments are traded over-the-counter they will be valued in respect of the relevant day in a manner determined by the Index Calculation Agent to reflect the true value thereof; and the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses and cash dividends and interest declared or accrued and not yet received which the Index Calculation Agent determines an actual investor in assets forming part of the Winton Trading Strategy would hold will be deemed to be the full amount thereof, unless the Index Calculation Agent determines that a discount to such amount is appropriate to reflect the risk that an actual holder of such amount would not receive any such amount in full, in which case the value thereof will be determined after making such discount as the Index Calculation Agent may consider appropriate to reflect the true value thereof. The foreign exchange rates used by the Index Calculation Agent in valuing certain of the assets and liabilities within the Winton Trading Strategy that are denominated in a currency other than USD, will be determined by the Index Calculation Agent at such rates it determines are reasonably representative of the foreign exchange rates that would be offered by it for conversions of roughly equivalent sizes as of 2:15 p.m. (London time) on the relevant day. 271
The recognised exchange used to calculate the price of a security to be valued will be an exchange which the Index Calculation Agent has determined is the primary securities exchange (or consolidated tapes as the case may be) on which the security will have traded on the relevant Index Business Day. If the Index Calculation Agent considers that any of the above bases of valuation do not fairly reflect the value of the Trading Components or are impracticable in any particular case or generally, it may adopt such other valuation or valuation procedure as it considers is appropriate and reasonable in the circumstances and as is in accordance with generally accepted accounting principles in the United States of America. Cash Component For purposes of determining the performance of the Cash Component, the return on the Cash Component will be deemed to accrue for each calendar day at the overnight deposit rate applied by Deutsche Bank AG, London Branch on cash held in custodial accounts maintained by Deutsche Bank AG, London Branch for their clients, as determined by the Index Calculation Agent in good faith and a commercially reasonable manner, and compounded daily. Fees The Index is designed to reflect certain costs, fees and expenses that would be incurred by an investor were it to actually implement the Winton Trading Strategy. In order to reflect these, on each Index Business Day, the Index Level will be subject to a reduction by a factor determined by the Index Calculation Agent as representing the aggregate Index Performance Fees, Index Strategy Selection Fees, Index Administration Fees and Replication Fees (together, Fees ) deductible in respect of the period from the Index since the immediately prior Index Business Day. Index Strategy Selection Fee A strategy selection fee (the Index Strategy Selection Fee ) equal to 1 per cent. per annum of the Index Level (excluding the accrual of any Fees in respect of the date of determination) will be calculated and accrued on a daily basis and will be reflected as a reduction in the Index Level monthly in arrear within 20 Index Business Days following the last calendar day of each calendar month. The Index Strategy Selection Fee represents remuneration to the Index Strategy Selector for its role with respect to the Index. Index Performance Fees An index performance fee (the Index Performance Fee ) equal to 20 per cent. per annum of the amount, if any, that the Index Level as of each Index Performance Calculation Date exceeds the High Water Mark (after deduction of Fees, but before deduction of any Index Performance Fee) will be calculated and accrued on each Index Performance Valuation Day and will be reflected as a reduction in the Index Level quarterly in arrear within 20 Index Business Days following each Index Performance Calculation Date. If the Index Level is below the High Water Mark, no Index Performance Fee will be reflected in the Index Level until the Index Level has exceeded the High Water Mark as of an Index Performance Calculation Date. The Index Performance Fee represents remuneration to the Index Strategy Selector for its role with respect to the Index. The High Water Mark is the highest Index Level on any Index Performance Calculation Date after reduction for the Index Performance Fee due as of such Index Performance Calculation Date (or, if an Index Performance Fee has never been calculated, the Index Level on the Start Date). An Index Performance Calculation Date is the last Index Business Day of each calendar quarter and the date on which the Index terminates. For the avoidance of doubt, no Index Performance Fee will be reflected in the Index Level where the Index Level has declined, until, as a result of a subsequent net increase in the Index Level, the Index Level exceeds the net decline carried forward. An Index Performance Valuation Day is (i) each Wednesday (or if such day is not an Index Business Day, the immediately following Index Business Day) and (ii) the last Index Business Day of each calendar month. For the avoidance of doubt, this means that in certain weeks there may be more than one Index Performance Valuation Day. Index Administration Fee An index administration fee (the Index Administration Fee ) equal to 0.06 per cent. per annum of the Index Level (excluding the accrual of any Fees in respect of the date of determination) will be calculated and accrued on a daily basis and will be reflected as a reduction in the Index Level quarterly in arrear. The Index Administration Fee represents remuneration to Deutsche Bank AG, London Branch acting in its various capacities with respect to the Index and the Sub-Fund. Replication Fees Replication Fees means the per annum costs (subject to a maximum of 0.5 per cent. per annum. of the Index Level and apportioned for each Index Business Day on such basis as the Index Calculation Agent reasonably determines appropriate) that would reasonably be borne by an investor were they to seek to replicate the Index by an investment in the Traded Components and 272
the Cash Component, and were to incur set-up, administrative, custodial, accounting and audit costs and costs of other service providers that would reasonably be required in respect thereof, and any transaction or trading costs, taxes or expenses that would be incurred in effecting the relevant transactions in the Traded Components and the Cash Component. The Replication Fees represents remuneration to Deutsche Bank AG, London Branch acting in its various capacities with respect to the Index and the Sub-Fund. Index Adjustments, Suspension of Calculation and Cancellation If the Index Sponsor determines that a Potential Cancellation Event (as defined below) has occurred in relation to an Index Business Day, the Index Sponsor may in its discretion: (a) (b) make such determinations and/or adjustments to the terms of the Index as it considers appropriate to determine the value of any part of the Index or enable the Index Calculation Agent to calculate the Index Level on a Transaction Day (as applicable); and/or require the Index Calculation Agent to delay calculating and making available the Index Level until the next Index Business Day on which it determines that no Potential Cancellation Event exists (such delay, a Valuation Suspension ); and/or (c) cancel the Index and require the Index Calculation Agent to permanently cease to calculate the Index Level. Potential Cancellation Event means the occurrence of any of the following: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) in the opinion of the Index Sponsor, any of the principal markets, futures exchanges or stock exchanges which provide the basis for valuing a substantial portion of the Index Components is closed (other than for, or during, holidays) or if dealings thereon are restricted or suspended, or when, in the opinion of the Index Sponsor, any of the principal markets or stock exchanges are disrupted; in the opinion of the Index Sponsor, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Index Calculation Agent or the Index Sponsor, disposal or valuation of a substantial part of the Index Components by an investor in such components would not be reasonably practicable without this being seriously detrimental to the interests of such investor; any breakdown in the means of communication normally employed in determining the value of the Index Components or when for any reason the current price, value or figure, as the case may be, of a substantial part of the Index Components cannot be promptly and accurately ascertained, in the opinion of the Index Sponsor, by reference to any difficulties faced by the Index Calculation Agent in fulfilling its duties as set out in this Index Description; in the opinion of the Index Sponsor, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions in all or some only of the Index Components are rendered impracticable or if purchases, sales, deposits and withdrawal of any assets to which the Index Calculation Agent would have reference in order to determine the valuation of any Index Component cannot be effected at the normal rates of exchange; circumstances exist as a result of which, in the opinion of the Index Sponsor, it would not be reasonably practicable for an investor in an Index Component to realise its investment in such Index Component; the Index Sponsor determines that any counterparty in respect of an Index Component (including, where relevant, a counterparty to an over-the-counter swap transaction; and a clearing-house which clears the relevant Index Component) has defaulted in respect of any such Instrument or (a) institutes any proceedings to adjudicate itself bankrupt or insolvent or there are any such proceedings instituted against it, (b) files a petition seeking or consenting to reorganisation or relief under any applicable federal or state law relating to bankruptcy with respect to itself, (c) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or for a substantial part of its property, (d) makes any general assignment for the benefit of its creditors, (e) admits in writing its inability to pay its debts generally as they become due, or (f) takes any action in furtherance of any of (a) to (e) above; any Index Business Day when the Index Calculation Agent determines that it is unable to calculate the Index Level because the relevant prices, values or figures, as the case may be, are not available, or if in the opinion of the Index Sponsor the Index Level cannot be fairly calculated; the Index Sponsor determines that either: (a) the calculation and/or reporting of net asset values in respect of any assets to which the Index provides exposure from time to time, or 273
(ix) (x) (b) investments in, purchases, sales, deposits, withdrawals or subscriptions for and/or redemptions (as applicable for the relevant asset) of any assets to which the Index provides exposure from time to time, are suspended (a Dealing Suspension Event ); the Index Sponsor determines that Deutsche Bank AG, London Branch has suspended the secondary market it provides in relation to any over-the-counter derivatives transaction entered into referencing the Index due to a Dealing Suspension Event; any Index Business Day when the Index Sponsor determines that it will not be reasonably practicable for a hypothetical counterparty to an over-the-counter derivatives transaction referencing the Index to hedge its obligations to pay a return linked to the performance of the Index; and (xi) Winton Capital Management Ltd. ceases to act as the Index Strategy Selector or has its appointment as Index Strategy Selector terminated for any reason. Modification to the Index In calculating and determining the value of the Index Level, the Index Calculation Agent will, subject as provided below, employ the methodology described under Description of the Index above and its application of such methodology shall be conclusive and binding. No assurance can be given that fiscal, market, regulatory, juridical, financial or other circumstances will not arise that would, in the view of the Index Sponsor, necessitate or make desirable a modification of or change to such methodology and the Index Sponsor shall be entitled to make any such modification or change provided it has obtained any necessary approvals. The Index Sponsor will publish any such modification or change and the date on which it is effective as set out under Description of the Index - Publication of Information Relating to the Index below. Any such modification or change will take effect accordingly and will be deemed to update this description of the Index from its effective date. Publication of Information Relating to the Index The Index Level in respect of any Transaction Day will be published by the Index Calculation Agent on Bloomberg under the code DBXESYSA as soon as reasonably practicable after it has been determined. The Index Calculation Agent expects to publish the Index Level as at any Transaction Day not later than the third (3 rd ) Index Business Day following the relevant Transaction Day of determination but gives no assurance that the Index Level will be published at that time or at all. Other information relating to the Index will be published on the website of the Index Calculation Agent (https://index.db.com/servlet/home)). Once the Index Level for any Transaction Day has been published, it will not be retrospectively altered. The Index Sponsor accepts no liability to any person for publishing or not publishing any Index Level or other information in any particular place or at any particular time or for any period. Use of the Index The Index Sponsor and any of its affiliates may, as agreed with the Index Strategy Selector, create investment products linked to the performance of the Index or any of the Index Components and may enter into hedging transactions in respect of such products. The creation of these products and/or the hedging transactions in respect of them, may have the effect of increasing the notional account size taken into account when deciding the allocation to each Contract within the Winton Trading Strategy based on the minimum trading amounts for such Contracts (see Winton Trading Strategy - Trading Component Allocations above). As a result, such products and/or hedging transactions may have a positive or negative effect on the performance of the Index and/or the Index Level. In such circumstances the Index Sponsor or its affiliates may exercise any voting rights they may have to approve changes or amendments and will do so without reference to any person holding any investments related to the Index. Any such transactions, changes or amendments may have a positive or negative effect on the performance of the Index and/or the Index Level. None of the Index Sponsor or any of its affiliates shall be liable to any person in respect of any effect that such transactions or products may have on the Index and/or the Index Level. Standards of Conduct Where the Index Sponsor or Index Calculation Agent is obliged or entitled to make any determination for the purposes of the Index, the Index Level, any Index Component, any Rebalancing, any change in methodology described herein or otherwise, the Index Sponsor or Index Calculation Agent, as the case may be, will make such determination, subject to and in accordance with all other applicable provisions of this description of the Index, in good faith and in a commercially reasonable manner to produce a commercially reasonable result. 274
Schedule to the Index Description Index Strategy Selection Rules 1. No Contract, when converted into the equivalent position on the underlying asset (based on notional value), if applicable, shall exceed 20% of the sum of the total gross notional value of all Contracts; provided, however, that one single Contract, when converted into the equivalent position on the underlying asset (based on notional value), if applicable, may exceed 20% of the sum of the total gross notional value of all Contracts so long as it does not exceed 35% of the gross notional value of all Contracts. In making such determination, Contracts with a correlation of 0.8 or above shall be considered as a single Contract. 2. The Index shall comprise at least 5 Contracts at any time, for which purpose Contracts with a correlation of 0.8 or above shall be considered as a single Contract. 275
Appendix 1 (UCITS list of Exchanges) Any exchange (which is an exchange within the meaning of the law of the jurisdiction concerned relating to exchanges) or any regulated market in each case in the United States of America, member states of the European Union or the Organisation for Economic Co-operation and Development or any other regulated exchange or market. 276
PRODUCT ANNEX 22: DB PLATINUM IV PAULSON GLOBAL The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The investment objective of the Sub-Fund (the Investment Objective ) is to provide the Shareholders of each Share Class with a return linked to the performance of the Underlying Asset, which is the Synthetic Managed Basket. The Synthetic Managed Basket is a notional basket of investments consisting of a wide range of securities and financial instruments, as defined and described in Description of the Synthetic Managed Basket below. Paulson & Co. Inc. has been appointed by the Management Company on behalf of the Sub-Fund as Basket Manager in relation to the Synthetic Managed Basket pursuant to the Basket Management Agreement between the Management Company (acting on behalf of the Sub-Fund), the Basket Manager, the Basket Administrator and the Basket Calculation Agent (as such terms are defined below). Further detail on the Basket Manager and its duties regarding the Synthetic Managed Basket is set out below. The principal Investment Strategy (as defined in Description of the Synthetic Managed Basket below) used by the Basket Manager in respect of the Synthetic Managed Basket is to achieve capital appreciation, independent of the returns of the overall equity and debt markets, through the use of event-driven investment strategies, such as merger arbitrage, distressed securities, relative value and special situations, as further described in Description of the Synthetic Managed Basket below. In seeking to achieve the Investment Objective, the Sub-Fund will use derivative techniques that will provide the Sub-Fund with a payoff linked to the Synthetic Managed Basket. The Basket Manager will manage the Synthetic Managed Basket in accordance with the Investment Guidelines (as defined in Description of the Synthetic Managed Basket below). The Investment Guidelines are designed to reflect the investment restrictions imposed by the UCITS Directive and set out under the section Investment Restrictions in the core part of the Prospectus, together with certain additional restrictions and parameters imposed on the Synthetic Managed Basket by the Sub-Fund. The Sub-Fund may invest part or all of the net proceeds of any issue of Shares in one or more derivative transactions negotiated at arm s length with the Swap Counterparty (each an OTC Swap Transaction and together the OTC Swap Transactions ) in return for payments from the Swap Counterparty linked to the performance of the Synthetic Managed Basket. Accordingly, the Sub-Fund is likely at any time to be fully or partially exposed to one or more OTC Swap Transaction(s). The Sub-Fund may also (as an alternative to or combination with the above 1 ) invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organisations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. Pursuant to the OTC Swap Transactions, the Sub-Fund will exchange the performance and/or the income of such transferable securities against a payoff linked to the Underlying Asset. Such transferable securities and liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Synthetic Managed Basket NAV (as defined in Description of the Synthetic Managed Basket below) is calculated in USD whereas some of the Shares Classes are denominated in currencies other than USD. The Sub-Fund may enter into foreign exchange hedging transactions in respect of each Share Class which is denominated in a currency other than USD, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of the exchange rate between the currency of such Share Class and USD. Such hedging transactions will consist of foreign exchange spot and forward contracts, which are expected to be concluded once a month with a maturity of one month. The value of the Sub-Fund s Shares is linked in each case to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub-Fund to the Underlying Asset is achieved through the OTC Swap Transactions. The valuation of the OTC Swap 1 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub-Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 277
Transactions will reflect the relative movements in the performance of the Underlying Asset and the transferable securities (if applicable). The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCIs in order to be eligible for investment by UCITS governed by the UCITS Directive. When applying certain limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and Luxembourg Commission de Surveillance du Secteur Financier ( CSSF ) circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Sub-Fund s OTC Swap Transaction(s) by resetting the OTC Swap Transaction(s). The effect of resetting the OTC Swap Transaction(s) is to reduce the mark to market value of the OTC Swap Transaction(s) and, as a result, reduce the net counterparty risk exposure. The costs (if any) generated by the delivery of collateral by the Swap Counterparty (the Collateral Cost ) will be borne by the Sub-Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. The Collateral Cost is deducted from the performance of the Sub-Fund. The Collateral Cost as at the Launch Date is 0.10% p.a., calculated on the basis of the mark-tomarket value of the OTC Swap Transaction through which the Sub-Fund achieves its exposure to the Underlying Asset. The Collateral Cost is subject to adjustment by the Swap Calculation Agent, depending upon the cost to the Swap Counterparty of posting collateral in accordance with the applicable UCITS regulations. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may be used for liquidity purposes (e.g., to cover a cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned may be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub- Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the absolute VaR approach in accordance with the CSSF Circular 11/512. Based on the sum of the notionals of financial derivative instruments approach (which defines the leverage as the sum of the absolute value of the notional of all financial derivative instruments), the Sub-Fund s maximum expected level of leverage is 400% of the Sub-Fund s NAV. The Sub-Fund will have no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor The Sub-Fund is intended for Financially Sophisticated Investors. A Financially Sophisticated Investor means an investor who: (a) has knowledge of, and investment experience in, financial products which use complex derivatives and/or derivative strategies (such as this Sub-Fund) and financial markets generally; and (b) understands and can evaluate the strategy, characteristics and risks of the Sub-Fund in order to make an informed investment decision. In addition, investors must be able and willing to invest in a sub-fund with a high risk grading as further described in the main part of the Prospectus under the chapter Typology of Risk Profiles. The Synthetic Managed Basket provides exposure to investment strategies that are complex and involve numerous risks, including potentially high levels of volatility. The Sub-Fund is intended only for those investors who understand these strategies and associated risks. Prospective investors should consult their financial, tax and legal advisors, as appropriate, in order to determine whether or not the Sub-Fund is a suitable investment for them. 278
Potential Loss of Investment Specific Risk Factors No guarantee or representation is made that the investment approach of the Basket Manager in respect of the Synthetic Managed Basket will be successful. The Synthetic Managed Basket has been established in connection with the Sub-Fund and has no performance record. The past results of the Basket Manager are not necessarily indicative of the future performance of the Synthetic Managed Basket and consequently the Sub- Fund. As is true of any investment, there is a risk that an investment in the Sub-Fund will be lost entirely or in part. The Sub-Fund is not a complete investment program and should represent only a portion of an investor s portfolio management strategy. As of the Launch Date, the Basket Manager has not selected or made any notional investments in respect of the Synthetic Managed Basket. Thus, prospective investors in the Sub-Fund have only limited information as to the potential components of the Synthetic Managed Basket or other relevant economic and financial information to assist them in evaluating the merits of investing in the Sub-Fund. By investing in the Sub-Fund, investors are depending on the ability of the Basket Manager with respect to the selection of the notional investments in the Synthetic Managed Basket. Virtual Nature of the Synthetic Managed Basket The Synthetic Managed Basket is a virtual portfolio with no separate legal personality and adjustments within the Synthetic Managed Basket to the allocation between various investments will be made solely on a virtual basis in the records of the Basket Administrator (as defined below) (and all references to actions being taken in respect of the Synthetic Managed Basket shall be construed accordingly). The Synthetic Managed Basket reflects the position of an investor investing in a portfolio of securities and other financial instruments selected in accordance with event-driven investment strategies, such as merger arbitrage, distressed securities, relative value and special situations. Although the performance of the virtual investments referenced in the Synthetic Managed Basket will affect the performance of the Synthetic Managed Basket, and, therefore the Net Asset Value of the Shares, the Sub-Fund has no entitlement to or ownership interest in any such investments and has no right to take possession of any such assets. Synthetic Managed Basket Dependent on Basket Manager and Key Individuals Pursuant to the Basket Management Agreement, the Management Company on behalf of the Sub-Fund will appoint the Basket Manager to manage the Synthetic Managed Basket on a discretionary basis with a view to achieving the Synthetic Managed Basket Investment Objective (as defined in Description of the Synthetic Managed Basket below) and in accordance with the Investment Strategy and the Investment Guidelines. Accordingly, the success of the investment strategy of the Sub-Fund is expected to depend, to a significant extent, upon the skills and expertise of the personnel of the Basket Manager. Any withdrawal or other cessation of investment activities on behalf of the Basket Manager by any of these individuals could result in losses to or termination of the Sub-Fund. Instruments and the Synthetic Managed Basket The Synthetic Managed Basket is linked to the performance of the Instruments selected by the Basket Manager in accordance with the Investment Strategy and the Investment Guidelines (each as defined below under Description of the Synthetic Managed Basket ). The performance of those Instruments will influence the performance of the Synthetic Managed Basket which will therefore depend to a large extent upon the skill of the Basket Manager. Potential investors should be aware that the performance of the Sub-Fund will depend on the performance of the investments selected by the Basket Manager for the Synthetic Managed Basket. The Investment Strategy relating to the Synthetic Managed Basket gives the Basket Manager considerable discretion to invest the assets of the Synthetic Managed Basket and there can be no guarantee that the Basket Manager s investment decisions will be profitable or will effectively hedge against the risk of market or other conditions which may cause the value of the Shares to decline. Securities Options Subject always to the Investment Guidelines, the Synthetic Managed Basket may be exposed to options trading, which is speculative and involves a high degree of risk. If the Synthetic Managed Basket is exposed to the purchase of a put or a call option, it may lose the entire premium payable by a purchaser of such put or call option. If the Synthetic Managed Basket is exposed to the writing or sale of a put or call option, the Synthetic Managed Basket, and consequently the Sub-Fund, may suffer potentially significant losses, as more fully described below. Exposure to Derivatives Subject always to the Investment Guidelines, the Synthetic Managed Basket may provide exposure to a wide range of derivative products. Such derivative products could include exchange traded and certain over-thecounter derivative instruments, including complex derivative instruments which seek to modify or replace the investment performance of particular securities, currencies, interest rates, indices or markets on a leveraged or unleveraged basis. These investments may be extremely volatile and involve risks that can result in a loss of all or part of an investment, including, but not limited to, interest rate and credit risk volatility, world and local market price and demand, and general economic factors and activity. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, 279
changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Foreign currency contract prices are influenced by, among other things, political events, changes in balances of payments and trade, domestic and international rates of inflation, international trade restrictions, and currency devaluations and re-evaluations. In addition, governments from time to time directly intervene in certain markets, particularly those in currencies, financial instrument futures and options. Such intervention often is intended to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Derivatives may involve significant amounts of leverage, which can substantially magnify market movements and result in losses greater than the amount of the investment. Some derivatives may be more volatile than their underlying securities and therefore, on a percentage basis, an investment in derivatives may be subject to greater fluctuations than an investment in the underlying security, and, to the extent the Synthetic Managed Basket provides exposure to such derivatives, the Synthetic Managed Basket NAV may be subject to a corresponding fluctuation. For example, if the Synthetic Managed Basket provides exposure to a purchased option, the Synthetic Managed Basket will reflect the premium a purchaser of such option would have to pay, which represents the market value of the option. Unless the price or the volatility of the instrument underlying the option changes so that it becomes profitable for an investor to exercise or sell the option before it expires, the Synthetic Managed Basket will not recover the reduction in the Synthetic Managed Basket NAV reflecting such premium. Subject always to the Investment Guidelines, exposure to the risk of writing (selling) options could result in significant losses to the Sub-Fund (and could, in extreme circumstances, result in its Net Asset Value being reduced to zero) because the writer of the option must purchase (in the case of a put) or sell (in the case of a call) the underlying security at a certain price upon exercise, and there can be no guarantee as to what price that might be. If the Synthetic Managed Basket provides exposure to the writing (selling) of an option, and an investor in such option would be required to purchase or sell (as the case may be) the underlying security at a given price, then a corresponding increase or reduction will be made to the value of the Synthetic Managed Basket, which will be uncertain and may be significant. As assets that can have no value at their expiration, an exposure to options can introduce a significant additional element of leverage and risk to the Synthetic Managed Basket s market exposure. Subject always to the Investment Guidelines, providing exposure to certain options strategies can subject the Synthetic Managed Basket, and consequently the Sub-Fund, to investment losses that are significant even in the context of positions for which the Basket Manager has correctly anticipated the direction of market prices or price relationships. Exposure to Interest Rate Derivatives Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to make notional investments and notionally trade in a wide range of derivative products, including interest raterelated derivatives which will expose the Synthetic Managed Basket to interest rate risk. Interest rate risk is the general risk associated with movements in interest rates, which are incorporated into the pricing of the related derivatives. The value of such derivatives will change in response to fluctuations in interest rates. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the value of these products generally can be expected to rise. Conversely, when interest rates rise, the value of interest rate derivatives generally can be expected to decline. The Basket Manager has no control over the future direction of interest rates and this strategy is largely dependent upon the Basket Manager s ability to determine accurately such interest rate movements. While the Basket Manager may cause the Synthetic Managed Basket to hedge to reduce such interest rate related risks, no assurance can be given that it will be successful in that respect. Exposure to Futures Subject always to the Investment Guidelines, the Synthetic Managed Basket may provide exposure to transactions in futures. Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle the position with cash. They carry a high degree of risk. The gearing or leverage often obtainable in futures trading, due to the low margins normally required, means that a relatively small movement in the price of a futures contract may result in a profit or loss which is high in proportion to the amounts of funds actually placed as margin and may result in unquantifiable future losses exceeding any margin deposited. For this reason, it is not possible to predict the losses the Synthetic Managed Basket NAV may suffer if the Synthetic Managed Basket provides exposure to futures contracts. Futures positions may become illiquid. If the Synthetic Managed Basket provides exposure to a futures position that becomes illiquid, that illiquidity will be reflected in the Synthetic Managed Basket, subject to the Potential Cancellation Events (as defined in Description of the Synthetic Managed Basket below), and the Basket Manager will therefore be unable to allocate the portion of the Synthetic Managed Basket providing exposure to illiquid futures to more liquid assets or to cash. Special Risks Associated with Exposure to Forward Contracts Subject always to the Investment Guidelines, the Synthetic Managed Basket may provide exposure to forward contracts. Forward contracts, unlike futures contracts, are not traded on exchanges and are not standardised. Instead, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and cash trading is substantially unregulated and there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets 280
are not required to continue to make markets in the currencies they trade and these markets can experience periods of illiquidity, which can sometimes be of significant duration. There have been periods during which certain participants in these markets have been unable or unwilling to quote prices for certain currencies or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and the price at which they were prepared to sell. For this reason, it is not possible to predict the declines the Synthetic Managed Basket NAV may suffer if the Synthetic Managed Basket provides exposure to forward contracts. If the Synthetic Managed Basket provides exposure to a forward contract that becomes illiquid, that illiquidity will be reflected in the Synthetic Managed Basket, subject to the Potential Cancellation Events (as defined in Description of the Synthetic Managed Basket below), and the Basket Manager will therefore be unable to allocate the portion of the Synthetic Managed Basket providing exposure to illiquid forward contracts to more liquid assets or to cash. If the Basket Calculation Agent is unable to calculate the Synthetic Managed Basket NAV or the Synthetic Managed Basket Unit Price because a price cannot be obtained for any forward contracts to which the Synthetic Managed Basket provides exposure, a Potential Cancellation Event may occur. Illiquidity or disruption in the forward markets could result in significant losses for the Synthetic Managed Basket, and consequently the Sub-Fund, adjustments to the Synthetic Managed Basket, the delay or suspension of calculation of the Synthetic Managed Basket NAV or Synthetic Managed Basket Unit Price, or the cancellation of the Synthetic Managed Basket, all as further described in Description of the Synthetic Managed Basket below. Special Risks Related to Merger Arbitrage Transaction Exposures Subject always to the Investment Guidelines, the Basket Manager may expose the Synthetic Managed Basket to merger arbitrage positions. An exposure to a merger arbitrage position in the equity securities or in instruments based upon the value of the equity securities, as applicable, of a target company will generally be taken by the Basket Manager on behalf of the Synthetic Managed Basket after a risk arbitrage transaction is publicly announced and the market price of the equity securities of the target company have risen to a premium over the market price that prevailed prior to the announcement. If the merger arbitrage transaction subsequently is not consummated, the market price of such equity securities may fall, usually to a level comparable to that which existed prior to the announcement. This may cause the Synthetic Managed Basket to suffer a significant loss with respect to any long positions that it is exposed to in the equity securities or in instruments based upon the value of the equity securities, as applicable, of the target company. Similarly, if the merger arbitrage transaction is subsequently consummated, the market price of such equity securities may rise. This may cause the Synthetic Managed Basket to suffer a significant loss with respect to any short positions it is exposed to in the equity securities or in instruments based upon the value of the equity securities, as applicable, of the target company. If the merger arbitrage transaction is one where a company offers to purchase all or part of the assets or securities of a target company using its own stock as consideration, the Basket Manager may cause the Synthetic Managed Basket to take an exposure to a position in the equity securities or in instruments based upon the value of the equity securities, as applicable, of the acquirer. In such a case, the Basket Manager will generally cause the Synthetic Managed Basket to take an exposure to a position in such securities after the acquisition is publicly announced and the market price of the equity securities of the acquirer have declined below their market price prior to the announcement. Whether or not the acquisition is subsequently consummated, the market price of such equity securities may fall further. This may cause the Synthetic Managed Basket to suffer a significant loss with respect to any long positions that it is exposed to in the equity securities or in instruments based upon the value of the equity securities, as applicable, of the acquirer. Similarly, whether or not the acquisition is subsequently consummated, the market price of such equity securities may rise. This may cause the Synthetic Managed Basket to suffer a significant loss with respect to any short positions it is exposed to in the equity securities or in instruments based upon the value of the equity securities, as applicable, of the acquirer. Various events may occur to affect the consummation of any merger arbitrage transaction and, in turn, affect the value of the Shares. Some of these events may include: Successful Takeover Defence A company that is the subject of an unsolicited merger or acquisition proposal, may successfully defend itself, through legal or other means, from a potential acquirer and remain independent even though the acquirer s offer price represents a premium to the market price of the target company s equity securities. Decline in Financial Performance A decline in the financial performance of a company could affect its or a counterparty s willingness or ability to complete a merger arbitrage transaction such as, among others, a spin-off, merger (as a target or as an acquirer) or tender offer, and result in such transaction s termination. Rise in Interest Rates An increase in interest rates during a period when a merger arbitrage transaction is pending may, among other things, increase the financial costs of such transaction or reduce the earnings of the parties involved in such transaction either of which, in turn, may affect the viability of such transaction. 281
General Market Volatility A sharp decline or increase in the value of the equity securities of any of the parties involved in a merger arbitrage transaction may affect the Synthetic Managed Basket NAV and may cause such parties to reexamine, delay or terminate such transaction. Regulatory Restrictions The consummation of a merger arbitrage transaction may be subject to regulatory oversight by a variety of entities, including but not limited to, the U.S. Securities and Exchange Commission, the U.S. Federal Trade Commission, the U.S. Department of Justice and other regulatory and executive agencies and departments in the United States and elsewhere. Action or inaction by these entities could affect the consummation and timing of a risk arbitrage transaction. Market Risk A common result of the consummation of a merger arbitrage transaction is the receipt of other securities, as opposed to cash. The holding of an exposure to a position in the form of securities, as opposed to cash, could result in a decline of the value of the exposure, depending upon the general market trends and other factors. Liquidity Risk After the establishment of an exposure to an arbitrage position, in the event the merger arbitrage transaction cannot be consummated or encounters difficulties, market liquidity for such positions may diminish. In such event, this illiquidity will be reflected in the Synthetic Managed Basket, subject to the Potential Cancellation Events (as defined in Description of the Synthetic Managed Basket below), and the Basket Manager will therefore be unable to allocate the portion of the Synthetic Managed Basket providing exposure to the illiquid position to more liquid assets or to cash. Special Risks Related to Distressed Securities Transaction Exposures The Synthetic Managed Basket may, subject always to the Investment Guidelines, be exposed to investments in securities of issuers in weak financial condition, experiencing poor operating results, having substantial financial needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganisation proceedings. Investments of this type involve substantial financial and business risks that can result in substantial or total losses. Among the problems involved in investments in troubled issuers is the fact that it frequently may be difficult to obtain accurate information as to the financial and business conditions of such issuers. The market prices of such securities are also subject to abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take months or years for the market prices of such securities to reflect their intrinsic value. It is anticipated that there may be a thin market for such securities from time to time. To the extent that the Synthetic Managed Basket reflects an exposure to such securities, the Sub-Fund will be exposed to this volatility and illiquidity. Exposures to these types of securities require active monitoring by the Basket Manager on behalf of the Synthetic Managed Basket. Special Risks Related to Relative Value Transaction Exposures Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to be exposed to purchases or sales of related or comparable securities based on the expectation that the spread between such securities will contract or increase over time. There can be no assurances that spread positions that the Basket Manager expects to contract will in fact contract, or even if such spread positions do contract how long they will take to do so. Likewise, there can be no assurances that spread positions that the Basket Manager expects to increase will in fact increase, or even if such spread positions do increase how long they will take to do so. Further, when the Synthetic Managed Basket is exposed to the purchase and sale of securities in anticipation of a change in the spread between them, a substantial period of time may elapse between its exposure to such purchase and sale and when the spread between them actually changes. During this period, a portion of the Synthetic Managed Basket s assets would be committed to the long and short positions established, and, subject always to the Investment Guidelines, the Synthetic Managed Basket may finance its exposure to such positions with borrowed funds on which it may have to pay interest. Special Risks Related to Special Situation Transaction Exposures The Basket Manager may cause the Synthetic Managed Basket, subject always to the Investment Guidelines, to be exposed to purchases or sales of securities based on the possible occurrence of certain events or extraordinary corporate transactions. Exposure to purchases may include exposure to purchases of securities which the Basket Manager believes to be undervalued, or where a significant position in the securities of particular companies have been taken by other persons or where companies in the same or related industries have been the subject of acquisition attempts. There can be no assurances that securities that the Basket Manager believes to be undervalued are in fact undervalued, or that securities that the Basket Manager believes to be overvalued are in fact overvalued. Nor can there be any assurances that undervalued securities will appreciate in value or that overvalued securities will decrease in value. If the Synthetic Managed Basket becomes exposed to a purchase of securities in anticipation of an extraordinary corporate transaction and such a transaction does not in fact occur, the Synthetic Managed Basket may be exposed to a sale of such securities at a material loss. Further, when the Synthetic Managed Basket is exposed to the purchase of securities in anticipation of an extraordinary corporate transaction, a substantial period of time may elapse between its 282
exposure to such purchase and the actual transaction. During this period, a portion of the Synthetic Managed Basket s assets would be committed to a synthetic position in the securities purchased and the Synthetic Managed Basket may, subject always to the Investment Guidelines, finance its exposure to such purchases with borrowed funds on which it may have to pay interest. Risks Associated With Event-Driven Opportunity Exposures Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to become exposed to event-driven strategies other than risk arbitrage investment strategies. Event-driven investment strategies may make investments in companies that are, among other things, involved in (or the target of) acquisition attempts or tender offers, or are involved in work-outs, liquidations, spin-offs, reorganisations, bankruptcies and similar transactions. In addition, the Basket Manager may cause the Synthetic Managed Basket to be exposed to markets or companies during economic or political instability. In any such exposure, there exists a number of risks, including, but not limited to, the risk that the transaction in which the company is involved either will be unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which is less than the cost to the Synthetic Managed Basket of taking its original exposure. Similarly, if a transaction does not occur, the Basket Manager may require the Synthetic Managed Basket to become exposed to a sale of its original exposure at a loss. Further, in any exposure to an investment in an unstable political or economic environment, there exists the risk of default as to debt securities and bankruptcy or insolvency with respect to equity securities. Any or all of these risks may result in substantial losses to the Synthetic Managed Basket and the Sub-Fund. Interest Rate and Currency Risks The Synthetic Managed Basket NAV may be adversely affected by changes in interest rates and currency exchange rates. Interest rates and currency exchange rates are determined by factors of supply and demand in the international money markets, which are in turn influenced by macro-economic factors, speculation and central bank and other forms of government intervention. Fluctuations in short-term and/or long-term interest rates or currency exchange rates may affect the value of the Shares. Risks Associated with Commercial and Residential Mortgage-Backed Securities Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to become exposed in the commercial and residential mortgage-backed securities markets, primarily when the Basket Manager believes that doing so will be an efficient (or the only available) means of recognizing the intrinsic value of the real estate collateralising certain mortgage-backed securities. The real estate risks of an exposure to an investment in commercial and residential mortgage-backed securities include the risks of investing in the real estate securing the underlying loans, local and other economic conditions, the ability of tenants to make payments and the ability of the property to attract and retain tenants. Particularly given the current economic conditions, there can be no assurance that many commercial and residential mortgagebacked securities will not be subject to significant declines in values or outright defaults. An exposure to an investment in commercial and residential mortgage-backed securities involves the risks typically associated with investing in traditional fixed-income securities (including interest rate and credit risk) as well as the risk of principal prepayment and exposure to real estate. The rate of prepayments on underlying mortgages affects the price and volatility of a mortgage-backed security, and may have the effect of shortening or extending the effective maturity of such security. Different types of mortgage-backed securities are subject to varying degrees of prepayment risk. Residential mortgage-backed securities generally provide for prepayment of principal at any time due to, among other reasons, prepayments on the underlying mortgage loans. As a result of prepayments, the Synthetic Managed Basket may be required to reinvest assets at an inopportune time resulting in a lower return. The risks of investing in such instruments reflect the risks of the underlying obligors, as well as the real estate that secures the instruments and such risks will be reflected in the Synthetic Managed Basket to the extent that it takes on an exposure to these investments. If the Basket Manager causes the Synthetic Managed Basket to become exposed to a purchase of mortgagebacked or asset-backed securities that are subordinated to other interests in the same mortgage pool, the Synthetic Managed Basket s return on such an exposure will reflect that of a holder of such securities who may only receive payments after the pool s obligations to other investors have been satisfied. An unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool s ability to make payments of principal or interest to the holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless, and this will be reflected in the Synthetic Managed Basket NAV; the risk of such defaults is generally higher in the case of mortgage pools that include so-called sub-prime mortgages. An unexpectedly high or low rate of prepayments on a pool s underlying mortgages may have a similar effect on an exposure to subordinated securities. A mortgage pool may issue securities subject to various levels of subordination; the risk of non-payment affects exposure to securities at each level, although the risk is greater in the case of exposures to more highly subordinated securities. Limited Liquidity in the Secondary Markets for Residential and Commercial Mortgage-Backed Securities The mortgage securities markets are, as of August 2010, experiencing unprecedented disruptions resulting from reduced investor demand for mortgage loans and mortgage-backed securities and increased investor yield requirements for those loans and securities. As a result, the secondary market for residential and commercial mortgage-backed securities is experiencing extremely limited liquidity. These conditions may continue or worsen in the future. If only a portion of issued securities has been sold to the public, the market for such 283
securities may be illiquid because of the small amount of such securities held by the public. In addition, the market overhang created by the existence of securities that the market is aware may be sold to the public in the near future could adversely affect the Basket Manager s ability to expose the Synthetic Managed Basket to a sale of such securities and/or the price of such securities. If the Synthetic Managed Basket provides exposure to mortgage loans or mortgage-backed securities that become illiquid, that illiquidity will be reflected in the Synthetic Managed Basket, subject to the Potential Cancellation Events (as defined in Description of the Synthetic Managed Basket below), and the Basket Manager will therefore be unable to allocate the portion of the Synthetic Managed Basket providing exposure to such illiquid loans or securities to more liquid assets or to cash. Developments in the Residential Mortgage Market During the period from 2008, up to and including the Launch Date, the residential mortgage market in the United States, particularly in the subprime sector, has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance and market value of certain securities to which the Synthetic Managed Basket may be exposed. Delinquencies and losses with respect to residential mortgage loans generally have increased and may continue to increase. In addition, the value of mortgaged properties in many states have declined or remained stable, after extended periods of appreciation. Housing prices and appraisal values in many states have declined or stopped appreciating in the months prior to the Launch Date, after extended periods of significant appreciation. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans generally. The Basket Manager cannot predict whether the increases in delinquencies and losses will spread beyond the subprime sector generally or whether they will affect any mortgage loans to which the Synthetic Managed Basket is exposed in particular. The general market conditions discussed above may affect the performance of mortgage loans and may adversely affect the yield or return on certain securities to which the Synthetic Managed Basket is exposed. Numerous laws, regulations and rules related to the servicing of mortgage loans, including foreclosure actions, have, as at the Launch Date, been proposed by federal, state and local governmental authorities. If enacted, these laws, regulations and rules may result in delays in the foreclosure process, reduced payments by borrowers or increased reimbursable servicing expenses, which are likely to result in delays and reductions in the distributions to be made to the investors in collateralized debt obligations backed by residential mortgage backed securities. To the extent that the Synthetic Managed Basket is exposed to such investments, these factors may have a substantial negative impact on the Synthetic Managed Basket NAV. The Synthetic Managed Basket will, to the extent that it is exposed to an investment in mortgage loans, bear the risk that these future regulatory developments will result in losses on such investments, whether due to delayed or reduced distributions or reduced market value. In addition, numerous residential mortgage loan originators have, prior to the Launch Date, experienced serious financial difficulties and, in some cases, bankruptcy. Risks Related to Exposures to Entities Experiencing Financial Difficulty The Basket Manager may, subject always to the Investment Guidelines, cause the Synthetic Managed Basket to take on exposures to securities or other instruments of entities experiencing financial or business difficulties. The Synthetic Managed Basket may lose a substantial portion or all of the part of the Synthetic Managed Basket NAV that is allocated to an exposure to investments in such entities. Where an investor in such entities is required to accept cash or securities with a value less than its original investment, to the extent that the Synthetic Managed Basket is exposed to such an investment, the Synthetic Managed Basket NAV will reflect a recovery lower than the cost of taking its initial exposure to such transactions. Among the risks inherent in exposures to entities experiencing financial or business difficulties is the fact that it frequently may be difficult to obtain information as to the true condition of such entities. Such exposures also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court s discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of the securities or other instruments of such entities may also be subject to abrupt and erratic market movements and above average price volatility, and the spread between the bid and asked prices of such securities or instruments may be greater than normally expected. To the extent that the Synthetic Managed Basket reflects an exposure to such securities or other instruments, the Sub-Fund will be exposed to this volatility and increased spread. Exposure to Synthetic Short Selling Subject always to the Investment Guidelines, the Synthetic Managed Basket, may be a party to financial derivative instruments ( FDIs ) that mirror the effect of synthetic short sales. A synthetic short sale simulates the economic effect of the Synthetic Managed Basket selling a security that it does not own in the hope of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. As the short sales to which the Synthetic Managed Basket are exposed are synthetic, they do not involve the sale or purchase of physical securities, but instead result in the short-selling party making or receiving a payment at a future date based on the price of the relevant security at a specified future reference date. The use of an FDI mirrors the economic effect of the Synthetic Managed Basket making a synthetic short sale but will also comply with applicable UCITS regulations limiting net counterparty exposure. The Synthetic Managed Basket realises a profit or a loss if the price of the relevant security decreases or increases between the date of the synthetic short sale to which it is exposed and the reference date specified in such sale. Synthetic short sales involve the 284
theoretically unlimited risk of an increase in the market price of the security that would result in a theoretically unlimited loss. Strategies that involve synthetic short sales may be adversely affected by regulatory measures to stabilize falling markets. By being exposed to synthetic short sales, the Synthetic Managed Basket will be exposed to these risks. During the severe market disruptions following the bankruptcy of Lehman Brothers in September 2008, securities regulators in a number of countries imposed bans on the short-selling of financial sector equities. These limitations were typically imposed on an emergency basis, making it impossible for numerous market participants either to continue to implement their strategies or to control the risk of their open positions. Subject always to the Investment Guidelines, synthetic short selling constitutes an integral component of a number of the Basket Manager s strategies, and any regulatory limitations on short-selling which may result from the current market disruptions could materially adversely affect the Basket Manager s ability to implement its strategies for the benefit of the Synthetic Managed Basket. Short selling may be subject to further regulatory restrictions, or even bans. Exposure to High Yield Securities Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to make notional investments in high yield bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in these lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be speculative with respect to the issuer's ability to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is less liquid than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities may contribute to a decrease in the value and liquidity of such lower-rated securities which could consequently have a negative impact on the value of the Synthetic Managed Basket and thus on the value of an investment in the Sub-Fund. Exposure to trading in Securities Substantial risks are involved in taking an exposure to an investment in securities. The prices of many of the securities to which the Basket Manager causes the Synthetic Managed Basket to be exposed, are highly volatile and market movements are difficult to predict. Moreover, most of the trading activities to which the Synthetic Managed Basket is exposed are inherently speculative, and the short-term performance of the Synthetic Managed Basket's exposures may fluctuate significantly despite the Basket Manager's risk control measures. Moreover, the value of the Synthetic Managed Basket's exposures may be subject to decreases as a result of general economic conditions and/or the adverse effect upon the companies to whose securities the Synthetic Managed Basket is exposed. Investments with limited liquidity Subject always to the Investment Guidelines, the Synthetic Managed Basket may be exposed to investments that have restrictions on their transfer or for which no liquid market exists. The Synthetic Managed Basket may be exposed to securities that, despite being listed on a stock market, are not actively traded. The bid/offer spreads in respect of such securities may be wider than for more liquid securities and may negatively impact the price given to such securities in the Synthetic Managed Basket NAV. The market prices, if any, of less liquid investments tend to be more volatile than those for more liquid investments and it may be impossible to sell such investments when desired or to realize their fair value in the event of a sale. To the extent that the Synthetic Managed Basket is exposed to securities with limited liquidity and such securities may be resold in privately negotiated transactions, the prices realised from these sales could be less than those originally paid, and may deviate from the price ascribed to the exposure to such securities in the calculation of the Synthetic Managed Basket NAV. In addition, futures positions may become illiquid because, for example, most U.S. commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as daily price fluctuation limits or daily limits. Under such daily limits, no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices in various commodities occasionally have exceeded the daily limit for several consecutive days with little or no trading. To the extent that such limits apply to futures positions to which the Synthetic Managed Basket is exposed, the ability of the Basket Manager to promptly liquidate unfavourable exposures on behalf of the Synthetic Managed Basket will be restricted to mirror the limits imposed on the actual futures positions and may subject the Synthetic Managed Basket to substantial losses. In addition, an exchange or other regulatory authority may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. To the extent that the Synthetic Managed Basket is exposed to such contracts, these restrictions may result in illiquidity that will be reflected in the Synthetic Managed Basket and may cause significant unanticipated losses. 285
The Synthetic Managed Basket NAV will also be affected by factors such as the pace of investment inflows and redemptions and the composition of investment positions held by others in the market. For example, from time to time, the Basket Manager may, subject always to the Investment Guidelines, cause the Synthetic Managed Basket to be exposed to investments in structured vehicles the returns on which are based on assets either actually owned or notionally owned by the structured vehicles. At the same time, the Basket Manager and/or any of its respective members, officers, directors, employees, principals or affiliates may have or acquire credit protection with respect to the assets of such structured vehicles and/or related reference obligations. The possession or acquisition of credit protection on such assets and/or reference obligations may result in a decrease in the liquidity of such assets and/or related reference obligations and may restrict the ability of investors in such investments to dispose of these investments in a timely fashion and for a fair price. This may negatively impact the price given to such securities in the Synthetic Managed Basket NAV and the ability of the Basket Manager to expose the Synthetic Managed Basket to other market opportunities. Competition The securities industry is extremely competitive and involves a high degree of risk. The Synthetic Managed Basket and the Basket Manager will compete with many firms, including other large investment and commercial banking firms. The profit potential of the Synthetic Managed Basket may be materially reduced as a result of such competition. Other Clients of the Basket Manager The Basket Manager manages other accounts, some of which it may have incentives to favour over the Synthetic Managed Basket (e.g. as a result of proprietary investments in such other accounts, advisor compensation arrangements with other accounts that are more lucrative or because of other factors). The Basket Manager is not subject to any absolute restrictions on taking new accounts, which could increase the competition for its time and adversely affect the Synthetic Managed Basket s performance. Strategies, transactions or other actions undertaken by the Basket Manager for other accounts may have an adverse impact on the Synthetic Managed Basket. Hedging Risks Subject always to the Investment Guidelines, the Basket Manager may cause the Synthetic Managed Basket to become exposed to investments in a wide range of derivative products for hedging purposes. Accordingly, the Basket Manager may cause the Synthetic Managed Basket to become exposed to warrants, futures, forward contracts, swaps, options and other derivative instruments involving securities, currencies, interest rates, and other asset categories (and combinations of the foregoing) for purposes of establishing market neutral arbitrage positions as part of its trading strategies and to hedge against movements in the capital markets. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions value. Exposure to such hedging transactions may also limit the opportunity for gain if the value of the portfolio position should increase. Moreover, it may not always be possible for the Basket Manager to expose the Synthetic Managed Basket to hedging transactions, or to do so at prices, rates or levels advantageous to the Synthetic Managed Basket. The success of any hedging transaction exposures will be subject to the movements in the direction of securities prices and currency and interest rates, and stability or predictability of pricing relationships. Therefore, while the Synthetic Managed Basket might become exposed to such transactions to reduce currency exchange rate and interest rate risks, unanticipated changes in currency or interest rates may result in poorer overall performance for the Synthetic Managed Basket, and consequently the Sub-Fund, than if the Synthetic Managed Basket had not become exposed to such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. Moreover, for a variety of reasons, the Basket Manager may not be able to, or may not seek to, establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. An imperfect correlation may prevent the Synthetic Managed Basket from achieving the intended hedge or expose the Synthetic Managed Basket, and consequently the Sub-Fund, to risk of loss. The Sub-Fund may enter into foreign exchange hedging transactions in respect of each Share Class which is denominated in a currency other than USD, with the aim of protecting the Net Asset Value of such Share Class against adverse movements of the exchange rate between the currency of such Share Class and USD. It may not be practicable to adjust these hedging transactions to account for the foreign exchange exposure arising between two monthly roll dates from the increase or decrease in (i) the value of the Synthetic Managed Basket or (ii) the number of Shares outstanding of the relevant Share Class, in which case any losses caused by adverse movements of the exchange rate between the currency of a Share Class and USD will be borne by the Shareholders of that Share Class. Valuation Suspensions and delays in payment Upon the occurrence of a Potential Cancellation Event, the Basket Administrator may decide to suspend the valuation of the Synthetic Managed Basket (see Description of the Synthetic Managed Basket - Basket Adjustments, Suspension of Calculation and Cancellation below). As a consequence, the Board of Directors may decide to suspend the calculation of the Net Asset Value of the Sub-Fund and also subscriptions and redemptions in the Sub-Fund (see General Information Relating to the Sub-Fund - NAV Suspension below). In 286
addition, any OTC Swap Transaction to which the Sub-Fund is a party may include terms permitting the Swap Counterparty, following the occurrence of a Potential Cancellation Event, to postpone its payment obligations under such OTC Swap Transaction. Where an OTC Swap Transaction permits such a postponement, payments due to the Sub-Fund from the Swap Counterparty may be delayed for some time. Credit Risk from Counterparties The Basket Manager may cause the Synthetic Managed Basket to become exposed to transactions in over-thecounter markets which will expose the Synthetic Managed Basket to the credit of its counterparties and their ability to satisfy the terms of such contracts. For example, subject always to the Investment Guidelines, the Synthetic Managed Basket may enter into repurchase agreements, forward contracts, options and swap arrangements, each of which expose the Synthetic Managed Basket to the risk that the counterparty may default on its obligations to perform under the relevant contract. Depending on the counterparty position to which the Synthetic Managed Basket is exposed, a loss under any such contract may result in a corresponding reduction in the Synthetic Managed Basket NAV. In addition, the bankruptcy or default of clearing-houses by or through which transactions are carried or settled may result in losses to the Synthetic Managed Basket. In the event of a bankruptcy or insolvency of a counterparty, the prime broker or such broker or clearing-house, the Synthetic Managed Basket could be deemed to experience the same delays in liquidating the position and significant losses as actual counterparties of such entities experience, including declines in the value of its investment during the period in which the Synthetic Managed Basket is deemed to seek to enforce its rights, inability to realise any gains on its investment during such period and fees and expenses incurred in enforcing its rights. The financial problems at Lehman Brothers group and other well-known financial institutions since 2007 illustrate these risks. Reliance on Third Parties The Basket Manager will rely on third parties to provide it with different types of data, including real time, raw, and calculated, data via the internet. The Synthetic Managed Basket could be adversely affected if its or its data providers computer systems or infrastructure cannot properly process and calculate the information needed for the Basket Manager to conduct its trading strategies. Legal and Regulatory Risks Legal and regulatory changes could adversely affect the Synthetic Managed Basket. Regulation in respect of the type of investments the Basket Manager is permitted to cause the Synthetic Managed Basket to be exposed to is still evolving and therefore subject to change. In addition, many governmental agencies, self-regulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The effect of any future legal or regulatory change on the Synthetic Managed Basket, and consequently the Sub-Fund, is impossible to predict, but could be substantial and adverse. In the period prior to the Launch Date, there have been certain well-publicised incidents of regulators unexpectedly announcing regulatory changes or interpretations that prohibited trading strategies that had been implemented in a variety of formats for many years. For instance, in September 2008 the SEC and various non- U.S. regulatory bodies imposed temporary bans on short-selling in a variety of stocks, and adopted permanent regulations that may have the effect of making short-selling more difficult or costly. These actions were generally regarded as disrupting market fundamentals and causing unexpected and volatile increases in the stock prices of a variety of issuers, as short sellers closed out their positions by buying securities. Market disruptions like those experienced in the credit-driven equity market collapse in 2008 as well as the dramatic increase in the capital allocated to alternative investment strategies in the years prior to the Launch Date have led to increased governmental as well as self-regulatory scrutiny of the fund industry in general. Taxation Distributions or other payments on Instruments to which the Synthetic Managed Basket is exposed may be subject to deductions for withholding tax or other forms of tax. Where any distribution or other payment due from any Instrument to which the Synthetic Managed Basket is exposed would be paid net of tax, the Synthetic Managed Basket will reflect the distribution or other payment that would actually be received by a hypothetical investor in such Instrument, domiciled for tax purposes in Jersey, after deduction of such tax. As a result, if any tax would be payable on distributions or other payments from Instruments to which the Synthetic Managed Basket is exposed, there will be a corresponding negative impact on the Synthetic Managed Basket NAV. Market Disruptions; Governmental Intervention The Sub-Fund may be adversely affected by uncertainties such as international and domestic political developments, changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries to which the Synthetic Managed Basket is exposed. The tax and regulatory environment for the investments to which the Synthetic Managed Basket is exposed is evolving, and changes in the regulation or tax treatment of such investments may adversely effect the value of such investments and, as a result, the Synthetic Managed Basket NAV and the ability of the Basket Manager to pursue the Investment Strategy. While such uncertainties persist, market participants may react quickly to unconfirmed reports or information and as a result, there may be increased market volatility. This volatility could cause the Basket Manager to alter the exposures of the Synthetic Managed Basket, the nature of the investments to which the Synthetic Managed Basket is exposed and the period for which such exposures continue. 287
The global financial markets have experienced pervasive and fundamental disruptions since 2007, which have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an emergency basis, without much or any notice, with the consequence that some market participants ability to continue to implement certain strategies or manage the risk of their outstanding positions has been suddenly and/or substantially eliminated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. It is impossible to predict with certainty what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Basket Manager s ability to fulfil the Investment Objective. Such increased regulation may not mitigate the market disruptions described above and may impact trading and investment opportunities in ways that are difficult to anticipate. Such interventions could be detrimental to the performance of the Synthetic Managed Basket and the Sub-Fund. Contraction in the availability of credit has made it more difficult for investors to access sources of leverage. The leverage to which the Synthetic Managed Basket is exposed is limited by the Investment Guidelines (see Description of the Synthetic Managed Basket - Composition of the Synthetic Managed Basket below) however, to the extent that governmental intervention does not help to expand the availability of such sources of leverage, the leverage to which the Synthetic Managed Basket is actually exposed may be lower than the limits set out in the Investment Guidelines. The Sub-Fund may be adversely affected as a result of new or revised legislation or regulations imposed by the U.S. Securities and Exchange Commission and other U.S. governmental regulatory authorities or selfregulatory organisations that supervise the financial markets. In addition, the securities and futures markets are subject to comprehensive statutes and regulations including margin requirements. Regulators and selfregulatory organisations and exchanges are authorised to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. Numerous legislative and regulatory proposals are currently pending that could result in additional regulatory and compliance burdens and trade reporting which may negatively impact the Synthetic Managed Basket NAV. The proposals would also require virtually all over-the-counter derivatives markets, including credit default swap markets, to be subject to increased regulation. It is impossible to predict whether some or all of these proposals will be enacted or, if enacted, what impact the final regulations will have on the Sub-Fund. Occasionally, external, unforeseen or dramatic events may impact the markets. These exceptional market events by their very nature are often difficult to predict and have uncertain consequences. Examples of such exceptional market events include loss of market liquidity, the threat of counterparty risk as presented in the credit default swap debacle of 2008, the closure of an exchange (as occurred after the terrorist attacks of September 2001), the introduction of the Euro, the closure of the tin contract in 1984, the suspension of the Hong Kong Futures Exchange in 1987 and the suspension of trading in the Malaysian Ringgit in 1997. Exposure to Investments in Non-U.S. and Non-E.U. Markets The Synthetic Managed Basket may provide exposure to investments in securities of issuers that are not located or subject to regulation in the U.S. or the E.U., that are not denominated in the U.S. dollar or the euro and that are not traded in the U.S. or the E.U. Subject always to the Investment Guidelines, the investments to which the Synthetic Managed Basket may be exposed involve certain special risks, including risks associated with political and economic uncertainty, adverse governmental policies, restrictions on foreign investment and currency convertibility, currency exchange rate fluctuations, possible lower levels of disclosure and regulation, and uncertainties as to the status, interpretation and application of laws, including, but not limited to, those relating to expropriation, nationalisation and confiscation. Companies not located in the U.S. or the E.U. are also not generally subject to uniform accounting, auditing and financial reporting standards, and auditing practices and requirements may not be comparable to those applicable to U.S. and E.U. companies. Further, prices of securities not traded in the U.S. or the E.U., especially those securities traded in emerging or developing countries, tend to be less liquid and more volatile. In addition, settlement of trades in some such markets may be much slower and more subject to failure than in U.S. or E.U. markets. To the extent any of these features of non-u.s. and non-e.u. markets impact the value of the Synthetic Managed Basket, a corresponding impact will occur to the Sub-Fund. Investments outside the U.S. and the E.U. could impose additional costs. Brokerage commissions generally are higher outside the U.S. and the E.U. and currency conversion costs could be incurred if an investor were to change investments from one country to another. Increased custodian costs as well as administrative difficulties (such as the applicability of laws of non-u.s. and non-e.u. jurisdictions to non-u.s. and non-e.u. custodians in various circumstances, including bankruptcy, ability to recover lost assets, expropriation, nationalisation and record access) may also arise from the maintenance of assets in jurisdictions outside the U.S. or the E.U. To the extent that such commissions and costs would be borne by an investor in any investments to which the Synthetic Managed Basket is exposed, these will be reflected in a reduction in the Synthetic Managed Basket NAV and consequently the value of the Sub-Fund. Operational and Human Error 288
The success of the Synthetic Managed Basket depends in part upon the Basket Manager s accurate calculation of price relationships, the communication of precise instructions and ongoing position evaluations. In addition, the Basket Manager s strategies may require active and ongoing management of durations and other variables, and dynamic adjustments to the Synthetic Managed Basket s positions. There is the possibility that, through human error, oversight or operational weaknesses, mistakes could occur in this process and lead to significant trading losses and an adverse effect on the value of the Synthetic Managed Basket and consequently the Sub- Fund. Risk Related to Valuation In its capacity as Basket Calculation Agent, Deutsche Bank AG, London Branch through Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG or one or more affiliates of DBIQ, will determine the value of the Synthetic Managed Basket in the manner described in Description of the Synthetic Managed Basket below. In certain instances, and as more fully described in that section, this may result in the Basket Calculation Agent or its affiliates exercising certain discretions to value assets and liabilities. Since the valuations of these positions will be included in the determination of the value of the Synthetic Managed Basket, the valuation discretion afforded the Basket Calculation Agent and its affiliates will affect the value of any Shareholder s investment and the prices at which units in the Synthetic Managed Basket may be purchased or redeemed. The valuations assigned may not be the same as those at which the relevant assets or liabilities being valued could actually be purchased, sold or closed-out. In assigning valuations for illiquid securities or other investments to which the Synthetic Managed Basket is exposed, the Basket Calculation Agent and its affiliates may in its discretion apply an illiquidity discount. Any delegation to or use of affiliates by DBIQ shall not release DBIQ from any duties or obligations that it has in respect of the Synthetic Managed Basket. The Basket Calculation Agent may also be a Swap Counterparty and have certain payment obligations to the Sub-Fund linked to the performance of the Synthetic Managed Basket. As such, the Basket Calculation Agent may face conflicts of interest in valuing the Synthetic Managed Basket given that it may have payment obligations linked to the value of Synthetic Managed Basket, although Deutsche Bank AG seeks to mitigate any such conflicts by virtue of the determinations being performed by DBIQ or one or more of its affiliates and not by any trading function of Deutsche Bank AG. 289
FX Risks The Net Asset Values of the Share Classes each reflect the performance of a currency-hedged investment in the Synthetic Managed Basket with regard to the relevant Share Class Reference Currency. The Synthetic Managed Basket is calculated in USD whereas the Share Classes are calculated in four different currencies (USD, EUR, GBP and JPY). As a result of the difference in the currency of calculation, investors will bear residual FX risk (linked, among others, to the interest rate differential between the relevant Share Class Reference Currency and USD) causing small differences between the performances of each of the Synthetic Managed Basket Share Classes. Accordingly, in the absence of any FX hedging arrangements, direct exposure to the Synthetic Managed Basket through a non-usd denominated Share Class would involve exchange rate risks. In order to mitigate these risks, the Sub-Fund may enter into hedging transactions, as described above. However, no assurance can be given that such hedging transactions will be entirely effective in achieving the purpose for which they have been entered into. In addition, the impact of the hedging transactions on the Net Asset Value of the Share Class in relation to which they are entered can be a positive or negative amount. Whilst currency hedging reduces risks and losses in adverse market circumstances, it can also reduce and may completely offset gains in market circumstances that would otherwise have been beneficial had the position not been hedged. Consequently, the performance of a Share Class may differ from that of the Synthetic Managed Basket as a result of the foreign exchange hedging transactions. SUBJECT ALWAYS TO THE INVESTMENT GUIDELINES, THE INVESTMENT STRATEGY IS SPECULATIVE AND ENTAILS SUBSTANTIAL RISKS. THERE CAN BE NO ASSURANCE THAT THE SYNTHETIC MANAGED BASKET INVESTMENT OBJECTIVE OR THE INVESTMENT OBJECTIVE OF THE SUB-FUND WILL BE ACHIEVED, AND RESULTS MAY VARY SUBSTANTIALLY OVER TIME. POTENTIAL INVESTORS SHOULD BE AWARE THAT THE ACHIEVEMENT OF SHORT EXPOSURE, THE USE OF DERIVATIVES AND OTHER LEVERAGED POSITIONS COULD, IN CERTAIN CIRCUMSTANCES, SUBSTANTIALLY INCREASE THE IMPACT OF ADVERSE MARKET CONDITIONS ON THE SUB-FUND S NET ASSET VALUE. No Endorsement of Basket Manager None of Deutsche Bank AG, London Branch, the Management Company nor any of their affiliates endorses or otherwise recommends the Basket Manager or the Investment Strategy represented in the Synthetic Managed Basket. Any investigations, due diligence, searches or other enquiries made by Deutsche Bank AG, London Branch (whether in its capacity as Basket Administrator, Basket Calculation Agent or otherwise) or by the Management Company in respect of the Basket Manager will be made by Deutsche Bank AG, London Branch or the Management Company (as applicable) for its own benefit and for its own purposes in accordance with its own criteria. No representations or warranties have been or are given by Deutsche Bank AG, London Branch or the Management Company in respect of the Basket Manager and no investor should place any reliance on Deutsche Bank AG, London Branch or the Management Company having conducted any investigations, due diligence, searches or other enquiries. Neither Deutsche Bank AG, London Branch nor the Management Company assumes any responsibility to notify investors of the content or results of any such investigations, due diligence, searches or other enquiries Past Performance of Basket Manager Prospective investors should not rely on any prior performance of the Basket Manager as an indication of the future performance of the Synthetic Managed Basket or of the Sub-Fund. The prior performance of the Basket Manager may not be indicative of future performance since, among other factors, trading opportunities and the economic and financial climate existing on and after the Launch Date will be different to that existing previously and will continue to differ. The Investment Strategy (as defined in Description of the Synthetic Managed Basket below) followed by the Basket Manager and the Investment Guidelines to which the Basket Manager is subject in relation to the Synthetic Managed Basket may differ from the investment strategy followed by, and restrictions imposed on, the Basket Manager in relation to other products or investments. Risks of Strategies The Basket Manager has agreed with the Management Company on behalf of the Sub-Fund to select Instruments to be notionally comprised within the Synthetic Managed Basket in accordance with its predetermined and stated Investment Strategy. No assurance can be given that the Basket Manager will follow the relevant Investment Strategy nor that the Investment Strategy followed by the Basket Manager will lead to any increase in the value of the Synthetic Managed Basket. Furthermore, there are potential limitations to the Investment Strategy. In particular, the Investment Strategy may be based to some extent on previous trends in the relevant markets, but there is no guarantee that such trends will be repeated in the future. The Investment Strategy followed by the Basket Manager may also depend on Instruments being notionally realised at certain times and no assurance can be given that this will coincide with the time when the Synthetic Managed Basket are valued or the time when the Synthetic Managed Basket are valued. In particular, the Instruments selected may have experienced significant volatility over the specified period. 290
Portfolio Turnover Turnover of the investment components to which the Synthetic Managed Basket is exposed may be higher than the average for more traditional portfolios. Accordingly, higher than average transaction and commission costs may be deducted out of the assets of the Synthetic Managed Basket from time to time, and the value of the Sub-Fund s Shares may be negatively affected. Concentration of Investments Subject always to the Investment Guidelines, because the Basket Manager anticipates investing the Synthetic Managed Basket s assets in exposures to a limited number of investments which may be concentrated in a few countries, industries, sectors of the economy or issuers, the negative impact on the value of the Synthetic Managed Basket s, and consequently, the Sub-Fund s, value from adverse movements in a particular economy or industry or in the value of the securities of a particular issuer could be considerably greater than if the Basket Manager were not permitted to concentrate its exposures to such an extent. Changes to the Synthetic Managed Basket Investment Objective, the Investment Strategy and Investment Guidelines The Basket Manager may at any time propose changes to the Synthetic Managed Basket Investment Objective and Investment Strategy relating to the Synthetic Managed Basket (so long as such changes do not conflict with the Investment Guidelines) to the Management Company (acting on behalf of the Sub-Fund) and the Basket Administrator. Such changes may then be effected provided that the Management Company (acting on behalf of the Sub-Fund), agrees to such changes, and provided that all necessary regulatory requirements, including the attainment of any necessary approvals and pre-notification to investors, have been complied with. Basket Manager Compensation As described and defined below under Description of the Synthetic Managed Basket, the Management Fee and the Incentive Fee, which may be substantial, which represent remuneration for the performance by the Basket Manager of its obligations pursuant to the Basket Management Agreement, will be deducted from the value of the Synthetic Managed Basket. Performance-related fees may create an incentive for the Basket Manager to make investments that are riskier or more speculative than would be the case if such fees were not applicable to the Synthetic Managed Basket. In addition, since the performance fees may be calculated on a basis that includes both unrealised and realised gains on the Synthetic Managed Basket s assets, such fees may be greater than if they were based solely on realised gains. The deduction of the Basket Management Fee and the Incentive Fee will mean that the value of the Synthetic Managed Basket is less than would be the case if no such fees were deducted. The Net Asset Value per Share of each Share in the Sub-Fund will reflect a pro rata portion of the performance fees described above, irrespective of the date on which that Share was subscribed. The Sub-Fund does not attempt to equalise the treatment of Shareholders with respect to the impact of these fees on the value of their individual shareholdings. As a result, the impact of performance fees on Shareholders will be different than if such fees were individually calculated for each Shareholder based on the performance of that Shareholder's investment. Whether a Shareholder is disadvantaged or advantaged by this will depend on the timing of investments by that Shareholder and the performance of the Sub-Fund. Potential investors should ensure that they understand the basis on which performance fees are charged and the implications for them of the Sub- Fund not applying any form of equalisation. Basket Administration and Other Fee The determination of the value of the Synthetic Managed Basket includes the deduction of the Basket Administration and Other Fee (as defined below under Description of the Synthetic Managed Basket ) which represents the remuneration of Deutsche Bank AG, London Branch acting in its various capacities with respect to the Synthetic Managed Basket and the Sub-Fund as well as other fees determined by the Basket Calculation Agent. The deduction of the Basket Administration and Other Fee (as defined below under Description of the Synthetic Managed Basket ) will mean that the value of the Synthetic Managed Basket is less than would be the case if no fees were deducted. Further Fees Various parties in relation to the Sub-Fund and related hedging arrangements (including those specified under Basket Manager Compensation and Basket Administration and Other Fee above) will receive certain fees for acting in such capacities, regardless of the performance of the Synthetic Managed Basket. Indemnification The Management Company, out of the assets of the Sub-Fund only, has agreed to indemnify each Basket Manager Indemnified Person (as defined in Description of the Synthetic Managed Basket Agreement - Indemnities below) and hold each Basket Manager Indemnified Person harmless against any and all losses to which any Basket Manager Indemnified Person may become subject and arising out of or based upon (i) any material breach of the representations, warranties, covenants or agreements contained in the Basket Management Agreement by the Management Company in relation to its management of the Sub-Fund, or the Sub-Fund or (ii) the fraud, gross negligence or wilful misconduct of the Management Company or the Sub- Fund; provided, however, that (A) the Management Company will not be liable in respect of any losses to the extent it is determined that such losses resulted directly or indirectly from the fraud, gross negligence or wilful misconduct of any Basket Manager Indemnified Person, and (B) the Management Company will not be liable to 291
any Basket Manager Indemnified Person for any indirect or consequential losses. These indemnification obligations of the Sub-Fund would be payable only from the assets of the Sub-Fund and are limited to the assets of the Sub-Fund. Such liabilities may be material and have an adverse affect on the returns to investors. Deutsche Bank as sole Swap Counterparty Deutsche Bank AG, London Branch may at any time be the sole Swap Counterparty to which the Sub-Fund is exposed through one or more OTC Swap Transactions. As a result, the Sub-Fund will be exposed to the credit risk of Deutsche Bank AG, London Branch. The level of such exposure will be subject to the restrictions on net counterparty risk imposed by applicable UCITS regulations and will be reduced by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars, as set out in Investment Objective and Policy above. Deutsche Bank Entities as agents Deutsche Bank AG, London Branch and DB Affiliates (each a Deutsche Bank Entity ) provide various services in respect of the determination of the Synthetic Managed Basket and the Sub-Fund. The failure by a Deutsche Bank Entity to provide such services may jeopardise the performance of the Synthetic Managed Basket and the Sub-Fund. In particular, Deutsche Bank Entities fulfil the roles of Basket Administrator, Basket Calculation Agent, Swap Counterparty and Swap Calculation Agent. Conflicts of Interest for Deutsche Bank Entities Conflicts of interest may exist between the Deutsche Bank Entities acting in other capacities. In performing each of the various services in relation to the Synthetic Managed Basket, Deutsche Bank Entities do not act on behalf of, or accept any duty of care or any fiduciary duty. Each relevant Deutsche Bank Entity will pursue actions and take steps that it deems necessary or appropriate to protect its interests. The Basket Manager may be in possession at any time of information in relation to Instruments notionally comprised in the Synthetic Managed Basket. Subject always to each party complying with its regulatory requirements, there is no obligation on any party to disclose any such information. Deutsche Bank Entities shall be entitled to receive fees or other payments and exercise all rights which they may have in connection with Hedging Arrangements (as defined below). Deutsche Bank Entities may be in possession at any time of information in relation to the Basket Manager. Basket Manager Conflicts of Interest and Parallel Trading The Basket Manager and its principal will not be required to refrain from any other business activity, except to the extent necessary to perform their obligations under the Basket Management Agreement (see Description of the Basket Management Agreement below). The Basket Manager and/or any of its respective members, officers, directors, employees, principals or affiliates (collectively, for purposes of this paragraph, Basket Manager Parties ) may at any time for their own accounts and/or on behalf or for the account of, persons other than the Sub-Fund (including, without limitation, investment vehicles to which the Synthetic Managed Basket and/or such other persons may be exposed) take a position or have a financial interest, render investment advice, and/or select or suggest investments (including reference obligations), which may be the same as, similar to, different from or adverse to, any investments or positions made or taken by the other private investment funds managed by the Basket Manager or its affiliates (the Basket Manager Funds ), the Synthetic Managed Basket or any underlying assets related thereto. The economic benefits potentially available to the Advisor Parties which arise out of the foregoing activities may present such Advisor Parties with a conflict between the pecuniary interests of the Advisor Parties, on the one hand, and any fiduciary duties of the Advisor Parties to the Basket Manager Funds or the Sub-Fund, on the other. In addition, the Basket Manager and its affiliates do at the Launch Date, and may in the future, provide advice to other Basket Manager Funds, some of which may follow investment programs similar to the Investment Strategy. The Basket Manager Funds may be subject to different fees and expenses, and the Basket Manager or its affiliates may own interests in some of such other Basket Manager Funds. The Basket Manager and its affiliates may give advice and recommend investments with respect to other Basket Manager Funds, which advice or investments may be identical to, or differ from, investments to which the Basket Manager exposes the Synthetic Managed Basket, even though their investment objectives may be the same or similar. The performance of the Basket Manager Funds will vary. As described above, one or more of the other Basket Manager Funds may trade substantially on a pari passu basis with the Sub-Fund and have portfolios that are substantially similar to that to which the Synthetic Managed Basket is exposed. The investors in such Basket Manager Funds may have the right to withdraw all or a portion of their capital from such Basket Manager Funds on shorter notice and/or with more frequency than investors in the Sub-Fund. Termination Right of the Swap Counterparty pursuant to OTC Swap Transactions The Sub-Fund may enter into OTC Swap Transactions that give the Swap Counterparty the right to terminate such OTC Swap Transactions, in its sole and absolute discretion, at any time (as further described in Termination of OTC Swap Transactions below). If the Swap Counterparty decides to exercise such termination right, it will reduce the exposure of the Sub-Fund to the Synthetic Managed Basket and may necessitate a termination payment from the Sub-Fund to the Swap Counterparty. It may also give the Board of 292
the Directors the right to terminate the Sub-Fund, if the Board of Directors so determine in their sole discretion as described above under General Information Relating to the Sub-Fund. If any OTC Swap Transactions are terminated in this manner, the Sub-Fund is under no obligation to seek any replacement OTC Swap Transactions and the Sub-Fund may be terminated in accordance with the above. If the Sub-Fund does choose to seek any replacement OTC Swap Transactions, no assurances are given that such replacements will be found. Termination of the Basket Management Agreement The Basket Management Agreement may be terminated by the Basket Manager, the Basket Administrator or the Management Company in certain circumstances as set out under Description of the Basket Management Agreement below. As a result, there can be no assurance that the services of the Basket Manager will remain available to the Sub-Fund. Where the Basket Management Agreement is terminated, the Swap Counterparty will have the right to terminate the OTC Swap Transactions which may, in turn, lead to the termination of the Sub-Fund (see Termination Right of the Swap Counterparty pursuant to OTC Swap Transactions above and Termination of OTC Swap Transactions below). Hedging Arrangements Deutsche Bank Entities may acquire or hold certain assets related to the Synthetic Managed Basket in order to meet obligations in respect of the OTC Swap Transactions (this is referred to as Hedging Arrangements ) or for any other purpose, but Deutsche Bank Entities are not required to do this. If they do, Deutsche Bank Entities will have certain rights as holders of such assets and will pursue actions and take steps that they deem appropriate to protect their own interests without regard to the consequences for investors in the Sub-Fund, subject always to its regulatory obligations. Hedging Arrangements will not be disclosed to investors in the Sub- Fund. Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected and that therefore the capital invested is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors could also bear all risks relating to the Hedging Asset as described under the section Risk Factors. 293
General Information Relating to the Sub-Fund Initial Issue Price See below under Description of the Shares. Minimum Net Asset Value USD 15,000,000. Reference Currency Offering Period Launch Date Termination Subscription Deadline and Redemption Deadline NAV Suspension Transaction Day Valuation Day Settlement Period Product Business Day Synthetic Managed Basket USD The Offering Period will start on 22 November 2010 and end at 2:00 p.m. (Luxembourg time) on 29 November 2010, or such earlier or later dates as the Board of Directors may determine. Means 1 December 2010 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time at its sole discretion. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide, in its sole discretion, to terminate the Sub-Fund if: (i) the Net Asset Value of the Sub-Fund is below the Minimum Net Asset Value; (ii) the Synthetic Managed Basket is cancelled for any reason as further described under Description of the Synthetic Managed Basket ; (iii) the appointment of the Basket Manager is terminated for any reason pursuant to the Basket Management Agreement; or (iv) an OTC Swap Transaction is terminated for any of the reasons set out under Termination of OTC Swap Transactions below. The subscription and redemption deadline for Shares is 2:00 p.m. (Luxembourg time) three Product Business Days prior to the relevant Transaction Day. In certain circumstances described in the section of the core Prospectus headed Temporary Suspension of Calculation of Net Asset Value and of Issues, Redemptions and Conversions, the calculation of the Net Asset Value of the Sub-Fund and also subscriptions and redemptions in the Sub-Fund may be suspended upon decision of the Board of Directors. These include, but are not limited to, the occurrence of a Potential Cancellation Event as described under Description of the Synthetic Managed Basket - Basket Adjustments, Suspension of Calculation and Cancellation. Means each Wednesday (or if such day is not a Synthetic Managed Basket Business Day (as defined below), the immediately following Synthetic Managed Basket Business Day), except for the last calendar week of each calendar month, where the Transaction Day shall be the last Synthetic Managed Basket Business Day of the month. Notwithstanding the foregoing, however, if the last Synthetic Managed Basket Business Day of any month is a Monday or a Tuesday, this Monday or Tuesday (as applicable) shall be a Transaction Day and the subsequent Wednesday shall not be a Transaction Day. Subscription and redemption orders for each Transaction Day must be received by the relevant Subscription and Redemption Deadline. Means three Product Business Days following each Transaction Day. The Net Asset Value for each Share Class will be calculated on each Valuation Day on the basis of the closing prices on the Transaction Day falling immediately prior to such Valuation Day. The standard settlement period for subscribing directly to Shares is five Product Business Days following the relevant Transaction Day. In respect of the redemption of Shares, the Registrar and Transfer Agent will issue instructions for payment or settlement to be effected no later than five Product Business Days following the relevant Transaction Day. Means a day (other than a Saturday or a Sunday) on which: The Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) system is open for business; Commercial banks and foreign exchange markets are open for normal business in Luxembourg, London and New York; and Each Clearing Agent is open for business. Means a day (other than a Saturday or Sunday) on which banks in London and New 294
Business Day Business Day Investment Manager Management Company Swap Counterparty Swap Calculation Agent Basket Manager Basket Administrator Basket Calculation Agent York City are open for business. A day which is both a Product Business Day and a Synthetic Managed Basket Business Day. State Street Global Advisors Limited. DB Platinum Advisors. Deutsche Bank AG, acting through its London branch. Deutsche Bank AG, acting through its London branch. Paulson & Co. Inc. Deutsche Bank AG, acting through its London branch. Deutsche Bank Index Quant, an independent research unit within Deutsche Bank AG, London Branch, which may utilise the services of one or more of its affiliates. 295
Description of the Shares Form of Shares I1C-E I1C-U I1C-G I1C-J R1C-E R1C-U R1C-G R1C-J Registered Share or Bearer Share represented by a Global Share Certificate Initial Issue Price EUR 100 USD 100 GBP 100 JPY 10,000 EUR 10,000 USD 10,000 GBP 10,000 JPY 1,000,000 German Security Identification Number (WKN) A1C0X4 A1C0X5 A1C0X6 A1C0X7 A1C0X8 A1C0X9 A1C0YA A1C0YB ISIN Code LU0519511157 LU0519511314 LU0519511587 LU0519519135 LU0519511744 LU0519512049 LU0519512478 LU0519519564 Minimum Initial Subscription Amount 500 Shares 500 Shares 500 Shares 500 Shares 1 Share 1 Share 1 Share 1 Share Management 0.11% p.a. 0.11% p.a. 0.11% p.a. 0.11% p.a. 0.86% p.a. 0.86% p.a. 0.86% p.a. 0.86% p.a. Company Fee 1 Upfront Subscription Sales Charge during/after the Offering Period 2 N/A N/A N/A N/A Up to 5.00% Up to 5.00% Up to 5.00% Up to 5.00% Fixed Fee 0.10% p.a. 0.10% p.a. 0.10% p.a. 0.10% p.a. 0.10% p.a. 0.10% p.a. 0.10% p.a. 0.10% p.a. Taxe d Abonnement 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Conversion Charge 3 Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% Up to 1.00% 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned on the above table) applied to the last available Net Asset Value of the relevant Share Classes. 2 The Upfront Subscription Sales Charge during the Offering Period, the amount of which will revert to the relevant Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price of the relevant Share Class. The Upfront Subscription Sales Charge after the Offering Period, the amount of which will revert to the relevant Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the relevant Share Class. 3 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including the Launch Date. 296
Termination of OTC Swap Transactions The Sub-Fund may enter into OTC Swap Transactions that give the Swap Counterparty the right to terminate such OTC Swap Transactions, in its sole and absolute discretion, at any time, following the occurrence of certain specified events. The events giving rise to such a right are: (a) an event of default or termination event under an OTC Swap Transaction, (b) the termination or material amendment, without the prior written consent of the Swap Counterparty, of (i) the constituent documents of the Company, (ii) the investment policies, procedures, restrictions, or guidelines relating to the Sub-Fund, (iii) the disclosure document of the Company, or (iv) the power of attorney or trading authorisation by the Sub-Fund issued in favour of the Management Company; (c) a change in law that (i) imposes or adversely modifies, in any material respect, any reserve, special deposit, or similar requirement; or (ii) materially affects the amount of regulatory capital to be maintained by any party to an OTC Swap Transaction; (d) a material and continuing breach of the Investment Guidelines; (e) the failure by the Management Company to deliver to the Swap Counterparty any of the documents or information required pursuant to an OTC Swap Transaction; or (f) a Potential Cancellation Event. General Description of the Underlying Asset The Underlying Asset is the Synthetic Managed Basket which is a notional basket of investments consisting of a wide range of securities and financial instruments, which is described below. Paulson & Co. Inc. has been appointed by the Management Company on behalf of the Sub-Fund as Basket Manager in relation to the Synthetic Managed Basket pursuant to the Basket Management Agreement between the Management Company (acting on behalf of the Sub-Fund), the Basket Manager, the Basket Administrator, the Basket Calculation Agent, each of which is described below. Description of the Basket Management Agreement The Management Company on behalf of the Sub-Fund has appointed the Basket Manager to manage the Synthetic Managed Basket in accordance with the terms set out in the Synthetic Managed Basket Description and the Basket Management Agreement. The value of the Synthetic Managed Basket to a large extent will be determined by reference to the changes in value of each of the Instruments chosen by the Basket Manager and notionally comprised in the Synthetic Managed Basket. Each Instrument within the Synthetic Managed Basket is selected solely by the Basket Manager in accordance with the Investment Strategy, the Investment Guidelines and the Basket Management Agreement. General The Basket Management Agreement sets out the agreement by the Basket Manager to perform its obligations under the Synthetic Managed Basket Description (which includes compliance with the Investment Strategy and Investment Guidelines) and to comply with the other terms of the Basket Management Agreement. The Basket Manager also represents and warrants that it will maintain all material approvals and consents from any applicable governmental entity and that it will comply with all law and regulations applicable to the Basket Manager in its capacity as Basket Manager of the Synthetic Managed Basket pursuant to the Basket Management Agreement in force from time to time. Fees Fees in relation to the Basket Manager s appointment and services will be as separately agreed between the Management Company on behalf of the Sub-Fund and the Basket Manager from time to time. For further details, please see the sub-section entitled Fees under the section of this Product Annex entitled Description of the Synthetic Managed Basket. Termination of the Basket Manager Agreement No assurance is given that the services of the Basket Manager will continue to be available to the Sub-Fund. The appointment of the Basket Manager can be prematurely terminated in the following circumstances (as set out in more detail in the Basket Management Agreement): (a) by the Management Company: (i) (ii) if certain key persons cease (for any reason) to be associated with the Basket Manager or cease to devote a substantial amount of their business time to the Investment Strategy of the Synthetic Managed Basket, if the Management Company or a person designated by the Management Company has notified the Basket Manager that the Basket Manager has violated any terms or conditions of the Basket Management Agreement and the Management Company determines in its reasonable discretion that such violation has a material adverse effect on the Sub-Fund, the Synthetic Managed Basket, the Shareholders or the other parties to the Basket Management Agreement (and, in respect of certain 297
(iii) (iv) (v) (vi) (vii) (b) by the Basket Manager: (i) (ii) violations, the Basket Manager has not remedied such violation within any grace period that is applicable, as set out in the Basket Management Agreement), if the Synthetic Managed Basket is non-compliant with any Type 1 Investment Guideline or Type 2 Investment Guideline (each as defined below) and such noncompliance is notified to the Basket Manager by the Management Company, the Basket Administrator or any of their respective designated persons (and the Basket Manager has not remedied such breach within the grace period (if any) applicable to such Type 1 Investment Guideline or Type 2 Investment Guideline (as applicable), as set out in the Basket Management Agreement), if the Basket Manager (A) institutes any proceedings to adjudicate itself bankrupt or insolvent or there are any such proceedings instituted against it which in the opinion of counsel is non-frivolous and material to the business of the Basket Manager, (B) files a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy with respect to itself, (C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself, (D) makes any general assignment for the benefit of its creditors, (E) admits in writing its inability to pay its debts generally as they become due, or (F) takes any action in furtherance of any of the foregoing, by giving not less than six weeks written notice to the Basket Manager if the Synthetic Managed Basket NAV falls below USD 3 million, or if (A) any regulatory license, approval or registration of the Basket Manager, which is material to the business of the Basket Manager as an investment manager, is cancelled or under review due to the Basket Manager s wrongdoing, fraud, breach of any material rules or regulations (other than any wrongdoing, fraud or breach of any rule or regulation by the Fund), (B) Basket Manager or any principal or officer of the Basket Manager (who is material to the trading, operations or investment activities of the Basket Manager on a day to day basis), or the Management Company (1) is indicted for or convicted of or pleads guilty or does not contest an offence constituting fraud or a felony under any applicable securities laws, (2) is determined by any court or governmental or regulatory authority to have engaged in criminal or fraudulent conduct in violation of any applicable securities laws, or (3) is the target of any formal investigation or proceeding by any relevant governmental body or regulatory authority involving alleged criminal or fraudulent activity or due to a material violation of applicable securities laws relating to any trading activities of the Basket Manager, or (C) the Sub-Fund is terminated for any reason, or if any OTC Swap Transaction entered into by the Fund that references the Synthetic Managed Basket is terminated; or if any other party to the Basket Management Agreement has violated any terms or conditions of the Basket Management Agreement and the Basket Manager determines in its reasonable discretion that such violation has a material adverse effect on the Basket Manager, by giving not less than 30 days prior written notice to the other parties to the Basket Management Agreement, if the Sub-Fund effects any such proposed change to the Type 1 Investment Guidelines or to the Type 2 Investment Guidelines, (iii) after one year from the date of the Basket Management Agreement with ninety (90) days prior written notice to the other parties to the Basket Management Agreement, (iv) if either of the Fund or the Management Company has breached its indemnification obligations under the Basket Management Agreement, provided that, in each case, notification from the Basket Manager to such effect has been received by the other parties to the Basket Management Agreement and such failure to pay or breach of indemnification obligations will not have been remedied by the close of business of the third Business Day following the receipt by the party in breach of such notification; or (c) by the Management Company or the Basket Manager, if the Basket Manager is unable to perform its obligations and duties under the Basket Management Agreement or the Fund is prohibited from being exposed to the Synthetic Managed Basket due to (A) a change in any law after the execution of the Basket Management Agreement, including, but not limited to, a change in the interpretation of any existing law by any governmental entity, or (B) the adoption of any orders, rules, laws, statutes, regulations or other legal requirements after the execution of the Basket Management Agreement; or (d) by the Management Company or the Basket Administrator, if either of the Fund or the Basket Manager has breached its indemnification obligations under the Basket Management 298
Indemnities Agreement, provided that, in each case, notification from the Management Company or the Basket Administrator, as the case may be, to such effect has been received by the other parties to the Basket Management Agreement and such breach of indemnification obligations will not have been remedied by the close of business of the third Business Day following the receipt by the party in breach of such notification. In the Basket Management Agreement, the Basket Manager has agreed to indemnify the Fund, the Basket Administrator and the Basket Calculation Agent and each of their respective officers, directors, employees, successors and assigns (each, an Indemnified Person ), and hold each Indemnified Person harmless against any and all demands, judgments, actions or causes of action, obligations, deficiencies, assessments, costs, penalties, interest, expenses (including, without limitation, reasonable fees and expenses of counsel), losses, claims, damages or liabilities (collectively, Losses ) to which any Indemnified Person may become subject and arising out of or based upon (i) any material breach of the Basket Manager s representations, warranties, covenants or agreements contained in the Basket Management Agreement, or (ii) the fraud, gross negligence or wilful misconduct of the Basket Manager or its officers, directors, employees, successors and assigns, (each a Basket Manager Indemnified Person ); provided, however, that (A) the Basket Manager will not be liable in respect of any Losses to the extent that it is determined that such Losses resulted directly or indirectly from the fraud, gross negligence or wilful misconduct of any Indemnified Person, and (B) the Basket Manager will not be liable to any Indemnified Person for any indirect or consequential Losses. In the Basket Management Agreement, the Management Company out of the assets of the Sub- Fund only, has agreed to indemnify each Basket Manager Indemnified Person and hold each Basket Manager Indemnified Person harmless against any and all Losses to which any Basket Manager Indemnified Person may become subject and arising out of or based upon (i) any material breach of the representations, warranties, covenants or agreements contained in the Basket Management Agreement of the Management Company or the Sub-Fund or (ii) the fraud, gross negligence or wilful misconduct of the Management Company or the Sub-Fund; provided, however, that (A) the Management Company will not be liable in respect of any Losses to the extent it is determined that such Losses resulted directly or indirectly from the fraud, gross negligence or wilful misconduct of any Basket Manager Indemnified Person, and (B) the Management Company will not be liable to any Basket Manager Indemnified Person for any indirect or consequential Losses. In the Basket Management Agreement, each of the Basket Administrator and the Basket Calculation Agent (the DB Indemnifying Party ), has agreed to indemnify the Fund and its officers, directors, employees, successors and assigns (each a Fund Indemnified Person ) and each Basket Manager Indemnified Person (each Fund Indemnified Person and Basket Manager Indemnified Person an Other Indemnified Person ) and hold each Other Indemnified Person harmless against any and all Losses to which any Other Indemnified Person may become subject and arising out of or based upon (i) any material breach by such DB Indemnifying Party of its representations, warranties, covenants or agreements contained in the Basket Management Agreement or (ii) the fraud, gross negligence or wilful misconduct of such DB Indemnifying Party; provided, however, that (A) no DB Indemnifying Party will be liable in respect of any Losses to the extent it is determined that such Losses resulted directly or indirectly from the fraud, gross negligence or wilful misconduct of any Other Indemnified Person, and (B) no DB Indemnifying Party will be liable for any indirect or consequential Losses. Description of the Basket Manager The information contained in this section has been provided by the Basket Manager and has not been independently verified by the Sub-Fund, the Management Company or any other person. Accordingly, the Basket Manager assumes the responsibility for the accuracy, completeness and applicability of the information contained in this section concerning the Basket Manager. The Basket Manager assumes no responsibility for any other information contained in this Product Annex. The Basket Manager is Paulson & Co. Inc., a limited liability company established under the laws of the State of Delaware, United States whose principal is John Paulson. The Basket Manager has advised the Sub-Fund that it is registered as an investment adviser with the U.S. Securities and Exchange Commission under the Investment Advisers Act of the United States. According to the filings made by the Basket Manager and its affiliates with the United States Securities and Exchange Commission on 26 March 2010, the Basket Manager and its affiliates had over U.S.$32 billion in assets under management. The Basket Manager has advised the Fund that it is exempt from registration as a "commodity pool operator" and as a "commodity trading advisor" (each as defined in Sections 1a(4) and 1a(5), respectively, of the Commodity Exchange Act of the United States). 299
Description of the Synthetic Managed Basket This section sets out the description of the Synthetic Managed Basket in full (the Synthetic Managed Basket Description ), which may be amended from time to time pursuant to its terms and the terms of the Basket Management Agreement. The Synthetic Managed Basket described below takes the form solely of a set of books and records maintained by the Basket Administrator (as defined below) and does not give any party or any other person any legal or beneficial interest in any asset or liability recorded in the Synthetic Managed Basket, and no person will have any right to vote or otherwise participate in meetings of holders of the Instruments. Any action specified in this Synthetic Managed Basket Description in respect of the Synthetic Managed Basket will be effected solely by an amendment to such books and records. The Synthetic Managed Basket is a virtual portfolio of assets and liabilities and has no separate legal personality. As such, any references to investments made or positions taken in respect of the Synthetic Managed Basket are to notional investments or notional positions and the Synthetic Managed Basket Description shall be construed accordingly. General The Basket Manager has been appointed by the Sub-Fund to notionally trade and invest the assets of the Synthetic Managed Basket under the terms and conditions of the Basket Management Agreement. In investing the assets of the Synthetic Managed Basket, the Basket Manager is obliged to comply at all times with (i) the Investment Strategy; and (ii) the Investment Guidelines. Establishment and Nature of the Synthetic Managed Basket Establishment: The Synthetic Managed Basket is a virtual portfolio of assets and liabilities established by the Basket Administrator for the purposes of allowing the Sub-Fund to obtain an economic exposure to such assets. The Sub-Fund does not actually invest in the virtual cash and Instruments that make up the Synthetic Managed Basket but instead the Basket Administrator keeps track of how an actual investment in such cash and Instruments would have performed over time. The Management Company on behalf of the Sub-Fund has engaged the Basket Manager to allocate the assets in the Synthetic Managed Basket on a discretionary basis, subject always to the Investment Guidelines. The Sub-Fund then obtains exposure to the performance of the Synthetic Managed Basket by entering into one or more OTC Swap Transactions. On 1 December 2010 (the Effective Date ), the Synthetic Managed Basket will be deemed to start with assets equal to the aggregate issue price of the Shares on the launch date (and with the aggregate issue price of any Shares not denominated in USD being converted into USD at the spot rate obtained by the Investment Manager, in respect of aggregate issue price of such Shares, to exchange such other currency for USD), as determined by the Basket Calculation Agent in its sole discretion (the "Initial Synthetic Managed Basket NAV"). Thereafter, the value of the Synthetic Managed Basket will reflect what the value of the "virtual" portfolio would then be worth to an investor if that investor followed the same investment decisions as those made for the Synthetic Managed Basket by the Basket Manager (and subject to any further investment or withdrawals in the Synthetic Managed Basket as described below). For ease of tracking the performance of the Synthetic Managed Basket, the Synthetic Managed Basket shall be divided into sub-units (each, a Synthetic Managed Basket Unit ). On the Effective Date, the number of Synthetic Managed Basket Units will be equal to the Initial Synthetic Managed Basket NAV divided by USD100. On each subsequent occasion on which the Sub-Fund issues Shares, the Synthetic Managed Basket shall be deemed to be credited with the aggregate issue price of such Shares (and with the aggregate issue price of any Shares not denominated in USD being converted into USD at the spot rate obtained by the Investment Manager, in respect of the aggregate issue price of such Shares, to exchange such other currency for USD) (a "Credit Amount"). For such purposes, the aggregate issue price shall be taken following deduction of any applicable sales charge or other charge applicable on an issuance of Shares. In respect of each Credit Amount the number of Synthetic Managed Basket Units shall be increased by an amount equal to the Credit Amount divided by the prevailing Synthetic Managed Basket Unit Price (as defined below) as of the Valuation Day in respect of the Share issuance. In respect of an issuance of Shares, the Synthetic Managed Basket shall be credited with the Credit Amount on the relevant Transaction Day but such amount will not be available for investment by the Basket Manager and will not earn any return until the day falling five Product Business Days following the relevant Transaction Day. On each subsequent occasion on which the Sub-Fund redeems Shares, the Synthetic Managed Basket shall be deemed to be debited with the aggregate redemption price of such Shares (and with the aggregate redemption price of any Shares not denominated in USD being converted into USD at the spot rate obtained by the Investment Manager, in respect of the aggregate redemption 300
price of such Shares, to exchange such other currency for USD) (a "Debit Amount"). For such purposes, the aggregate redemption price shall be taken prior to deduction of any application redemption charge or other charge applicable on a redemption. In respect of each Debit Amount the number of Synthetic Managed Basket Units shall be decreased by an amount equal to the Debit Amount divided by the prevailing Synthetic Managed Basket Unit Price as of the Valuation Day in respect of the Share redemption. In respect of a redemption of Shares, the Synthetic Managed Basket shall be debited with the Debit Amount on the relevant Transaction Day. Notwithstanding its virtual nature, it is easiest to think of the Synthetic Managed Basket in the same way as one would think of a real portfolio of assets and any associated liabilities. Where this Synthetic Managed Basket Description talks of actions being taken by or on behalf of the Synthetic Managed Basket (such as there being an investment, sale or liquidation of assets or liabilities of the Synthetic Managed Basket, or of the Synthetic Managed Basket entering into transactions with certain parties, or of the Synthetic Managed Basket making payments of certain liabilities), this should be understood as meaning that the relevant action will have the same effect on the value and composition of the virtual Synthetic Managed Basket as it would have on a real portfolio of assets and associated liabilities held by an investor. The Synthetic Managed Basket is subject to the deduction of Fees (as defined and set out in Fees below), which can be thought of as being akin to the fees that would be incurred by an investor if it appointed a discretionary asset manager to manage its portfolio together with certain administrative and other fees and expenses, as described below. To the extent necessary, the Basket Manager will liquidate Instruments held in the Synthetic Managed Basket to provide sufficient cash for the Synthetic Managed Basket to meet any such liabilities. Basket Administrator and Basket Calculation Agent: Deutsche Bank AG, London Branch (and any successor in this capacity) will act as the Basket Administrator, and Deutsche Bank AG, London Branch through Deutsche Bank Index Quant, an independent research unit which may utilise the services of one or more of its affiliates (and any successor in this capacity) will act as the Basket Calculation Agent. The Basket Administrator and the Basket Calculation Agent will make determinations required by, and described in, this Synthetic Managed Basket Description on each Synthetic Managed Basket Business Day. All determinations made by the Basket Administrator and the Basket Calculation Agent will be made by them in good faith and acting in a commercially reasonable manner and will be made by reference to one or more factor(s) which they may determine are appropriate. The Basket Calculation Agent will perform all determinations of Synthetic Managed Basket values pursuant to this Synthetic Managed Basket Description, including determining the Synthetic Managed Basket NAV (as defined below) and Synthetic Managed Basket Unit Price, as described and defined in Valuation of the Synthetic Managed Basket Valuation. The Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price will be reported by the Basket Calculation Agent to the Basket Administrator as provided in Valuation of the Synthetic Managed Basket Valuation. Except as set out in paragraph (j) of Valuation of the Synthetic Managed Basket -Valuation below, any determination of the Basket Calculation Agent and the Basket Administrator will be final, conclusive and binding on all parties unless there is a manifest error. Basket Manager: The Basket Manager, the Basket Administrator, the Basket Calculation Agent and the Management Company on behalf of the Sub-Fund each acknowledge that the Management Company on behalf of the Sub-Fund has the right to determine the composition of the Synthetic Managed Basket from time to time and that the Management Company on behalf of the Sub-Fund has appointed the Basket Manager under the Basket Management Agreement to act on the Sub- Fund s behalf to exercise such rights. All references to the Basket Manager in this Synthetic Managed Basket Description are to the Basket Manager acting for and on behalf of the Sub-Fund. Neither the Basket Administrator nor the Basket Calculation Agent endorse or otherwise recommend the Basket Manager and no investigation or due diligence carried out by the Basket Administrator or the Basket Calculation Agent (if any) with respect to the Basket Manager will be construed as an endorsement or recommendation of the Basket Manager s suitability for such role. Any investigations, due diligence, searches or other enquiries made by the Basket Administrator or the Basket Calculation Agent in respect of the Basket Manager are made by them for their own benefit and for their own purposes in accordance with their own criteria. No representations or warranties have been or are given by the Basket Administrator or the Basket Calculation Agent in respect of the Basket Manager and the Management Company on behalf of the Sub-Fund should place no reliance on the Basket Administrator or the Basket Calculation Agent having conducted any investigations, due diligence, searches or other enquiries. Neither the Basket Administrator nor the Basket Calculation Agent assumes any responsibility to notify the Management Company on behalf of the Sub-Fund of the content or results of any such investigations, due diligence, searches or other enquiries. 301
Composition of the Synthetic Managed Basket Composition: The Synthetic Managed Basket comprises a virtual investment in cash, liabilities and Instruments selected by the Basket Manager in accordance with the Investment Strategy and in compliance with the Investment Guidelines (as defined below). The Synthetic Managed Basket will only be exposed to investments that it would be permissible for the Sub-Fund to invest in pursuant to the section entitled Investment Restrictions in the Prospectus. All exposures of the Synthetic Managed Basket shall be subject to the restrictions that would be applicable to the Sub-Fund were it to make such investment directly, as set out in such section of the Prospectus (the Type 1 Investment Guidelines ). The Synthetic Managed Basket will also be subject to additional investment guidelines (the Type 2 Investment Guidelines and together with the Type 1 Investment Guidelines, the Investment Guidelines ). The Type 2 Investment Guidelines can be sub-divided into a number of categories including, without limitation: (1) Leverage: The use of leverage or gearing in the Synthetic Managed Basket will increase the volatility of the returns of the Synthetic Managed Basket. The Type 1 Investment Guidelines place limits on the exposure of the Synthetic Managed Basket to issuer risk, OTC counterparty risk and the global risk exposure of the Synthetic Managed Basket resulting from the use of financial derivative instruments, all in accordance with the CSSF Circular 11/512. In addition, the Type 2 Investment Guidelines may place restrictions on the specific types of leveraged Instruments and limits on the overall leverage to which the Synthetic Managed Basket may be exposed, in particular they provide that (i) the gross market value of all positions (excluding cash) to which the Synthetic Managed Basket is exposed is limited a maximum of two times the Synthetic Managed Basket NAV, (ii) the market value of all long positions (excluding long positions in put options) to which the Synthetic Managed Basket is exposed shall never exceed 150% of the Synthetic Managed Basket NAV, and (iii) the net exposure of the Synthetic Managed Basket shall never exceed 100% net long or minus 20% net short, as applicable, of the Synthetic Managed Basket NAV. (2) Liquidity: The Type 2 Investment Guidelines may prevent the Synthetic Managed Basket from being exposed to more than a specified proportion of the total issue size of any particular Instrument and may also impose restrictions on the exposure of the Synthetic Managed Basket based on the average daily trading volume of Instruments. If the Sub- Fund were to receive a high volume of redemption requests from Shareholders, any resulting partial termination of any OTC Swap Transaction to which the Sub-Fund may be a party and unwind by the counterparty to such OTC Swap Transaction of its own hedging arrangements could impact the value of the Instruments to which the Synthetic Managed Basket is exposed and have a negative impact on the Synthetic Managed Basket NAV. The Type 2 Investment Guidelines relating to liquidity are designed to reduce this risk by restricting the exposure of the Synthetic Managed Basket to less liquid Instruments. (3) Concentration: There may be high levels of correlation between the performance of securities that are issued by entities operating in the same or similar industries, sectors or geographical regions. The Type 1 Investment Guidelines include limits on the exposure that the Synthetic Managed Basket may have to individual securities but do not include limits based on exposure to particular industries, sectors or geographical regions. The Type 2 Investment Guidelines may include limits on the exposure of the Synthetic Managed Basket to particular industries, sectors and geographical regions on a gross or net basis in order to limit the concentration risk of the Synthetic Managed Basket and reduce the impact on the Synthetic Managed Basket of a change in the performance or outlook of a particular industry, sector or geographical region. (4) Additional Guidelines: The Type 2 Investment Guidelines may prevent the Synthetic Managed Basket from being exposed to, or limit its exposure to, certain Instruments based on the classification of such Instruments under securities legislation in the United States or elsewhere. The Type 2 Investment Guidelines may also impose restrictions on the ability of the Synthetic Managed Basket to be exposed to certain types of Instrument, for example, credit default swaps. The Synthetic Managed Basket will only be exposed to distressed securities if such securities qualify as transferable securities for the purposes of the Type 1 Investment Guidelines, or where such distressed securities are not transferable securities, if the total exposure of the Synthetic Managed Basket to such securities does not exceed a maximum of 10% of Synthetic Managed Basket NAV. The Type 2 Investment Guidelines provide that the gross market value of all mortgage-backed securities in the Synthetic Managed Basket may not exceed 20% of the Synthetic Managed Basket NAV. By imposing restrictions on the Instruments to which the Synthetic Managed Basket may be exposed, the Type 2 Investment Guidelines may result in the performance of the Synthetic 302
Managed Basket being lower than would be the case were such Type 2 Investment Guidelines not in place. See Risk Factors - Instruments and the Synthetic Managed Basket above. The Type 2 Investment Guidelines that will apply as of the Launch Date have been agreed between the Management Company (on behalf of the Sub-Fund) and the Basket Administrator and will be subject to amendment from time to time, at the request of the Basket Manager, upon the agreement of the Management Company (on behalf of the Sub-Fund). Any change to the Type 2 Investment Guidelines will be subject to the consent of the Basket Administrator and, if required, any regulatory approvals or actions in connection therewith. To the extent that the disclosure in this Product Annex does not accurately reflect the Type 2 Investment Guidelines following any amendment thereto, this Product Annex will be updated to reflect such amendment. Copies of the Type 2 Investment Guidelines are available to Shareholders, on request, from the Company's registered office and at the registered office of the Distributor and/or the relevant Sub-Distributor. The Type 1 Investment Guidelines may also be subject to change however, no changes may be made to the Type 1 Investment Guidelines unless such change is to effect a change in the restrictions imposed by the UCITS Directive or any change in any UCITS regulations applicable to the Company or the Sub- Fund. If the Instruments comprised in the Synthetic Managed Basket increase in value, this will have a positive effect on the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price or, if they decrease in value, a negative effect. Investment Objective: The principal investment objective of the Synthetic Managed Basket (the Synthetic Managed Basket Investment Objective ) is to achieve capital appreciation, independent of the returns of the overall equity and debt markets, through the use of event-driven investment strategies, such as merger arbitrage, distressed securities, relative value and special situations. The Synthetic Managed Basket s exposures will be monitored and adjusted from time to time to factor in current information relating to the companies involved in the risk arbitrage transaction and general market trends. The Basket Manager may consult with, among others, research analysts, company officials, other arbitrageurs, lawyers and consultants to consider relevant legal, regulatory and investment issues on behalf of the Synthetic Managed Basket. Investment Strategy: The Basket Manager will adjust the weighting of the Synthetic Managed Basket constituents and the exposure to Instruments in accordance with the Investment Strategy. The Investment Strategy of the Synthetic Managed Basket is based on the use of event-driven investment strategies, such as merger arbitrage, distressed securities, relative value and special situations (each as described below). The Basket Manager will use its experience and knowledge to select on behalf of the Synthetic Managed Basket, opportunistically, exposures to investments using those strategies that it believes will generate attractive risk-adjusted returns. The Basket Manager may, in its sole discretion, use exposures to other investment techniques and strategies that should, in its opinion, maximize capital appreciation with, in the opinion of the Basket Manager, an acceptable level of risk. In allocating the Synthetic Managed Basket s assets among the strategies, the Basket Manager will take into account the overall level of investment activity and liquidity in each, overall market liquidity, the availability of financing for transactions and the economic outlook. The Synthetic Managed Basket may have all of its investment exposures in a single strategy based on the Basket Manager s assessment of the opportunities in that strategy as compared to the others. The Synthetic Managed Basket may be exposed to a wide range of securities and financial instruments on behalf of the Synthetic Managed Basket. The Basket Manager generally bases its investment decisions on both internally generated research and research obtained from outside sources in order to consider relevant investment, legal and regulatory issues. It evaluates the downside/upside potential and, in the case of securities subject to extraordinary corporate transactions, the probability of transaction completion in order to calculate expected returns. It may use trading strategies to minimize its loss exposure in specific situations. All of the Synthetic Managed Basket s investment exposures are continuously monitored to factor in all current information relating to the issuers of specific securities, other companies involved in an investment situation, and the financial markets. Merger Arbitrage A significant portion of the Synthetic Managed Basket s assets may be exposed to investments in securities subject to merger and acquisition transactions, a strategy known as merger arbitrage. These transactions may be implemented through cash tender offers, cash mergers, exchange offers, stock mergers, or other means. Generally, when these transactions are contemplated or announced, the securities of the target company will trade at a discount or spread to the value of the consideration offered. The arbitrageur derives its profit or loss by realizing the spread, plus any dividends and interest received, and less transaction costs such as broker s commissions and interest expense. Following the public announcement of a proposed merger, acquisition or similar transaction, the Basket 303
Manager determines whether or not the Synthetic Managed Basket should take a portfolio position with exposure to the transaction. This determination normally is made after: (i) a review of information regarding the proposed transaction and the companies involved; (ii) an evaluation of the securities available for purchase and offered as consideration in the transaction; (iii) an estimate of the time until completion of the transaction; (iv) a study of possible risks and problems that could delay or cause cancellation of the transaction; (v) a study of tax implications of possible investment strategies; (vi) a determination as to what, if any, hedging strategy should be used; (vii) a projection of the expected value and annualized rate of return for the transaction is made; and (viii) a decision as to how much capital, if any, to allocate to an exposure to the transaction. If the Basket Manager determines that it is probable that the transaction will be consummated at the proposed or higher price and that securities can be purchased at a sufficient discount to the expected value, then the Basket Manager may cause the Synthetic Managed Basket to become exposed to a purchase of shares of the target company. After establishment of an initial position, the Basket Manager may increase or decrease the Synthetic Managed Basket s position based on subsequent events and information. If the transaction is consummated, the Basket Manager will then cause the Synthetic Managed Basket to be exposed to a transaction mirroring the effect of an investor exchanging the shares of the target company which it has accumulated for the cash or securities, as the case may be, issued by the offeror and, if applicable, may cover its synthetic short position in the securities of the offeror. Because the Synthetic Managed Basket s profit from a long arbitrage investment is largely related to the consummation of a transaction, the Synthetic Managed Basket will not ordinarily be exposed to an acquisition of the securities of a company involved in an announced transaction that the Basket Manager believes will not be consummated. In such cases, the Synthetic Managed Basket may, subject always to the Investment Guidelines, synthetically sell short the securities of the target company in the expectation that if the transaction is not completed, the price of the securities of the target company will decline. If the transaction is not consummated and the price of the target company s securities declines, the Synthetic Managed Basket will then realise a profit from its synthetic short position. The Synthetic Managed Basket may cause the Synthetic Managed Basket to become exposed to an investment in securities of companies that are not currently involved in an extraordinary corporate event, but about which publications or other sources of public information suggest a possibility of such future activity. Distressed Securities General The Synthetic Managed Basket may be exposed to distressed securities. Distressed securities are securities of companies that are undergoing financial or operating difficulties and that are engaged in debt restructuring, reorganisation or liquidation (in or outside of the framework of the bankruptcy laws). Exposure to distressed securities can represent significant profit opportunities. Companies may become financially distressed due to operational difficulties or excessive amounts of debt. These securities may present the Synthetic Managed Basket with substantial opportunities to profit from the reorganisation of companies, either through out of court restructurings or other reorganisation processes. In these restructurings, the securities may be exchanged for new securities, or the value of the securities may be enhanced by changes to the capital structure or through operational changes. Structural inefficiencies in these markets may contribute to the profit potential inherent in distressed securities. These inefficiencies may include the necessity of certain holders to sell the securities when the companies credit ratings deteriorate below specified ratings. Distressed securities may consist of common or preferred stock or bonds, leases, trade claims or other commercial paper. It is possible that some of the securities may not be widely traded. Other High Yield Securities The Basket Manager may cause the Synthetic Managed Basket to become exposed to purchases of high yield securities that the Basket Manager believes to be trading at prices below their potential value. The Basket Manager looks for those companies which are potentially subject to a reorganisation or acquisition attempt, upon the occurrence of which the debt securities are expected to rise in value. The Basket Manager may cause the Synthetic Managed Basket to become exposed to purchases of such securities in anticipation of such extraordinary events. The profit realised, if any, will typically be the difference between the price of the securities at the time the Synthetic Managed Basket becomes exposed to such purchase and the consideration received in any subsequent sale, exchange offer or tender offer plus any interest payments received during the period between the Synthetic Managed Basket becoming exposed to such purchase and the extraordinary event. Synthetic Short Sales If the Basket Manager determines that a proposed transaction event will not be consummated, a restructuring will result in a value for individual securities that will be lower than current market prices, or for any other reason, the Basket Manager may, subject always to the Investment 304
Guidelines, cause the Synthetic Managed Basket to be exposed, through a financial derivative instrument ( FDI ), to a synthetic short sale of the securities of the distressed company involved. The Synthetic Managed Basket would take this position in the expectation of realising a profit from its exposure to the synthetic short sale if the purchase price of the securities falls below the initial price referenced at the time of taking an exposure to the synthetic short sale. As the short sales to which the Synthetic Managed Basket are exposed are synthetic, they do not involve the sale or purchase of physical securities, but instead result in the short-selling party making or receiving a payment at a future date based on the price of the relevant security at a specified future reference date. The use of an FDI mirrors the economic effect of the Synthetic Managed Basket making a synthetic short sale but will comply with applicable UCITS regulations limiting net counterparty exposure. If the proposed transaction event is not consummated or the bankruptcy reorganisation plan results in disappointing value, and the price of the distressed company s securities declines, the exposure to a synthetic short sale may result in a profit for the Synthetic Managed Basket. The profit realised, if any, will be the price differential between the initial price referenced in the synthetic short sale and the price of the securities at the later time specified in the synthetic short sale, less any interest or dividend payments on the securities during the period between the short sale and the repurchase. If the price of the distressed company s securities falls in the period between the Synthetic Managed Basket taking an exposure to the synthetic short sale and the reference date, the Synthetic Managed Basket NAV will reflect an increase based on the difference between these two prices. If the price of the distressed company s securities increases over this period, the Synthetic Managed Basket NAV will reflect a reduction based on the difference between these two prices. Relative Value The Synthetic Managed Basket may be caused from time to time to be exposed to investments on the basis of relative value, buying and selling securities issued by two comparable companies or comparable securities issued by a single company. The securities involved may be trading at similar levels where the underlying financial performance of the issuer(s) and general economic conditions suggest that one security should be worth more than the other; by taking an exposure to a purchase of the relatively undervalued security while taking an exposure to a sale of the relatively overvalued security, as the market incorporates the information available about the issuers, a profit can be realised on a growing spread between the exposures to the two securities. Alternatively, the securities involved may be trading at significantly divergent levels where the underlying financial performance of the issuer(s) and general economic conditions suggest that the two securities are of similar value; by taking an exposure to a purchase of the relatively undervalued security while taking an exposure to the sale of the relatively overvalued security, as the market incorporates the information available about the issuers, a profit can be realised as the spread between the exposure to the two securities collapses. In some cases it may be an extraordinary corporate transaction that will cause the spread between two securities to increase or decrease, and by researching and evaluating the likelihood, timing and terms of such a transaction, the Basket Manager will be able to take advantage of inefficient relative security prices on behalf of the Synthetic Managed Basket. In a relative value investment strategy, positions are typically hedged to isolate the pricing discrepancies perceived by the Basket Manager and to minimize overall market risk. On occasion, relative value trading is used to synthetically create financial exposure to the value of a particular set of assets within a large corporate structure. Special Situations Spin-offs, recapitalizations, proxy fights, litigation, liquidations, balance sheet (capital structure) arbitrage, undervalued securities with anticipated catalysts, and other special situations will, from time to time, present investment opportunities to the Synthetic Managed Basket. The Basket Manager will research these events and make judgments as to the profit opportunity presented by participating, either through synthetic long or short positions, in these investments on behalf of the Synthetic Managed Basket. The valuation of securities, timing and risks of completion will be taken into account. The Basket Manager will employ valuation techniques in evaluating Special Situations similar to those used in evaluating Merger Arbitrage, Distressed Securities and Relative Value investments. Diversification The Basket Manager generally seeks on behalf of the Synthetic Managed Basket to reduce risk by diversification. In making portfolio decisions, the Basket Manager will allocate the Synthetic Managed Basket s portfolio holdings to those transactions and companies which, in light of investment considerations, market risks and other factors, provide an optimum risk/return relationship. 305
The Basket Manager may cause the Synthetic Managed Basket to become exposed to investments in securities of companies which are not currently involved in a Risk Arbitrage Transaction, but about which publications or other sources of public information suggest a possibility of such future activity. Types of Investments The Investment Guidelines (as described above) permit the Basket Manager to become exposed to investments in a range of investment products, including, but not limited to, equities that are listed on securities exchanges, corporate bonds, government bonds, convertible bonds, residential mortgage-backed securities, credit default swaps, certain futures, warrants and options and other over-the-counter products ( Instruments ). The Basket Manager may also cause the Synthetic Managed Basket to be exposed to cash and/or cash equivalents if it believes an exposure to such instruments is appropriate. In furtherance of its Synthetic Managed Basket Investment Objective, the Basket Manager will on behalf of the Synthetic Managed Basket focus on exposures to investing and trading in common stock, but may also take exposures to trades and investments in other equity securities, debt instruments, options relating to any of the foregoing, warrants, convertible and other derivative securities, and other securities. But for certain exceptions as provided under the Investment Guidelines, the Basket Manager will not cause the Synthetic Managed Basket to be exposed to securities that are not listed on a securities exchange. The Basket Manager will cause the Synthetic Managed Basket to be exposed to securities which are both rated and unrated. In addition, subject to the restrictions contained herein, the Basket Manager may choose to expose the Synthetic Managed Basket to a more limited class of assets from time to time as permitted by the Investment Guidelines. Neither the Basket Administrator nor the Basket Calculation Agent authorise, endorse, ratify or otherwise recommend any Investment Strategy or the selection of Instruments by the Basket Manager and none of them accept any liability or responsibility whatsoever for the performance of the Basket Manager, the selection of Instruments, any Investment Strategy or the resulting performance of the relevant Instruments or the Synthetic Managed Basket. In particular, in selecting the Instruments and determining the Investment Strategy, the Basket Manager is not acting as agent for or otherwise on behalf of either the Basket Administrator or the Basket Calculation Agent each of whom, accordingly, will not have any liability (whether in negligence or otherwise) for any act or default of the Basket Manager. Compliance with Investment Guidelines: a) The Basket Manager will ensure that the composition of the Synthetic Managed Basket, which will be determined based on the values of the assets and investments in question used to determine the Synthetic Managed Basket NAV and the Synthetic Managed Basket Unit Price (each, as defined below), is in compliance with the Investment Guidelines. However, the Basket Manager will not be liable for any non-compliance where the Synthetic Managed Basket breaches the limits set out in the Investment Guidelines for reasons beyond the control of the Basket Manager (save that this shall not limit its liability for any failure to comply with paragraph (b) below). b) If (i) at any time the composition of the Synthetic Managed Basket is not in compliance with the Investment Guidelines and (ii)(a) the Basket Administrator or the Management Company on behalf of the Sub-Fund delivers written notice to such effect to the Basket Manager or (B) the Basket Manager becomes aware of such non-compliance, the Basket Manager must adopt as its priority objective for its transactions in respect of the Synthetic Managed Basket the remedying of such non-compliance, taking due account of the interests of the Sub-Fund. In any event, any such non-compliance must be remedied as soon as practicable upon receipt of written notice of such non-compliance from the Management Company on behalf of the Sub-Fund or the Basket Administrator or the Basket Manager becoming aware of such non-compliance. In respect of any non-compliance with a Type 1 Investment Guideline, (i) upon the Basket Administrator or the Management Company delivering written notice of such non-compliance to the Basket Manager or (ii) the Basket Manager becoming aware of such non-compliance, the Basket Manager shall consult with the Basket Administrator and the Management Company. The Management Company shall, following consultation with the Basket Manager, determine an appropriate remedial period and notify the Basket Manager and the Basket Administrator of such remedial period, following which, the Basket Manager shall take such action as may be required to remedy such non-compliance within such remedial period, provided that the Management Company may agree to extend such remedial period following further consultation between the Basket Manager, the Management Company and the Basket Administrator. c) Notwithstanding anything to the contrary in this Synthetic Managed Basket Description or in any other agreement between any of the Basket Manager, the Basket Administrator, the Basket Calculation Agent and the Management Company on behalf of the Sub-Fund, the 306
Management Company on behalf of the Sub-Fund, at the request of the Basket Manager and subject to the consent of the Basket Administrator, may make changes to the Type 2 Investment Guidelines from time to time. No changes may be made to the Type 1 Investment Guidelines unless such change is to effect a change in the restrictions imposed by the UCITS Directive or any change in any UCITS regulations applicable to the Company or the Sub-Fund. In the event that the Sub-Fund effects any such proposed change to the Type 1 Investment Guidelines or Type 2 Investment Guidelines, the Basket Manager shall have the right to terminate the Basket Management Agreement at its sole discretion and without penalty upon giving prior notice to the Management Company in accordance with the terms of the Basket Management Agreement. Valuation of the Synthetic Managed Basket Valuation: a) The currency of the Synthetic Managed Basket is USD. The Basket Calculation Agent will determine the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price as of each Valuation Day. The Basket Calculation Agent will provide to the Basket Administrator the Synthetic Managed Basket NAV and the Synthetic Managed Basket Unit Price in respect of each Valuation Day as soon as reasonably practicable following the relevant Valuation Day. b) The Basket Calculation Agent will determine the Synthetic Managed Basket NAV by deducting the liabilities of the Synthetic Managed Basket from the assets of the Synthetic Managed Basket as of the close of business (New York City time) on the Valuation Day. Assets include the value of all Instruments forming part of the Synthetic Managed Basket, the sum of any cash amounts held in the Synthetic Managed Basket and accrued interest thereon. Liabilities include all liabilities including any obligations under transactions, borrowings, accrued expenses and any contingencies (including tax) for which reserves are determined to be required. c) The Basket Calculation Agent will determine the Synthetic Managed Basket Unit Price, by dividing the Synthetic Managed Basket NAV as of the relevant Valuation Day by the number of Synthetic Managed Basket Units in existence as of such Valuation Day. d) In determining the value of the Synthetic Managed Basket s assets, the Basket Calculation Agent will value the components of the Synthetic Managed Basket as follows: (i) (ii) (iii) (iv) equity securities (including securities then traded in the after-hours market) that are listed on a recognised exchange in the United States, including the Nasdaq National Market System, will be valued at their official closing price published by the recognised exchange; if no such price is available then such equity securities will be valued at their last reported sale prices at the official close of the recognised exchange; or if no such sale price is available then such equity securities will be valued, in the case of equity securities in respect of which the Synthetic Managed Basket has a long exposure, at their bid price and in the case of equity securities in respect of which the Synthetic Managed Basket has a short exposure, at their offer price, in each case at the official close of the recognised exchange; equity securities listed on a recognised exchange in the United Kingdom will be valued, in the case of equity securities in respect of which the Synthetic Managed Basket has a long exposure, at their bid price and in the case of equity securities in respect of which the Synthetic Managed Basket has a short exposure, at their offer price, in each case at the official close of the recognised exchange. However, those securities traded through the London Stock Exchange on the Stock Exchange Electronic Trading Service (SETS) will be valued at the official closing price as calculated by the London Stock Exchange; equity securities listed on a recognised exchange outside of the United States and the United Kingdom will be valued at the official closing price published by the recognised exchange if available; or if no such price is available then such equity securities will be valued, in the case of equity securities in respect of which the Synthetic Managed Basket has a long exposure, at their bid price and in the case of equity securities in respect of which the Synthetic Managed Basket has a short exposure, at their offer price, in each case at the official close of the recognised exchange; the value of an option or swaption that is listed on a recognised exchange will be the average of its bid and offer price at the official close of such recognised exchange; if neither the bid nor the offer price is available at the official close then such instrument will be valued at its last sale price. If such sale price is not available, then such instrument will be valued at its bid or offer price (whichever is available) at the official close of the recognised exchange; 307
(v) (vi) (vii) futures or any other synthetic instruments that are listed on a recognised exchange will be valued at the official closing price as published by the recognised exchange. If such instruments are traded over-the-counter they will be valued in respect of each Synthetic Managed Basket Business Day in a manner determined by the Basket Calculation Agent (in consultation with the Basket Manager) to reflect the true value thereof; and (I) securities other than those described in sub-paragraph (i) above that are listed on a recognised exchange; (II) securities that are not listed on a recognised exchange but are traded over-the-counter; and (III) any securities, instruments or derivative contracts not falling in any of sub-paragraphs (i) to (v) in each case, will be valued in respect of each Valuation Day in a manner determined by the Basket Calculation Agent (in consultation with the Basket Manager) to reflect the true value thereof; the value of any cash in hand or on deposit, bills and demand notes and accounts receivable, prepaid expenses and cash dividends and interest declared or accrued and not yet received which the Basket Calculation Agent determines an actual investor in assets referenced in the Synthetic Managed Basket would hold will be deemed to be the full amount thereof, unless the Basket Calculation Agent determines that a discount to such amount is appropriate to reflect the risk that an actual holder of such amount would not receive any such amount in full, in which case the value thereof will be determined after making such discount as the Basket Calculation Agent (in consultation with the Basket Manager) may consider appropriate to reflect the true value thereof. e) The foreign exchange rates used to exchange Synthetic Managed Basket assets and liabilities (where they are denominated in a currency other than USD) into USD will be determined by the Basket Calculation Agent at such rates it determines are reasonably representative of the foreign exchange rates that would be offered by it for conversions of roughly equivalent sizes as of 2.15 p.m. (Greenwich Mean Time) on the relevant day. f) The recognised exchange used to calculate the price of a security to be valued will be an exchange which the Basket Calculation Agent has determined is the primary securities exchange (or consolidated tapes as the case may be) on which the security will have traded on the relevant Valuation Day. g) If the Basket Calculation Agent (in consultation with the Basket Manager) considers that any of the above bases of valuation do not fairly reflect the value of the assets or liabilities in the Synthetic Managed Basket or are impracticable in any particular case or generally, it may adopt such other valuation or valuation procedure as it considers is appropriate and reasonable in the circumstances and as is in accordance with generally accepted accounting principles in the United States of America. h) In determining the Synthetic Managed Basket NAV, the Basket Calculation Agent may rely on market data, opinion and/or advice furnished to it by any agent, prime broker, market maker and/or independent third party pricing service, which may include Deutsche Bank AG, London Branch or its affiliates. i) No value will be required to be determined on any day on which a Valuation Suspension (as defined below) has occurred and/or is continuing unless the Basket Calculation Agent determines, in its sole and absolute discretion, to make such a determination. j) If the Basket Manager determines that any of the above bases of valuation do not fairly reflect the value of the assets or liabilities in the Synthetic Managed Basket, the Basket Manager may, within three Synthetic Managed Basket Business Days, propose an alternative methodology to the Basket Calculation Agent which it considers is appropriate and reasonable, and the Basket Calculation Agent shall consider the appropriateness of any such alternative methodology and, in good faith, consult with the Basket Manager in respect of such alternative methodology. If, after using reasonable efforts to reach agreement, no agreement has been reached by the fifth Synthetic Managed Basket Business Day, the determinations of the Basket Calculation Agent shall prevail provided always that they are made in good faith and a commercially reasonable manner. Basket Adjustments, Suspension of Calculation and Cancellation: If the Basket Administrator determines in good faith that a Potential Cancellation Event (as defined below) has occurred in relation to a Synthetic Managed Basket Business Day, the Basket Administrator may in its discretion: a) make such determinations and/or adjustments to the terms of the Synthetic Managed Basket as it considers appropriate to determine the value of any part of the Synthetic Managed Basket or enable the Basket Calculation Agent to calculate the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price on a Valuation Day (as applicable); and/or 308
b) require the Basket Calculation Agent to delay determining and making available the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price until the next Synthetic Managed Basket Business Day on which it determines that no Potential Cancellation Event exists (such delay, a Valuation Suspension ); and/or c) cancel the Synthetic Managed Basket and require the Basket Calculation Agent to permanently cease to calculate the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price. Potential Cancellation Event means the occurrence of any of the following: (i) in the reasonable opinion of the Basket Administrator, any of the principal markets, futures exchanges or stock exchanges which provide the basis for valuing a substantial portion of the Instruments forming part of the Synthetic Managed Basket is closed (other than for, or during, holidays) or if dealings thereon are restricted or suspended, or when, in the reasonable opinion of the Basket Administrator, any of the principal markets or stock exchanges are disrupted; (ii) in the reasonable opinion of the Basket Administrator, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Basket Administrator, Basket Calculation Agent or the Basket Manager, disposal or valuation of a substantial part of the Instruments forming part of the Synthetic Managed Basket would not be reasonably practicable without this being seriously detrimental to the Synthetic Managed Basket NAV or Synthetic Managed Basket Unit Price; (iii) any breakdown in the means of communication normally employed in determining the value of the Instruments forming part of the Synthetic Managed Basket or when for any reason the current price, value or figure, as the case may be, of a substantial part of the Instruments forming part of the Synthetic Managed Basket cannot be promptly and accurately ascertained, in the reasonable opinion of the Basket Administrator, by reference to any difficulties faced by the Basket Calculation Agent in fulfilling its duties as set out in this Synthetic Managed Basket Description; (iv) in the reasonable opinion of the Basket Administrator, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions are rendered impracticable or if purchases, sales, deposits and withdrawal of any assets to which the Basket Calculation Agent would have reference in order to determine the valuation of any component of Synthetic Managed Basket NAV cannot be effected at the normal rates of exchange; (v) circumstances exist as a result of which, in the reasonable opinion of the Basket Administrator, it would not be reasonably practicable for an investor in Instruments comprised in the Synthetic Managed Basket to realise any such Instruments; (vi) the Basket Administrator determines that any counterparty in respect of an Instrument (including, where relevant, a counterparty to an over-the-counter swap transaction; a broker through which the Synthetic Managed Basket executes trades; and a clearinghouse which clears the relevant Instrument) has defaulted in respect of any such Instrument or (i) institutes any proceedings to adjudicate itself bankrupt or insolvent or there are any such proceedings instituted against it, (ii) files a petition seeking or consenting to reorganisation or relief under any applicable federal or state law relating to bankruptcy with respect to itself, (iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) for itself or for a substantial part of its property, (iv) makes any general assignment for the benefit of its creditors, (v) admits in writing its inability to pay its debts generally as they become due, or (vi) takes any action in furtherance of any of (i) to (vi) the above; (vii) any Valuation Day when the Basket Calculation Agent reasonably determines that it is unable to determine the Synthetic Managed Basket NAV or Synthetic Managed Basket Unit Price because the relevant prices, values or figures, as the case may be, are not available, or if in the opinion of the Basket Administrator the Synthetic Managed Basket NAV or Synthetic Managed Basket Unit Price cannot be fairly determined; (viii) the Basket Administrator reasonably determines that either: (a) the determination and/or reporting of any price, value or figure in respect of any Instruments forming part of the Synthetic Managed Basket from time to time, or (b) investments in, purchases, sales, deposits, withdrawals or subscriptions for and/or redemptions (as applicable for the relevant asset) of any Instruments forming part of the Synthetic Managed Basket from time to time, are suspended (a Dealing Suspension Event ); (ix) the Basket Administrator reasonably determines that Deutsche Bank AG, London Branch has suspended the secondary market it provides in relation to any over-the-counter derivatives transaction entered into referencing the Synthetic Managed Basket due to a Dealing Suspension Event; 309
(x) any Valuation Day when the Basket Administrator determines that it will not be reasonably practicable for a hypothetical counterparty to an over-the-counter derivatives transaction referencing the Synthetic Managed Basket to hedge its obligations to pay a return linked to the performance of the Synthetic Managed Basket; and (xi) Paulson & Co. Inc. ceases to act as the Basket Manager or has its appointment as Basket Manager terminated for any reason. Basket Records: The Basket Administrator will maintain records (the Basket Records ) with respect to the Synthetic Managed Basket. As the composition of the Synthetic Managed Basket changes over time, the Basket Administrator will update the Basket Records accordingly so that at any time the Basket Records are an accurate record of the assets comprising the Synthetic Managed Basket at that time. The Basket Records will contain the following information with respect to the assets: a) the identity of assets invested in from time to time and at any time; b) the terms on which each asset is invested in; c) the amount invested in each asset; d) the divestments and investments made in each such asset since the Effective Date; e) the price, value or figure at which any such divestments and investments were made in each such asset since the Effective Date; and f) the Fees (accrued and paid) from time to time and at any time. To the extent that a party has a binding obligation that depends on the Basket Records, all information contained in the Basket Records will (in the absence of manifest or inadvertent error) be final and binding on that party. Modifications and Changes to Methodology: Whilst it is intended that the methodology described in this Synthetic Managed Basket Description will be used to make determinations in respect of the Synthetic Managed Basket, market, regulatory, judicial or fiscal circumstances or any other circumstances may arise that in the determination of the Basket Administrator, would necessitate a modification or change in such methodology in order that the Synthetic Managed Basket replicates as closely as possible investments in assets which are included in the Synthetic Managed Basket which would include, without limitation, adjustments to take into account the timings that would be involved in making an actual investment, disinvestment or close-out in respect of the relevant asset at the same time as such action is required for the Synthetic Managed Basket. The Basket Administrator may make any such modification or change and will provide notice of such modification or change to the Basket Manager as soon as reasonably practicable thereafter. In addition, in determining the Synthetic Managed Basket NAV and Synthetic Managed Basket Unit Price, the Basket Calculation Agent will in good faith and a commercially reasonable manner have discretion to take into account such business centres, markets, market conventions, quotations and/or timings as it sees fit, and it may request the Basket Administrator to make such adjustments to this Synthetic Managed Basket Description as it in good faith and in a commercially reasonable manner deems necessary as a result thereof. The Basket Administrator may make any such adjustments to this Synthetic Managed Basket Description. Calculations and Determinations: All calculations and determinations made by the Basket Calculation Agent and Basket Administrator in relation to the Synthetic Managed Basket will (save in the case of manifest error) be final and binding, except as set out in paragraph (j) of Valuation of the Synthetic Managed Basket - Valuation above. In making any calculation or determination in respect of the Synthetic Managed Basket, or delivering any notice or exercising any discretion, neither the Basket Administrator nor the Basket Calculation Agent assume any responsibility or liability. In particular, neither the Basket Administrator nor the Basket Calculation Agent assume responsibility to the Sub-Fund or any entity which may have a claim against the Sub-Fund in relation to any securities issues, contracts or other financial products of the Sub-Fund (any such person, a Linked Person ). Neither of the Basket Administrator or the Basket Calculation Agent will be liable for any loss (whether a loss of profit, loss of opportunity or consequential loss), cost, expense or any other damage suffered by any Linked Person. Neither the Basket Administrator nor the Basket Calculation Agent will be liable for any errors in calculations or determinations made by it in respect of the Synthetic Managed Basket or any failure to make, or delay in making, any calculations or determinations (irrespective of whether such error, failure or delay affects any other calculations or determinations made hereunder) in the manner required of it by these Synthetic Managed Basket rules, except where such errors are caused by wilful default or fraud. Where the Basket Administrator or the Basket Calculation Agent (acting in a commercially reasonable manner) determines that, as a result of market disruption, force majeure, systems failure or any other event of an analogous nature, it is unable to make a calculation or determination in the manner required by the terms set out in this Synthetic Managed Basket Description, then the 310
Basket Administrator or the Basket Calculation Agent (as relevant) will not be liable for failure to make such calculation or determination in the required manner. Fees The Management Fee, the Incentive Fee, the Basket Administration Fee and the Others Fees (each as defined below and referred to collectively as Fees ) will accrue as a liability in the calculation of Synthetic Managed Basket NAV as provided for each Fee below and upon such Fees becoming due and payable, will be deducted from the cash held in the Synthetic Managed Basket and will no longer be treated as a liability in the calculation of Synthetic Managed Basket NAV. The accrual and deduction of Fees means that the Synthetic Managed Basket NAV will be lower than would be the case if no Fees were accrued or deducted. Management Fee: A management fee (the Management Fee ) equal to 1.5% per annum of Synthetic Managed Basket NAV (excluding the accrual of any Fees in respect of the date of determination) will be calculated and accrued as a liability of the Synthetic Managed Basket on a daily basis by the Basket Calculation Agent and will be deducted from the Synthetic Managed Basket quarterly in arrear within 20 Synthetic Managed Basket Business Days following the last calendar day of each calendar quarter. Incentive Fee: An incentive fee (the Incentive Fee ) equal to 20% per annum of the amount, if any, that the Synthetic Managed Basket NAV as of such Incentive Fee Calculation Date exceeds the High Water Mark (defined below) (after the accrual of Fees in respect of the date of determination but excluding the accrual of any Incentive Fee) will be calculated and accrued as a liability of the Synthetic Managed Basket on each Valuation Day and will be deducted from the Synthetic Managed Basket annually in arrear within 20 Synthetic Managed Basket Business Days following each Incentive Fee Calculation Date. If the Synthetic Managed Basket NAV is below the High Water Mark, no Incentive Fee will be charged to Shareholders until the Synthetic Managed Basket NAV has exceeded the High Water Mark as of an Incentive Fee Calculation Date. For the purposes of allocating the Incentive Fee in respect of Synthetic Managed Basket Units redeemed as of a date other than the first Transaction Day of a calendar year, the Incentive Fee is accrued (and deducted as a liability), and the accruals are reversed (and added as a credit) to reflect losses, as of each Valuation Day. A redemption of Synthetic Managed Basket Units other than as of an Incentive Fee Calculation Date at a time when there is an accrued Incentive Fee will result in a proportional Incentive Fee payment. A redemption of Synthetic Managed Basket Units will result in a proportional decrease in any loss carryforward. For the avoidance of doubt, the Basket Manager will not be paid an Incentive Fee with respect to in circumstances where the Synthetic Managed Basket has suffered net losses until, as a result of subsequent net profits, the Synthetic Managed Basket NAV exceeds the net losses carried forward, adjusted for redemptions and subscriptions. New subscriptions for Shares will increase both the Synthetic Managed Basket NAV and the High Water Mark by the amount of the new subscriptions. A redemption of Shares or a distribution from Shares will decrease the Synthetic Managed Basket NAV the amount of the redemption or distribution and will result in a proportional reduction in the High Water Mark (as further described below). As of any date on which redemptions or distributions are made from, the High Water Mark will be reduced by an amount equal (A) such High Water Mark multiplied by (B) a fraction, (1) the numerator of which is equal to the amount of the redemption or distribution and (2) the denominator of which is equal to the Synthetic Managed Basket NAV immediately before giving effect to the redemption or distribution. High Water Mark is the highest Synthetic Managed Basket NAV on any Incentive Fee Calculation Date after reduction for the Incentive Fee due as of such Incentive Fee Calculation Date (or, if an Incentive Fee has never been calculated, the Synthetic Managed Basket NAV at the Launch Date) Incentive Fee Calculation Date means the last Synthetic Managed Basket Business Day of each calendar year, up to and including, the date on which the Sub-Fund is terminated and with respect only to Shares redeemed, the Synthetic Managed Basket Business Day on which such Shares were redeemed. Basket Administration and Other Fee: A basket administration fee and other fees (which will reflect the fees which the Basket Calculation Agent has determined an actual investor would incur were it to make investments from time to time for the purpose of replicating the performance of the Synthetic Managed Basket (and which may include, without limitation, administrative, custody, tax and audit costs that would be incurred)) (the Basket Administration and Other Fee ) will be calculated and accrued as a liability of the Synthetic Managed Basket on a daily basis by the Basket Calculation Agent and will be deducted from the Synthetic Managed Basket quarterly in arrear, provided that the Basket Administration and Other Fee shall be subject to a maximum of 311
0.18% per annum of Synthetic Managed Basket NAV (excluding the accrual of any Fees in respect of the date of determination). Suspension of Fees: Fees payable to the Basket Manager will only be suspended if a NAV Suspension has occurred and is continuing. The right of the Basket Manager to receive payment of such suspended fees will be deferred until such time as the relevant NAV Suspension is no longer continuing. Technical Information on the Operation of the Synthetic Managed Basket Investments and disinvestments in Instruments: On or after the Effective Date the Basket Manager may disinvest in exposures to Instruments or invest in exposures to other assets (which will be Instruments upon their inclusion in the Synthetic Managed Basket), but only to the extent that an actual investor holding the Instruments and cash referenced in the Synthetic Managed Basket would be able to invest or disinvest such Instruments or proposed Instruments (for these purposes assuming that such actual investor were able to invest in fractional interests of the relevant assets). The proposed trade date must be a day that is a business day in each place necessary in order for an investor to effect a trade in respect of the relevant Instruments or proposed Instruments. Any investment or disinvestment will be deemed to be made on the proposed trade date at a price determined by the Basket Calculation Agent in its sole discretion with reference to the price an actual investor in the relevant Instrument or proposed Instrument would pay or receive to invest or disinvest the relevant Instrument or proposed Instrument and subject to any costs or other adjustments which the Basket Calculation Agent determines in its sole discretion would be applicable (a Representative Transaction ). Any such investment or disinvestment will be deemed to be settled on the date on or following the trade date on which the Basket Administrator determines that an entity effecting a Representative Transaction would have received settlement of such instrument (taking into account the terms of any clearance system or trading platform or exchange on which the Instrument or proposed Instrument relating to the Representative Transaction is traded or, where there is more than one such system, platform or exchange, on such system, platform or exchange as the Basket Administrator in its sole and absolute discretion determines). On the date of settlement, the Synthetic Managed Basket will be credited or debited, as the case may be, with the relevant number of Instruments or proposed Instruments. On the date on which the Basket Administrator determines that an entity effecting a Representative Transaction would have been required to make payment or would have received payment, as the case may be, such payment will be credited to, or debited from, the cash held in the Synthetic Managed Basket as the case may be. Any such payment of realisation proceeds will be net of any taxes, costs, charges, withholdings or other deductions that would be suffered by a United Kingdom or Jersey based corporate investor making such a redemption and any payment of purchase proceeds will take into account any purchase charge or fee (and, for each such purpose, the Basket Administrator may (i) impute the treatment that would be applicable to the Basket Administrator were it an investor to the Synthetic Managed Basket; and (ii) calculate such deductions and fees with reference to the relevant fraction of the deductions and fees which would have been incurred by a United Kingdom or Jersey based corporate investor with respect to a Representative Transaction). The above methodology as to the timing, pricing and settlement of investments and disinvestments may be changed by agreement between the Basket Manager and the Basket Administrator. Any change will not be required to be notified to any Linked Person (if any) and none of the Basket Manager, the Basket Administrator or the Basket Calculation Agent accept any responsibility or liability to any Linked Person or to any other person in respect of any change. None of the Basket Administrator, the Basket Calculation Agent or the Basket Manager will be liable for any loss (whether a loss of profit, loss of opportunity or consequential loss), cost, expense or any other damage suffered by any such person as a result of such change. Distributions on Instruments: To the extent that the Instruments make payment of any interest, principal or other payment an amount equal to such payment will be deemed to be credited to the cash balance of the Synthetic Managed Basket on the date on which a United Kingdom or Jersey based investor would have received such payment had it held such Instruments. Where any such payment is made other than in cash, the Basket Administrator will credit such non-cash asset to the Synthetic Managed Basket and may make such other amendments to the rules relating to the determination of the Synthetic Managed Basket as set out in this Synthetic Managed Basket Description as it determines appropriate to cater for the economic effect of the distribution of such non-cash assets. The Basket Manager will consult with the Basket Administrator regarding the treatment of such asset and as to whether such asset is to be realised by the Synthetic Managed Basket. Cash: To the extent not allocated to the Instruments, there will be a cash balance in the Synthetic Managed Basket in USD. In respect of the proceeds of any sale of Instruments not denominated in USD, the Basket Administrator will convert any such proceeds into USD at such foreign exchange rate as it determines appropriate. The cash balance may be sub-divided to represent holdings of 312
cash (or non-cash assets as the case may be) in separate deposit accounts which the Basket Administrator determines an actual investor in the Synthetic Managed Basket would hold if investing in the Instruments held by the Synthetic Managed Basket at that time (which may include, but are not limited to, accounts at deposit-taking institutions, prime brokers and rights to the return of collateral). 313
PRODUCT ANNEX 23: DB PLATINUM IV INSTITUTIONAL FIXED INCOME The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. Where defined terms used in this Product Annex are not defined under Specific Definitions below, they shall have the meaning ascribed thereto in Definitions in the Prospectus. Investors should refer to the special risk considerations associated with an investment in this Sub- Fund in the Prospectus, under the section Risk Factors. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a fixed or variable income, depending on the Class of Shares held by the investor, until the Maturity Date of the relevant Share Class of the Sub-Fund. The Sub-Fund will also aim to provide the Shareholders with a Final Payout upon the Maturity Date of each relevant Share Class. The Maturity Date of the Sub- Fund is equal to the latest Maturity Date of the Share Classes and depends on the date of maturity of the longest maturing debt security composing the Reference Assets as described in further detail below. The nature and frequency of the income distributed to investors is set out under the section Dividend Information below. The Final Payout is set out under Annex A below. In order to achieve its Investment Objective, the Sub-Fund will invest part or all of the net proceeds of any issue of Shares in one or more swap agreements negotiated at arm s length with the Swap Counterparty (the "OTC Swap Transaction") exchanging the invested net proceeds against the performance of a Reference Portfolio. The "Reference Portfolio" is defined for each Share Class by the combined investment into: (i) Reference Assets which shall be notional debt securities issued by (i) financial institutions or corporates and/or (ii) sovereign states that are OECD Member States and/or supranational organizations/entities and/or their local authorities (iii) special purpose vehicles that are invested in debt securities mentioned under (i), and/or (iv) cash deposits with financial institutions with investment grade or equivalent long-term credit ratings and/or (v) other assets determined by the Board of Directors in their discretion from time to time, provided that investment in such assets complies with the Investment Restrictions set out in the Prospectus. The initial composition of the Reference Assets will be disclosed under Annex A on or shortly after the Launch Date of the relevant Share Class. (ii) One or more further notional OTC swap transactions in respect of the Reference Assets (the Asset Swap(s) ). The Asset Swap(s) will be selected in accordance with the Investment Restrictions set out in the Prospectus. The purpose of the Asset Swap(s) is to exchange the expected income and expected performance of the Reference Assets against the relevant dividend payments for each relevant Share Class as further specified below under Dividend Information, as well as to hedge any foreign currency exposure of the Reference Assets, should these be denominated in a different currency to the relevant Share Class. The Asset Swap may embed a protection against the issuer risk linked to the Reference Assets. The terms of such protection, if applicable, will be mentioned under Annex A. For a given Share Class, the aggregate marked to market value of the Reference Assets may be greater than the Net Asset Value of the Share Class, by a coefficient lower than two (thereafter, the "MTM Multiplication Factor ). However the loss incurred to the Sub-Fund with regard to the corresponding Reference Portfolio will be lower than or equal to such net asset value of the Share Class. The composition of the Reference Portfolio is intended to remain stable until the maturation of the debt security with the shortest maturity date (hereafter, the First Maturation Day ) of the relevant Share Class. However, such composition will be amended if the Board of Directors: (i) is required by law to make such a change; or (ii) agrees with the Swap Counterparty and the Shareholders to make such a change. In both cases the Sub-Fund may bear the relevant trading costs linked to such change. On or around the maturation day of any Reference Asset which is a debt security, the net redemption proceeds of such matured debt securities will be synthetically reinvested, within the Reference Portfolio, in collateralised money market transactions with the Swap Counterparty, with an aim to generate money market gains in line with the relevant overnight interest rates. 314
The Sub-Fund will bear at all times the issuer risk in respect of the Reference Assets. The Sub-Fund will at all times bear the counterparty risk (linked to the Swap Counterparty s performance of its obligations) in respect of the OTC Swap Transactions. The OTC Swap Transactions along with any fees and expenses of the Sub-Fund will be valued on each Valuation Day in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus. The Sub-Fund will not invest in units or shares of other UCITS or other UCIs. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC swap transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC swap transactions by causing the Swap Counterparty to deliver collateral (the Posted Collateral ) in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. The Posted Collateral may include, but not be limited to, assets which are eligible as Reference Assets. Such collateral will be enforceable by the Company at all times and will be marked to market on a daily basis. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure to the risk of the Swap Counterparty exceeds 5% of the Sub-Fund s NAV at the time such calculation is made. The costs (if any) generated by the delivery of collateral by the Swap Counterparty will be borne by the Sub-Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. If the net counterparty risk of the Sub-Fund (calculated as the difference between the collateral posted by the Swap Counterparty and the overall counterparty risk of the OTC Swap Transactions) exceeds limits agreed between the Sub-Fund and the Swap Counterparty, the Sub-Fund may be required to deliver cash as collateral to the Swap Counterparty. This may materialise if the market value of the Posted Collateral exceeds the market value of the Reference Portfolio. The Sub-Fund may enter into Repo transactions relating to part or all of the Posted Collateral and according to the restrictions set out under the section entitled Securities Lending and Repo Transactions in the Prospectus. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub- Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. The Sub-Fund has a predefined payout profile. Investors attention is therefore drawn to the chapter entitled Investment Objective and in particular, the section entitled Pre-hedging Arrangements. Dividend Information For each Share Class of the Sub-Fund it is the intention to distribute dividends according to a predefined annual rate (the Dividend Rate ), upon pre-defined dividend distribution days (each a Dividend Payment Date ), applying on the relevant Initial Issue Price and paid in the relevant Share Class Reference Currency. The Dividend Rate will be fixed or variable and paid upon each anniversary of the Dividend Reference Date until the Maturity Date of the relevant Share Class and with a frequency equalling the Dividend Payment Frequency. If such day is not a Business Day, then the Dividend Payment Date is deemed to be the immediately following Business Day. The payment of the Dividend will be based upon the Dividend Rate and the relevant Dividend Period, being the period of time between two successive Dividend Payment Dates (the first Dividend Period being the period of time between the Launch Date and the first Dividend Reference Date). 315
The Dividend Reference Date is disclosed for each Share Class under the section entitled Description of the Shares and can be amended upon decision of the Board of Directors and communicated accordingly to the relevant Shareholders. In addition, from time to time, the Board of Directors may decide to declare and pay additional dividends upon consultation with the Shareholders. Additional Risk Factors Investors subscribing for Shares after the Launch Date and redeeming those Shares before the Maturity Date will also bear costs and risks arising from: (i) credit and liquidity risks on the Reference Assets; (ii) trading costs; (iii) residual foreign exchange risks, in relation to the costs of the Sub-Fund, for those Reference Assets not denominated in the relevant Share Class Reference Currency; (iv) residual inflation risks, in case the Reference Assets contain inflation-linked debt securities, that will be represented by the cost difference between gaining exposure to inflation linked debt securities and hedging this exposure via OTC swap transactions. Such risk arises when the discounted value of all inflation-hedged cashflows from an inflation-linked debt security deviates from the market price of the debt security in question. This "basis" risk arises from a number of reasons such as market supply and demand factors and liquidity; (v) changes in the market perceptions of the credit risk attached to the Reference Assets within the Reference Portfolio of the relevant Share Class (i.e., the creditworthiness of the issuers of such Reference Assets). If the market perceives a deterioration in such creditworthiness then the value of Shares of the Sub-Fund is likely to be lower; and (vi) risks linked to the assets underlying the exposure provided via the payment of the Dividends. Attention is brought to investors that due to the MTM Multiplication Factor the effects of the above mentioned costs and risks may be amplified before the Maturity Date. Accordingly, the value of the respective Share Class may rise or fall more quickly than if the MTM Multiplication Factor was equal to 1 (one). Investors should note that in the event of a default by an issuer of Reference Assets, the value of the OTC Swap Transaction on the relevant Reference Portfolio will fall. Therefore, the payment of the Dividend Rate as well as of the Final Payout by the Sub-Fund is subject to the performance of each issuer s obligations. Pursuant to the terms of the Credit Support Annex of the ISDA Agreement entered into by the Fund with Deutsche Bank AG with respect to the Sub-Fund, the Swap Counterparty will deliver collateral for the OTC Swap Transaction entered into in respect of each Share Class, and such collateral may include the Reference Assets. As the collateral will be delivered in aggregate for all Share Classes, in the event of default of the Swap Counterparty Investors will own a pro-rata share of the collateral posted in respect to all Share Classes, and as a result may thereafter have exposure to Reference Assets of other Share Classes. The pro-rata share of ownership will be based on the relative market value of the separate OTC Swap Transactions, and hence the NAV of each Share Classes, at the time of default of the Swap Counterparty. Investors should note that references to Hedging Assets in the Risk Factors section of the Prospectus should also apply to the Reference Assets for the purposes of this Product Annex. Investors should note that the Sub-Fund (or its Share Classes) is not guaranteed or capital protected and that the amount invested in the Sub-Fund by an investor is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Reference Assets as described under the section Risk Factors. Profile of the Typical Investor An investment in the Sub-Fund is suitable for investors who are able and willing to invest in a Sub- Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles. 316
General Information Relating to the Sub-Fund Offering Period From 14 August 2009 to 7 September 2009, or such earlier or later dates as the Board of Directors may determine. Launch Date Means in respect of : Share Class I1D: 08 September 2009; Share Class I2D: 23 November 2010; Share Class I3D: 8 June 2011; Share Class I4D: 15 May 2013; and in respect of the others Share Classes a date to be determined by the Board of Directors. The Board of Directors reserves the right to close and/or reopen the Sub-Fund for further subscriptions at any time in its sole discretion. Transaction Day Valuation Day Maturity Date Redemptions and Subscriptions Deadline Settlement Business Day Early Redemption Event (i) (ii) Means every second and fourth Monday of each calendar month, starting immediately after the Launch Date and provided such day is a Business Day. If such day is not a Business Day, the relevant Transaction Day will be the immediately following Business Day. Attention of investors is drawn to the applicable Upfront Subscription Sales Charge after the Offering Period and Redemption Charge mentioned below. The Net Asset Value for each Share Class will be calculated on each Business Day on the basis of the closing prices of the underlying securities and transactions composing the Reference Portfolio. The Net Asset Value per Share Class will therefore be published daily, one Business Day following each Business Day considered for the calculation of the Net Asset Value. However, subscriptions and redemptions will only be possible in respect of each Transaction Day. The Maturity Date of the Sub-Fund will be the latest date among the Maturity Dates mentioned under Description of the Shares or any such earlier or later date as determined by the Board of Directors and communicated accordingly to the relevant Shareholders. For each Share Class, means 3:00 p.m. (Luxembourg time) 8 Business Days prior to the relevant Transaction Day. If such day is not a Business Day, the Deadline shall be the Business Day immediately preceding such day. Any orders received after the deadline will be deferred to the next following Transaction Day and will be done at the Net Asset Value per Share calculated in respect of such Transaction Day. 3 Business Days following the relevant Transaction Day. A day other than a Saturday or a Sunday on which commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt, New York and London, and which is also a day on which each Clearing Agent is open for business. An Early Redemption Event will occur if: the OTC swap transactions with the Swap Counterparty are terminated; or the Net Asset Value of the Sub-Fund is less than the Minimum Net Asset Value. On the occurrence of such an event the Board of Directors may decide to redeem all of the Shares then outstanding and the Sub-Fund will be closed. 317
Reference Currency Minimum Net Asset Value per Share Class Swap Counterparty Investment Manager USD EUR 50,000,000. Provided that, in the event that the Net Asset Value of a Share Class is below the Minimum Net Asset Value per Share Class, the Management Company reserves the right to close the relevant Share Class (and, as the case may be, the Sub-Fund) and make a final payment to Shareholders at the NAV per Share on the official closing date of the relevant Share Class. Such closure of the Share Class shall occur with no less than 6 months notice to the Shareholders. For the avoidance of doubt, Shareholders of the relevant Share Class may bear the additional trading costs linked to the unwinding of the relevant Reference Portfolio following the closure of such Share Class, which will be reflected in the applicable NAV. Deutsche Bank AG, acting through its London branch. N/A 318
Form of Shares Description of the Shares I1D I2D I3D I4D I5D Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100,000 EUR 100,000 GBP 100,000 EUR 100,000 EUR 100,000 Share Class Reference Currency Dividend Reference Date Dividend Rate, Final Payout Maturity Date German Security Identification Number (WKN) EUR EUR GBP EUR EUR 30 October 2009 30 April 2012 30 April 2012 30 April 2013 *) 30 April 2013 See Annex A See Annex A See Annex A See Annex A See Annex A 30 April 2029 or such earlier or later date as the Board of Directors may determine to be equal to the last maturity date of the Reference Assets, unless as otherwise agreed with the Shareholders in each Share Class. A date as agreed by the Board of Directors with the Shareholder(s). A date as agreed by the Board of Directors with the Shareholder(s). A date as agreed by the Board of Directors with the Shareholder(s). A date as agreed by the Board of Directors with the Shareholder(s). A0NGBW A0NGFU A0NGF0 A0NGCC A0NGFV ISIN Code LU0441707527 LU0441707790 LU0441707873 LU0441707956 LU0441708095 Dividend payment frequency Minimum Initial Subscription Amount Minimum Subsequent Subscription Amount Quarterly Annual Annual Annual Annual 1 Share 1 Share 1 Share 1 Share 1 Share 50 Shares 1 Share 1 Share 1 Share 1 Share Management 1 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. 0.05% p.a. Company Fee Fixed Fee 2 Up to 0.15% p.a. Up to 0.15% p.a. Up to 0.15% p.a. Up to 0.15% p.a. Up to 0.15% p.a. Upfront Subscription Sales Charge after the Up to 5.00% Up to 5.00% Up to 5.00% Up to 5.00% Up to 5.00% Offering Period 3 Conversion Charge 4 Up to 1% Redemption Charge The Redemption Charge shall correspond to the trading costs generated by the corresponding unwinding of part or all of the notional positions entered into within the Reference Portfolio in relation to the portion of the Reference Portfolio attributed to each Share Class. An indication of such Redemption Charge, if applicable, will be communicated to the Shareholders prior to its application. *) The Board of Directors will determine the final conditions (the Final Conditions ) in relation to each Share Class immediately prior to the launch of the relevant Share Class and will update this document as indicated by *). Such update is in accordance with the initial approval by the CSSF and consequently does not require any new official approval by the CSSF. 1 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the Initial Issue Price and multiplied by the number of outstanding Shares of the relevant Share Classes and expressed in the Sub-Fund s Reference Currency. 2 The Fixed Fee of each Share Class is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Initial Issue Price of each Share Class and expressed in the Sub-Fund s Reference Currency. The Fixed Fee will include the Taxe d Abonnement 3 The Upfront Subscription Sales Charge after the Offering Period and the Redemption Charge, the amount of which will revert to the Swap Counterparty, is a percentage that will be calculated on the basis of the trading costs of purchasing or selling the constituents of the Reference Portfolio on the markets. It will be based upon the Initial Issue Price of the relevant Classes. 4 The Conversion Charge, the amount of which will revert to the Distributor or the Sub-Distributor, is a maximum percentage that will be calculated on the basis of the Net Asset Value of the Shares the Shareholder wishes to convert from. The Conversion Charge will only apply from and including 1 November 2009. 319
Annex A Information in respect of the Share Classes Share Class I1D Dividend Rate Up to 10% Final Payout I1D Spread Initial composition of the Reference Assets (relating to the Assets Under Management of the relevant Share Class) I1D Share Class Shall be the amount resulting from the capitalisation, until and including the Maturity Date, of the Initial Issue Price at a quarterly rate equal to: 3m Euribor +I1D Spread. The Final Payout shall be amended from time to time by the Board of Directors as described under Investment Objective and Policy. An annual rate between 0 and 2% as determined by the Board of Directors Reference Asset Identifier Maturity Date Initial Bond Notional Amount (USD) per Share US TIPS Jan 2025 912810FR4 15-Jan-25 26,750,000 US TIPS Jan 2027 912810PS1 15-Jan-27 28,000,000 US TIPS Jan 2028 912810PV4 15-Jan-28 48,500,000 US TIPS Apr 2028 912810FD5 15-Apr-28 31,250,000 US TIPS Jan 2029 912810PZ5 15-Jan-29 36,340,000 US TIPS Apr 2029 912810FH6 15-Apr-29 31,000,000 Share Class Dividend Rate Additional Cost Final Payout I2D I2D Share Class (i) Until a date on or after the First Maturation Day (the Swaption End Date ), the Dividend Rate shall be paid annually and be equal to the sum of a Variable Coupon and a Fixed Coupon: The Variable Coupon shall reflect the variable payout of a series of EUR interest rate swaptions based on long-term rate underlyings (the Swaptions ). The Maturity of the Swaptions shall not exceed the Swaption End Date. For the avoidance of doubt, the Variable Coupon shall be a non negative rate. In accordance with the Sub-Fund s Investment Objective and Policy, such Swaptions shall be embedded within the Asset Swaps. The Fixed Coupon shall be a fixed rate, subject to a floor of 0%, applying on top of the Variable Coupon. (ii) Following the Swaption End Date, the Dividend Rate shall be paid semiannually and set in line with the prevalent money market rates All Coupons shall be paid in arrears with Act/Act Daycount until the Swaption End Date and Act/360 Daycount thereafter. The Dividend Rate and the composition of the Reference Assets may be amended if the Board of Directors agrees with the Swap Counterparty and the Shareholders of the I2D Share Class to make such a change, as described under Investment Objective and Policy. For the avoidance of doubt, the Board of Directors will only determine a Maturity Date with the unanimous consent of the Shareholders. Further details about the Dividend Rate and the composition of the Reference Assets will be made available to the Shareholders under www.dbxfunds.com. A cost (the "Additional Cost") will be charged by Deutsche Bank AG, acting through its London branch to the Shareholders of Share Class I2D. The Additional Cost will cover services in relation to certain regulatory and accounting requirements applying to these Shareholders. Such Additional Cost will be applied on the basis of the Initial Issue Price of the Shares of the I2D Share Class, and will not exceed 0.80% p.a.. The Management Company, the Swap Counterparty and the Shareholders of the I2D Share Class may agree to vary the Additional Cost from time to time. Shall be equal to the sum of the applicable initial bond cash investment amounts (corresponding to the EUR Swap Notional Amount below) of the Reference 320
Initial composition of the Reference Assets (relating to the Assets Under Management of the relevant Share Class) Assets upon the Maturity Date of the Share Class. Investors should note that the payment of the Final Payout by the Sub-Fund is subject to the performance of each issuer s obligations within the Reference Assets. Reference Asset Identifier EUR Swap Notional Amount FR TREAS. 2032 FR TREAS. 2035 FR TREAS. 2038 Oct- Apr- Oct- Maturity Date FR0000187635 8,333,334 25-Oct- 2032 FR0010070060 8,333,333 25-Apr- 2035 FR0010371401 8,333,333 25-Oct- 2038 Bond Notional Amount (EUR) 6,215,132 6,821,265 7,678,117 FR TREAS. 2041 Apr- FR0010773192 25,000,000 25-Apr- 2041 20,821,591 FR TREAS. 2055 Apr- FR0010171975 25,000,000 25-Apr- 2055 22,315,642 FR TREAS. 2060 Apr- FR0010870956 25,000,000 25-Apr- 2060 22,210,566 I3D Share Class Share Class I3D Dividend Rate Up to 10% Final Payout I3D Spread Initial composition of the Reference Assets (relating to the Assets Under Management of the relevant Share Class) Shall be the amount resulting from the capitalisation, at the prevalent overnight interest rate, up to and including the Maturity Date, of the Initial Issue Price at a quarterly rate equal to: 3m GBP Libor + I3D Spread. The reference period for the calculation of such quarterly rate shall be the quarterly periods starting on the following dates: 30 March, 30 June, 30 September and 30 December. The Dividend Rate and the composition of the Reference Assets (and therefore the Maturity Date) may be amended if the Board of Directors agrees with the Swap Counterparty and the Shareholders of the I3D Share Class to make such a change as described under Investment Objective and Policy. The Final Payout shall be amended from time to time by the Board of Directors as described under Investment Objective and Policy. An annual rate between 0 and 2% as determined by the Board of Directors Reference Asset Identifier Maturity Date Initial Bond Notional Amount (GBP) per Share DHY 0 06/11/12 DE000DHY3160 11-Jun-2012 20,000,000 HESLAN 1.73 06/11/12 XS0635280307 11-Jun-2012 17,537,335 HSHN 0 06/11/12 DE000HSH3Q88 11-Jun-2012 13,153,070 BKO 1 3/4 06/14/13 DE0001137347 14-Jun-2013 18,923,168 WESTLB 4 3/4 06/20/12 DE000WLB6GT0 20-Jun-2012 3,769,337 WESTIB 3 12/12/12 DE000A0XFJT0 12-Dec-2012 15,306,189 COREAL 5 08/24/12 DE0003159554 24-Aug-2012 11,310,901 The Reference Assets will be composed of (i) debt securities issued or guaranteed by the state of Germany as well as (ii) German covered bonds rated AAA or equivalent by a recognised rating agency and complying with the restrictions mentioned under paragraph 2.5 of the section entitled Investment Restrictions in the Prospectus. The Reference Assets will have an outstanding maturity of no more than 2 years at the time of investment. 321
I4D Share Class Share Class Dividend Rate Final Payout I4D (i) Until a date on or after the First Maturation Day (the Swaption End Date ), the Dividend Rate shall be paid annually and be equal to the sum of a Variable Coupon and a Fixed Coupon: The Variable Coupon shall reflect the variable payout of a series of EUR interest rate swaptions based on long-term rate underlyings (the Swaptions ). The Maturity of the Swaptions shall not exceed the Swaption End Date. For the avoidance of doubt, the Variable Coupon shall be a non negative rate. In accordance with the Sub-Fund s Investment Objective and Policy, such Swaptions shall be embedded within the Asset Swaps. The Fixed Coupon shall be a fixed rate, subject to a floor of 0%, applying on top of the Variable Coupon. (ii) Following the Swaption End Date, the Dividend Rate shall be paid semi-annually and set in line with the prevalent money market rates All Coupons shall be paid in arrears with Act/Act Daycount until the Swaption End Date and Act/360 Daycount thereafter. The Dividend Rate and the composition of the Reference Assets may be amended if the Board of Directors agrees with the Swap Counterparty and the Shareholders of the I4D Share Class to make such a change, as described under Investment Objective and Policy. For the avoidance of doubt, the Board of Directors will only determine a Maturity Date with the unanimous consent of the Shareholders. Further details about the Dividend Rate and the composition of the Reference Assets will be made available to the Shareholders under www.dbxfunds.com. Shall be equal to the sum of the applicable initial bond cash investment amounts (corresponding to the EUR Swap Notional Amount below) of the Reference Assets upon the Maturity Date of the Share Class. Investors should note that the payment of the Final Payout by the Sub-Fund is subject to the performance of each issuer s obligations within the Reference Assets. Initial composition of the Reference Assets (relating to the Assets Under Management of the relevant Share Class) Reference Asset Identifier EUR Swap Notional Amount FR TREAS. *) FR TREAS. *) FR TREAS. *) FR TREAS. *) FR TREAS. *) Maturity Date Bond Notional Amount (EUR) FR TREAS. *) I5D Share Class Share Class I5D Dividend Rate (i) Until a date on or after the First Maturation Day (the Swaption End Date ), the Dividend Rate shall be paid annually and be equal to the sum of a Variable Coupon and a Fixed Coupon: The Variable Coupon shall reflect the variable payout of a series of EUR interest rate swaptions based on long-term rate underlyings (the Swaptions ). The Maturity of the Swaptions shall not exceed the Swaption End Date. For the avoidance of doubt, the Variable Coupon shall be a non negative rate. In accordance with the Sub-Fund s Investment Objective and Policy, such Swaptions shall be embedded within the Asset Swaps. The Fixed Coupon shall be a fixed rate, subject to a floor of 0%, applying on top of the Variable Coupon. (ii) Following the Swaption End Date, the Dividend Rate shall be paid semi-annually and set in line with the prevalent money market rates All Coupons shall be paid in arrears with Act/Act Daycount until the Swaption End Date and Act/360 Daycount thereafter. 322
The Dividend Rate and the composition of the Reference Assets may be amended if the Board of Directors agrees with the Swap Counterparty and the Shareholders of the Share Class to make such a change, as described under Investment Objective and Policy. For the avoidance of doubt, the Board of Directors will only determine a Maturity Date with the unanimous consent of the Shareholders. Further details about the Dividend Rate and the composition of the Reference Assets will be made available to the Shareholders under www.dbxfunds.com. Final Payout Shall be equal to the sum of the applicable initial bond cash investment amounts (corresponding to the EUR Swap Notional Amount below) of the Reference Assets upon the Maturity Date of the Share Class. Investors should note that the payment of the Final Payout by the Sub-Fund is subject to the performance of each issuer s obligations within the Reference Assets. Initial composition of the Reference Assets (relating to the Assets Under Management of the relevant Share Class) Reference Asset Identifier EUR Swap Notional Amount FR TREAS. *) FR TREAS. *) FR TREAS. *) FR TREAS. *) FR TREAS. *) Maturity Date Bond Notional Amount (EUR) FR TREAS. *) 323
PRODUCT ANNEX 24: DB PLATINUM IV SOVEREIGN OPTIMA 5Y The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. Where capitalised terms used in this Product Annex are not defined, they shall have the meaning ascribed thereto in the Prospectus. Investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with a Direct Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to outperform, on an expected yield basis, a specific German sovereign bond being at all time the constituent bond of the iboxx Germany 3-5 index having the longest maturity (the Benchmark Bond ) by providing Shareholders with exposure to a dynamic portfolio of (i) high grade bonds, high grade debt securities or collateralised fixed income transactions with a maximum maturity of 5 years (the Reference Assets as described below) and (ii) asset swap transaction(s) (the Asset Swap(s) as described below) on such Reference Assets (hereafter, the Active Portfolio and each such investment an Active Portfolio Constituent ). Deutsche Asset Management International GmbH, or any successor thereto, in its capacity as advisor to the Management Company (the Portfolio Advisor ) has been appointed by the Management Company to advise as to which Active Portfolio Constituents shall comprise the Active Portfolio from time to time and advise the Management Company as to the selection of the Active Portfolio Constituents. The Portfolio Advisor will use a rule-based strategy sponsored by Deutsche Bank AG, London Branch (the Sovereign Optima Strategy, as further described below) to select the Active Portfolio Constituents. While the Portfolio Advisor intends to make its investment and disinvestment recommendations for the Active Portfolio in order to closely replicate the Sovereign Optima Strategy, their recommendations for the advised Active Portfolio Constituents may differ from those suggested by the Sovereign Optima Strategy for a variety of reasons, such as (i) market liquidity of the debt securities suggested by the Sovereign Optima Strategy, (ii) the market yield expected to be achieved on a Reference Asset versus the yield as estimated by the Sovereign Optima Strategy, or (iii) compliance with the Investment Restrictions. Investors should further note that the implementation of changes to the Active Portfolio Constituents will be based on the advice by the Portfolio Advisor, however will ultimately be determined by the Management Company in its sole and absolute discretion. Hence, investors shall be aware that the composition of the Active Portfolio may from time to time substantially differ from the composition of the Strategy Portfolio (as defined below) as derived from the Sovereign Optima Strategy. The Sovereign Optima Strategy aims to suggest the bonds (or debt instruments) comprising the Reference Assets with the highest Intrinsic Value (which is determined by using the present value of the asset swap spread of each such bond comprising the Reference Assets above the asset swap spread of the Benchmark Bond) upon the date of a re-balancing, after taking into account expected transaction costs and further adjustments such as, but not limited to, liquidity and market pricing, or the Investment Restrictions. An asset swap spread represents the theoretical premium paid or received by a bond investor on top of money market rates (usually represented by 3-Month Euribor) for buying such bond and entering into an asset swap(s) on such bond. The Sovereign Optima Strategy ranks bonds by reference to their value relative to the benchmark bond, subject to certain adjustments, and assigns weightings within the portfolio accordingly, subject to a maximum target weighting of 25% and a minimum of 6 bonds in the portfolio. In order to achieve its Investment Objective, the Sub-Fund will invest part or all of the net proceeds of any issue of Shares in the Active Portfolio Constituents, as further described below. The following investments are eligible to be Active Portfolio Constituents: 1. Reference Assets, which shall be: bonds or debt securities issued or explicitly guaranteed by (a) the following sovereign issuers: Germany, United States, United Kingdom, France, Australia, Canada, Denmark, Finland, Netherlands, Norway, Sweden, Switzerland; or (b) the following supra-national issuers: European Investment Bank (EIB), International Monetary Fund (IMF), European Union (EU), International Bank for Reconstruction and Development (IBRD), European Bank for Reconstruction and Development (EBRD); or 324
collateralised transactions with the Swap Counterparty yielding money-market or fixed income rates. The Reference Assets shall have an outstanding maturity of no longer than 5 years and shall be denominated in one of the following currencies (each an Eligible Currency ): Australian Dollar (AUD), Canadian Dollar (CAD), Swiss Franc (CHF), Danish Krone (DKK), Euro (EUR), British Pound Sterling (GBP), Japanese Yen (JPY), Norwegian Krone (NOK), New Zealand Dollar (NZD), Swedish Krona (SEK) and U.S. Dollar (USD), or any other currency which may at a later stage be included by the Management Company, who will be advised by the Portfolio Advisor, after consultation with the Swap Counterparty. The initial composition of the Reference Assets will be disclosed under Annex A on or shortly after the Launch Date of the relevant Share Class. 2. Asset Swap(s), the purpose of which is to hedge any inflation, interest rate or foreign currency exposure of the corresponding Reference Assets, should these be denominated in a different currency to the Reference Currency of the Sub-Fund. The purpose of the Asset Swap(s) is to exchange the expected income and expected performance of the Reference Assets against the payment of a floating rate, denominated in the Reference Currency. The Asset Swap(s) are negotiated by the Management Company at arm s length with the Swap Counterparty. The Portfolio Advisor and the Management Company will, within the frame of their respective roles, ensure upon each rebalancing that the maximum allocation to each Reference Asset as advised by the Portfolio Advisor is 20% of such Reference Asset s outstanding issuance amount. For the sake of clarity, such restriction shall not apply to the synthetic money-market and fixed income derivative transactions with the Swap Counterparty. The Management Company may, acting upon the advice from the Portfolio Advisor, and in circumstances such as a downgrade of a bond issue below AAA/Aaa or equivalent by one or more recognised rating agencies or any material deterioration in the perceived credit quality of such bond issuer as determined by the Portfolio Advisor, request Deutsche Bank AG, London Branch, in its capacity of sponsor of the Sovereign Optima Strategy, to exclude particular bonds (or debt instruments) out of the eligible bond universe applying to the Sovereign Optima Strategy (thereafter the Eligible Bond Universe ) for future allocation. Such excluded bonds may be re-included in the Eligible Bond Universe at a later stage, upon request by the Management Company, acting upon the advice from the Portfolio Advisor, subject to the relevant bonds having a rating of AAA/Aaa or equivalent by one or more recognised rating agencies. In the case of a downgrade of a bond issue to or below AA-/Aa3 or equivalent by one or more recognised rating agencies, the Portfolio Advisor shall review the Active Portfolio Constituents and the Management Company, acting on the advice of the Portfolio Advisor, may exclude particular Reference Assets from the Active Portfolio Constituents; the affected Active Portfolio Constituents would then be liquidated, which may result in a loss for Shareholders. The Eligible Bond Universe as at the Launch Date will be composed of the Reference Assets. The Eligible Bond Universe will thereafter be made available to investors on the following website (www.dbxfunds.com). The Management Company, acting on the advice of the Portfolio Advisor, will select the Active Portfolio Constituents as set out above. The Management Company, acting on behalf of the Sub-Fund, and acting on the advice of the Portfolio Advisor, will invest into such Active Portfolio Constituents. The Portfolio Advisor will ensure that the entry into and exit from the investments it has advised the Management Company to enter into on behalf of the Fund are consistent with the then current market levels and trading costs. The Portfolio Advisor may also advise the Management Company to source Reference Assets on behalf of the Sub-Fund with external market participants. The Sub-Fund may enter into foreign exchange hedging transactions with the Swap Counterparty in respect of each Share Class(es) in respect of which the Share Class Currency is different to the Reference Currency, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of the exchange rate between the Share Class Currency and the Reference Currency. The Management Company will select such hedging transactions and may act, as applicable, on the advice of the Portfolio Advisor. Such hedging transactions may consist of cross-currency swaps, which are expected to be concluded upon the launch of the relevant share class and have a maturity of up to 5 years. It may not be practicable to adjust these hedging transactions in certain circumstances such as, but not limited to, a significant variation in the valuation of the Reference Assets, in which case any losses caused by adverse movements of the exchange rate between the Share Class Currency and the Reference Currency will be borne by the Shareholders of that Share Class. Similarly, the Sub-Fund may enter into interest rate or inflation rate hedging transactions with the Swap Counterparty in respect of each Share Class, the aim of which is to protect the Net Asset Value of such Share Class against adverse movements of interest rates between the Share Classes having different dividend distribution and accumulation policies (as provided for in further detail for each share class under Annex A). The Management Company will select such hedging transactions and may act, as applicable, on the advice of the Portfolio Advisor. Such foreign exchange, interest rate and (if applicable) inflation rate hedging transactions shall be referred to as Share Class Hedging Swaps. In the remainder of this Product Annex, Share Class Hedging Swaps and Assets Swaps will be referred to as OTC Swap Transactions. For the avoidance of doubt, although it is the intention of the 325
Management Company to rely on the recommendations of the Portfolio Advisor, any such recommendation made by the Portfolio Advisor with regard to the Sub-Fund will be subject to the Management Company s sole and absolute discretion. In exercising such discretion, the Management Company will consider, inter alia, the Sub-Fund s Investment Restrictions. A fee (the Portfolio Advisor Fee ) will form part of the Advisory and Management Fee and will be paid by the Sub-Fund to the Portfolio Advisor for their services, as described in further detail under Description of the Shares. The Reference Assets and liquid assets (such as deposits) the Sub-Fund may hold (together, the Hedging Assets ) will, together with any derivative techniques and any fees and expenses, be valued on each Valuation Day in order to determine the Net Asset Value of the Sub-Fund in accordance with the rules set out in the Prospectus.The Sub-Fund will not invest in units or shares of other UCITS or other UCIs. The Sub-Fund will bear at all times the issuer default risk in respect of the Reference Assets. When applying the limits specified in sections 2.3 and 2.4 of the chapter "Investment Restrictions" to the OTC Swap Transactions, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund's OTC Swap Transactions by causing the Swap Counterparty to deliver collateral (the Posted Collateral ) in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on a daily basis. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure to the risk of the Swap Counterparty exceeds 5% of the Sub-Fund s NAV at the time such calculation is made. The Posted Collateral will only be composed of debt securities eligible as potential Reference Assets, and/or cash. The costs (if any) generated by the delivery of collateral by the Swap Counterparty (the Collateral Costs ) will be borne by the Sub-Fund and will be disclosed, whenever applicable, in the Annual Report. In relation to cash, such costs will correspond to the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited). If the counterparty risk of the Sub-Fund exceeds limits agreed between the Sub-Fund and the Swap Counterparty, the Sub-Fund may be required to deliver some of the Hedging Assets as collateral to the Swap Counterparty. The Company may, although it does not intend to, borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub-Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) but not for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Although the Sub-Fund has no maturity date, it will follow an investment strategy that aims at providing investors with a pre-defined, expected annualised yield as of the Launch Date, which may change from time to time. Investors attention is therefore drawn to the chapter entitled Investment Objective in the Prospectus and in particular, the section entitled Pre-hedging Arrangements. Although the Sub-Fund has no maturity date, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Dividend/Accumulation Information For the D Share Classes of the Sub-Fund it is the intention to distribute dividends according to a Dividend Rate upon pre-defined Dividend Payment Dates, as defined below, applying on the relevant Initial Issue Price and paid in the relevant Share Class Reference Currency. The Dividend Rate will be a rate determined by the Board of Directors of the Company in its sole and absolute discretion. The Dividend Rate will be made available on the following website (www.dbxfunds.com) on or about the Launch Date of the relevant Share Class. It is intended that the Dividend Rate be either constant or variable, in line with the coupons notionally locked in by the Active Portfolio shortly prior to the Dividend Payment Date. However the Board of Directors of the Company, upon request by the Management Company, who will be advised by the Portfolio Advisor, may request the Swap Counterparty to adjust the OTC Swap Transactions such that such Dividend Rate be amended. Dividends for these Share Classes are intended to be distributed according to the relevant Dividend Payment Frequency on each anniversary of the Dividend Reference Date (as defined below), such date of payment, the Dividend Payment Date, provided that if such day is not a Business Day, 326
then the Dividend Payment Date is deemed to be the immediately following Business Day (Modified Following convention). In addition, from time to time, the Board of Directors may decide to adjust the composition of the Reference Assets and request the Swap Counterparty to adjust the Asset Swaps such that it can declare and pay additional dividends. The Board of Directors is expected to act upon request by the Management Company, who will be advised by the Portfolio Advisor. Secondary Market The Shares may be acquired or purchased on the secondary market through a stock exchange (if applicable) or over the counter. The Shares may be listed on one or more relevant stock exchanges to facilitate the secondary market trading in the Shares. The Company does not charge any subscription nor redemption fee for purchases of Shares on the secondary market, however orders to buy or sell Shares in the secondary market through the relevant stock exchange or over the counter may incur costs over which the Company has no control. The price of any Shares traded on the secondary market will depend, inter alia, on market supply and demand, movements in the value of the Active Portfolio as well as other factors such as prevailing financial market, corporate, economic and political conditions. Orders to buy or sell Shares through the relevant stock exchanges, if applicable, can be placed via a member firm or stockbroker. Additional Risk Factors Additional to the general risks as set out in the section Risk Factors in the Prospectus, this Sub-Fund bears the following additional risks arising from: 1. credit and liquidity risks on the Reference Assets; 2. residual foreign exchange risks, for those Reference Assets not denominated in the relevant Share Class Currency; 3. residual foreign exchange risks where the Share Class Currency is different from the Reference Currency; 4. residual inflation risks, in case the Reference Assets contain inflation-linked debt securities, that will be represented by the cost difference between gaining exposure to inflation linked debt securities and hedging this exposure via OTC derivative transactions. Such risk arises when the discounted value of all inflation-hedged cash flows from an inflation-linked debt security deviates from the market price of the debt security in question. This "basis" risk arises from a number of reasons such as market supply and demand factors and liquidity; 5. changes in the market perceptions of the credit risk attached to the Reference Assets (i.e. the creditworthiness of the issuers of such Reference Assets). If the market perceives a deterioration in such creditworthiness then the value of Shares of the Sub-Fund is likely to be lower; 6. risks linked to the markets underlying the exposures provided via the payment of the Dividends; and 7. Attention is brought to investors that an increase in the value of the Reference Assets may amplify the effects of the above mentioned risks as well as of the costs and fees mentioned below. In addition, investors should note that an increase in the value of the Reference Assets may not automatically result in an increase in the value of the Active Portfolio because of the hedging features of the Asset Swap(s). Attention of investors is brought to the fact that the Sovereign Optima Strategy tends to select securities and/or issuers which have a higher liquidity adjusted asset swap spread, i.e. a higher premium paid by the market for the Active Portfolio to buy and hold such securities. Such higher premium may be linked to additional risks that investors would bear compared with other investments. Investors should note that in the event of a default by an issuer of Reference Assets, the Sub-Fund s Net Asset Value per Share as well as the Dividend Rate in respect of the D Share Classes will fall. The Sub-Fund s Net Asset Value per Share as well as the Dividend Rate in respect of the D Share Classes are subject to the performance of each issuer s obligations in respect of the Reference Assets. Investors should note that references to Hedging Assets in the Risk Factors section of the Prospectus should also apply for the purposes of this Product Annex. Deutsche Bank AG and its affiliates may act in a number of roles in respect of the Sub-Fund such as sponsor of the Sovereign Optima Strategy and Swap Counterparty which may lead to potential conflicts of interest. Investors should refer to the section entitled Risk Factors - Potential Conflicts of Interests in the Prospectus. Investors should note that the Sub-Fund (or its Share Classes) is not guaranteed or capital protected and that the amount invested in the Sub-Fund by an investor is not guaranteed or protected. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Reference Assets as described under the section Risk Factors. 327
Costs and fees applying to the Sub-Fund In addition to the running costs and fees mentioned under the Description of the Shares below, the Sub-Fund bears the following additional costs arising from: (i) Collateral Costs when applicable, as further described above. (ii) Trading costs and fees, as explained in further details below: The Portfolio Advisor will advise the Management Company on the execution of changes in the composition of the Active Portfolio at then current market levels and trading costs. Investors should be aware that trading costs will apply whenever Asset Swap(s) and/or Reference Assets are traded in or out of the Active Portfolio. Furthermore, the Sub-Fund will be charged a strategy fee for each change in the Active Portfolio Constituent ( Strategy Fee ). The Strategy Fee is equal to 0.75 basis points (0.0075%) on the Asset Swap(s) spread, applied on the notional amount of the relevant Asset Swap(s), calculated upfront on the bid or offer level of the Asset Swap(s) as relevant (applies each side). The Strategy Fee will revert to the Swap Counterparty. Profile of the Typical Investor An investment in the DB Platinum IV Sovereign Optima 5Y sub-fund is suitable for investors who are able and willing to invest in a Sub-Fund with a medium risk grading as further described above under the chapter Typology of Risk Profiles". General Information Relating to the Sub-Fund Offering Period Launch Date Transaction Day Valuation Day Redemptions and Subscriptions Deadline Settlement Business Day Reference Currency Minimum Net Asset Value per Share Class Swap Counterparty From 19 November 2012 to 30 November 2012, or such earlier or later dates as the Board of Directors may determine. 3 December 2012 or such earlier or later date as the Board of Directors may determine. The Board of Directors reserves the right to close and/or reopen the Sub- Fund for further subscriptions at any time in its sole discretion. Means every Business Day, starting immediately after the Launch Date. Each Business Day. The Net Asset Value in respect of a Business Day will be published one Business Day after such Business Day. For each Share Class, means 3:00 p.m. (Luxembourg time) one Business Day prior to the relevant Transaction Day. If such day is not a Business Day, the Deadline shall be the Business Day immediately preceding such day. Any orders received after the deadline will be deferred to the next following Transaction Day and will be done at the Net Asset Value per Share calculated in respect of such Transaction Day. 3 Business Days following the relevant Transaction Day. A day other than a Saturday or a Sunday on which commercial banks and foreign exchange markets are open and settle payments in Luxembourg, Frankfurt, New York and London, and which is also a day on which each Clearing Agent is open for business. EUR EUR 50,000,000 Deutsche Bank AG, acting through its London branch. 328
Description of the Shares I1D-E I1D-G Form of Shares Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100,000 GBP 100,000 Share Class Currency EUR GBP Dividend Reference Date 30 April 2013 30 April 2013 Dividend Rate/ Accumulation Rate See Annex A See Annex A German Security Identification Number (WKN) A1JYWC A1JYWD ISIN Code LU0791063489 LU0791065427 Dividend Payment Frequency Quarterly* Semi-annually* Minimum Initial and subsequent Subscription Amount 10 Shares 10 Shares Advisory and Management Fee 1 Up to 0.25% p.a. Up to 0.25% p.a. Fixed Fee 2 Up to 0.15% p.a. Up to 0.15% p.a. Upfront Subscription Sales Charge during and after the Offering Up to 3.00% Up to 3.00% Period 3 Redemption Charge Up to 3.00% *) The Board of Directors will determine the final conditions (the Final Conditions ) in relation to each Share Class immediately prior to the launch of the relevant Share Class and will update this document as indicated by *). Such update is in accordance with the initial approval by the CSSF and consequently does not require any new official approval by the CSSF. 1 The Advisory and Management Fee shall be composed of (i) the Management Company Fee, the amount of which will revert to the Management Company, and (ii) the Portfolio Advisor Fee, the amount of which will revert to the Portfolio Advisor. The Advisory and Management Fee will accrue on each calendar day and shall be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the Initial Issue Price per Share and multiplied by the number of outstanding Shares of the relevant Share Classes and expressed in the Sub-Fund s Reference Currency. The Management Company and Portfolio Advisor will agree between themselves from time to time the amount that will be paid to the Management Company as Management Company Fee and the amount that will be paid to the Portfolio Advisor as Portfolio Advisor Fee. 2 The Fixed Fee of each Share Class is a maximum percentage that will be calculated upon each Valuation Day on the basis of the Initial Issue Price of each Share Class and expressed in the Sub-Fund s Reference Currency. The Fixed Fee will include the Taxe d Abonnement. 3 The Upfront Subscription Sales Charge and the Redemption Charge are percentages that will revert to the Swap Counterparty. They will be based upon the Initial Issue Price of the relevant Classes. Please note that such Charges may be waived in whole or in part at the discretion of the Board of Directors. The Upfront Subscription Sales Charge and the Redemption Charge will aim to cover for the trading costs linked to the purchase (respectively liquidation) of the relevant Reference Assets and Asset Swaps following an order received by the Sub-Fund. The aim of the Upfront Subscription Sales Charge and the Redemption Charge is to avoid that such subscription or redemption orders negatively impact the Net Asset Value of the Sub-Fund, which would have a negative effect for the existing remaining shareholders. However such aim is not a guarantee. 329
General Description of the Deutsche Bank Sovereign Optima Strategy The Sovereign Optima Strategy is a rule-based model which aims to identify a dynamic portfolio of liquid, high-grade bonds (or debt instruments) (the Strategy Portfolio ), which are expected to have potential to outperform (on an expected bond yield basis) the benchmark bond, and are denominated in Euro. The benchmark bond for the Strategy Portfolio is, at all times, the constituent bond of the iboxx Germany 3-5 index which has the longest maturity (the Benchmark Bond ), and is denominated in Euro. For the avoidance of doubt, the Benchmark Bond will change whenever a bond having longer maturity than all other bonds composing the index is included in the iboxx Germany 3-5 index. The index represents Euro sovereign debt issued by the Federal Republic of Germany with a maturity between 3-5 years. Should the Benchmark Bond cease to exist, the Board of Directors may decide to replace the current Benchmark Bond with a similar bond. Determinations in relation to the Sovereign Optima Strategy will be performed by Deutsche Bank Index Quant ( DBIQ ), an independent research unit within Deutsche Bank AG, London Branch. Any determination made by DBIQ will be final, conclusive and binding on all parties unless there is a manifest error. The Sovereign Optima Strategy is used on a weekly basis to identify the Intrinsic Values of each of a number of debt instruments belonging to the Eligible Bond Universe (each debt instrument, an Eligible Bond ) against a defined benchmark (the Benchmark Bond). The Intrinsic Value of each bond is defined as (i) the asset swap spread of such bond above the Benchmark Bond, as defined below, as determined by DBIQ independently from the Swap Counterparty; multiplied by (ii) the theoretical valuation impact that a variation by a basis point of such asset swap spread would have on such bond (the DV01 ). Further, to reflect varying degrees of liquidity and market pricing, the Intrinsic Value of each bond will be further adjusted by a specific pre-determined amount, and result in an Adjusted Intrinsic Value. The adjustment to such intrinsic value shall fall between 0 and 0.30% of the asset swap spread depending on, among others, the nature of the bond issuer, its currency and its payout profile. Hence the Intrinsic Value expresses the present value of the expected coupon flows an investor in the Eligible Bonds could expect to receive in excess of those coupon flows of the Benchmark Bond, by owning the relevant Eligible Bond from such date of determination until its maturity date. This exceeding expected coupon cash flow is subject to the performance of the issuer s obligations in respect of such Eligible Bond. The Sovereign Optima Strategy aims to identify bonds for inclusion in the Strategy Portfolio with the highest Adjusted Intrinsic Value upon the date of determination, after taking into account expected transaction costs. As a result, the Adjusted Intrinsic Value of the individual investments making up the Strategy Portfolio should either remain constant or increase except in situations where adjustments (caused by circumstances such as, but not limited to, the Investment Restrictions and the Sovereign Optima Allocation Restrictions (as defined further below) for existing Reference Assets) would lead the Sovereign Optima Strategy to require a reallocation of the Strategy Portfolio. However, investors should note that the actual current market value of the Strategy Portfolio may decrease as well as increase over time, as further specified under the Additional Risk Factors section. Eligible Bonds whose Intrinsic Value is considered by the Sovereign Optima Strategy are listed under the definition of Reference Assets above. The criteria of Eligible Bonds, including issuers, is determined on or about the Launch Date and may only be altered thereafter upon a request made by the Portfolio Advisor and approved by the Management Company in its sole and absolute discretion or by the Swap Counterparty, in limited circumstances. In addition, to be eligible, bonds may not have an outstanding maturity of longer than 5 calendar years. As mentioned above, the Sovereign Optima Strategy will rank bonds by their Adjusted Intrinsic Value. On each weekly calculation date, the Sovereign Optima Strategy will identify sales and purchases so that on that date, after relevant costs and taking into account liquidity adjustments relating to such sales and purchases: Upon a rebalancing, the two Eligible Bonds with the highest Adjusted Intrinsic Value will each have a maximum target weight of 25% of the hypothetical value of the Strategy Portfolio; the next two Eligible Bonds with the highest Adjusted Intrinsic Value will each have a maximum target weight of 15% of the hypothetical value of the Strategy Portfolio; the remaining Eligible Bonds will each have a maximum target weight of 10% of the hypothetical value of the Strategy Portfolio. Upon a rebalancing, the maximum target weight per issuer of Eligible Bonds (or in the case of guaranteed Eligible Bonds, the guarantor of such Eligible Bonds) may not exceed 25% of the hypothetical value of the Strategy Portfolio. Any changes to the Strategy Portfolio will be subject to the Adjusted Intrinsic Value of prospective new bonds being above a certain minimum threshold which aims to ensure that after rebalancing the expected yield of the Active Portfolio is not lower than before such rebalancing. Such threshold will vary according to pre-determined rules and be linked to, among others, the expected liquidity, the type and the issuer of such bonds. The final optimum weights as identified by the Sovereign Optima Strategy will be calculated on the basis of the target weights and the relevant costs of unwinding the existing Active Portfolio Constituents and purchasing the new Eligible Bonds. For the avoidance of doubt, the weight finally recommended by the Sovereign Optima Strategy to each new Active Portfolio Constituent may substantially deviate from the target weights mentioned above and may be substantially lower, especially in circumstances where such new allocation necessitates the unwind of existing Active Portfolio 330
Constituents. Similarly, for the same reasons, the number of Active Portfolio Constituents recommended by the Sovereign Optima Strategy may be greater (but not lower) than six. The Sovereign Optima Strategy is subject to the following criteria (the Sovereign Optima Allocation Restrictions ); Bonds available for consideration must fall in the definition of Reference Assets, above. The total allocation of the Strategy Portfolio equal to 100% (i.e. no leverage), and the minimum allocation of each Eligible Bond in the Optima Portfolio is 0% (i.e. short positions are not allowed). A minimum of six bonds must be included with positive allocations. If the weight of a bond in the Strategy Portfolio is 30% or more of the hypothetical value of such Strategy Portfolio, the weight for such bond will be reset to no more than 25% of the hypothetical value of the Strategy Portfolio as soon as reasonably practicable. 331
Annex A Initial Reference Assets Reference Asset Identifier EUR Asset Swap Notional Amount Maturity Date *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) *) Bond Notional Amount (EUR) I1D-E Share Class*) Share Class Dividend Rate I1D-E Spread I1D-E Shall be a floating rate in line with 3-Month Euribor + I1D-E Spread An annual rate between 0 and 3% as determined by the Board of Directors, acting on the advice of the Portfolio Advisor Share Class Dividend Rate I1D-G Spread I1D-G I1D-G Share Class*) Shall be a floating rate in line with 6-Month GBP Libor + I1D-G Spread An annual rate between 0 and 3% as determined by the Board of Directors, acting on the advice of the Portfolio Advisor *) The Board of Directors will determine the final conditions (the Final Conditions ) in relation to each Share Class immediately prior to the launch of the relevant Share Class and will update this document as indicated by *). Such update is in accordance with the initial approval by the CSSF and consequently does not require any new official approval by the CSSF. 332
PRODUCT ANNEX 25: DB PLATINUM IV ENERGY & METALS The information contained in this Product Annex relates to the Sub-Fund and forms an integral part of the Prospectus. The Prospectus (which includes this Product Annex) constitutes the terms and conditions of the Sub-Fund. In particular, investors should refer to the special risk considerations associated with an investment in this Sub-Fund in the Prospectus, under the section Risk Factors - Additional risks associated with an Underlying Asset linked to specific types of securities or assets. Investors in this Sub-Fund should be prepared and able to sustain losses of the capital invested up to a total loss. Investment Objective and Policy The Sub-Fund qualifies as a Sub-Fund with an Indirect Investment Policy (as described under the Investment Objectives and Policies in the Prospectus). The Investment Objective of the Sub-Fund is to provide the Shareholders with a return linked to the performance of the Underlying Asset referred to under "Description of the Shares" for each Share Class and which is published by Deutsche Bank AG, London Branch acting as the index sponsor (the Index Sponsor ). Each Share Class will be linked to an Underlying Asset which will be an Index (as defined below) that will be selected from a pre-determined index universe (the Index Universe ). The Index Universe is composed of the following indices, as detailed below under General description of the Underlying Asset : - db Energy & Metals EUR Index TM (the EUR Index ); - any other index added to the Index Universe in accordance with the procedure set out below, each an Underlying Asset 1. Any inclusion of an additional index to the Index Universe must have been previously authorised by the Board of Directors of the Company and the Luxembourg Commission de Surveillance du Secteur Financier ( CSSF ). The Board of Directors will request such authorisation from the CSSF prior to the inclusion of such an additional index. The EUR Index is intended to reflect the performance of certain commodities. The EUR Index reflects a rules based investment strategy in 9 commodities, representing two broad commodity sectors i.e. energy products and industrial metals and is intended to be re-balanced monthly to the respective base weight of each commodity. The EUR Index is a directional commodity index (that is an index whose value will increase if the price of the underlying commodities increases and in turn the value of the index will decrease if the price of the underlying commodities decreases). In order to achieve the Investment Objective, the Sub-Fund will invest all or part of the net proceeds of the issue of Shares in transferable securities issued by (i) financial institutions or corporates, (ii) sovereign states that are OECD Member States and/or supranational organizations/entities, (iii) special purpose vehicles that are rated (or invested in rated bonds), and/or potentially some cash deposits with financial institutions, in each case with investment grade ratings by a recognised rating agency or equivalent long-term credit ratings at the time of the investment, all in accordance with the Investment Restrictions. The Sub-Fund will exchange via an OTC swap transaction negotiated at arm s length with the Swap Counterparty the performance and/or the expected income of the assets it has invested in against a return linked to the Underlying Asset. Such transferable securities and/or liquid assets (such as deposits) will constitute the Hedging Asset, as defined in the Prospectus. The Sub-Fund may also (as an alternative to or in combination with the above 2 ) invest part or all of the net proceeds of any issue of Shares in one or more OTC swap transactions negotiated at arm s length with the Swap Counterparty and exchange the invested net proceeds against a return linked to the Underlying Asset. Accordingly, the Sub-Fund may be at any time fully or partially exposed to one or more OTC Swap transaction(s). The value of the Sub-Fund's Shares is linked to the Underlying Asset, the level of which may rise or fall. Hence, investors should note that the value of their investment could fall as well as rise and they should accept that there is no guarantee that they will recover their initial investment. The exposure of the Sub- Fund to the Underlying Asset is achieved through the OTC swap transaction. The valuation of the OTC swap transaction will reflect the relative movements in the performance of the Underlying Asset. 1 The Indices are proprietary indices. No use or publication may be made of the Indices without the prior written approval of Deutsche Bank AG. 2 The Sub-Fund may also, with due regard to the best interest of the Sub-Fund s Shareholders, decide during the life of the Sub- Fund (i.e., after the Launch Date) to switch partially or totally from one structure to the other in which case the cost of such a switch (if any) will not be borne by the Shareholders. 333
The Sub-Fund will not invest more than 10% of its assets in units or shares of other UCITS or other UCIs in order to be eligible for investment by UCITS as governed by the UCITS Directive. When applying the limits specified in sections 2.3 and 2.4 of the chapter Investment Restrictions of the Prospectus to the OTC swap transaction, reference must be made to the net counterparty risk exposure. The Company will reduce the overall counterparty risk of the Sub-Fund s OTC swap transactions by causing the Swap Counterparty to deliver collateral in accordance with the applicable UCITS regulations and CSSF circulars such as CSSF Circular 11/512. Such collateral will be enforceable by the Company at all times and will be marked to market on each day of calculation of the Net Asset Value of the Sub- Fund. The amount of collateral to be delivered will be at least equal to the value by which the overall exposure limit as determined in the prospectus has been exceeded. Alternatively, the Company may reduce the overall counterparty risk of the Fund s OTC swap transaction by resetting the OTC swap transaction. The effect of resetting the OTC swap transaction is to reduce the marked to market of the OTC swap transaction and, herewith, reduce the net counterparty exposure to the applicable rate. The costs (if any) generated by the delivery of collateral by the Swap Counterparty will be borne by the Sub-Fund. Such costs will correspond to (i) in relation to cash, the net funding costs of the Swap Counterparty (i.e. gross funding costs decreased by the remuneration earned on the account in which the collateral is deposited) and (ii) in relation to securities, the funding cost for the Swap Counterparty for such securities, and will be disclosed in the Annual Report. The Company may borrow for the account of a Sub-Fund, up to 10% of the Net Asset Value of such Sub- Fund provided that such borrowing is on a temporary basis. Such borrowing may only be used for liquidity purposes (e.g., to cover cash shortfall caused by mismatched settlement dates on purchase and sale transactions, finance repurchases or pay fees reverting to a service provider) and/or for investment purposes. The assets of such Sub-Fund may be charged as security for any such borrowings in accordance with the principle of segregation of assets and liabilities provided by Article 181 (5) of the Law. Derivative instruments can be used for both investment and hedging purposes. Under such derivative instruments, the Sub-Fund itself can be economically leveraged and could therefore be subject to the risk that any decrease of the assets to which the Sub-Fund is exposed under the derivative instruments concerned will be greater than any required payments by the Sub-Fund under those derivative instruments which may lead to an accelerated decrease of the Net Asset Value of the Sub-Fund, it being understood that the global exposure resulting from the use of financial derivative instruments will never exceed the Net Asset Value of the Sub-Fund. The methodology used in order to calculate the global exposure resulting from the use of financial derivative instruments is the commitment approach in accordance with the CSSF Circular 11/512. Leverage determined in accordance with the CSSF Circular 11/512 (commitment approach) is not expected to exceed 100 %. The Sub-Fund has no Maturity Date. However, the Board of Directors may decide to terminate the Sub- Fund in accordance with the rules set out in the Prospectus and the Articles of Incorporation. Further information relevant to the Sub-Fund s Investment Policy is contained in the main part of the Prospectus under Investment Objectives and Policies and under Investment Restrictions. Profile of the Typical Investor An investment in the Sub-Fund is suitable for investors who are able and willing to invest in a Sub-Fund with a high risk grading as further described in the Prospectus under the chapter Typology of Risk Profiles". Specific Risk Warning Investors should note that the Sub-Fund is not guaranteed or capital protected. Investors in this Sub- Fund should be prepared and able to sustain losses of the capital invested, up to a total loss. Investors will also bear all risks relating to the Hedging Asset as described in the core part of the Prospectus under Risk Factors. The Underlying Asset reflects the performance of commodity futures contracts. Investors should note that commodities and futures generally are volatile and may not be suitable for all investors. Futures contracts have a high degree of price variability and are subject to occasional rapid and substantial changes. Commodity prices generally may fluctuate widely and may be affected by numerous factors, including: (i) global or regional political, economic or financial events and situations, particularly war, terrorism, expropriation and other activities which might lead to disruptions to supply from countries that are major commodity producers; (ii) other factors such as trading volumes may also impact supply and demand (iii) the weather, which can affect short-term demand or supply for some commodities; (iv) the future rates of economic activity and inflation, particularly in countries which are major consumers of commodities; and (v) major discoveries of sources of commodities. 334
Disruption events affecting one or more commodities comprising the Underlying Asset (e.g. events that disrupt or impair the ability of market participants to effect transactions in, or obtain market values on relevant commodity exchanges) or hedging disruption events (all as further described in the complete description of the Underlying Asset see below) may lead to a suspension of the valuation of the OTC swap transaction(s) which will in turn result in a suspension of the Sub-Fund s NAV calculation and subscriptions and redemptions. Prospective investors should conduct their own investigations into the relevant Underlying Asset (including, without limitation, how it is determined, composed and calculated) using such sources as they deem appropriate. The attention of each prospective investor is brought to the description of each Underlying Asset under General Description of the Underlying Asset. None of Deutsche Bank AG, London Branch (in any capacity) or any of its affiliates or subsidiaries makes any representation or warranty, express or implied, as to the performance of the Sub-Fund or an Underlying Asset or the advisability of investing in securities or commodities generally or in the Sub-Fund particularly. The futures contracts representing the commodities are rolled employing the Deutsche Bank s proprietary Optimum Yield methodology (as set out in detail below). This roll mechanism chooses the future contract with delivery date less than 13 months at the time of the roll which has the highest implied roll yield. However, no assurance or representation (express or implied) is given that the choice of a specific contract will generate the highest possible return. Furthermore, under certain market conditions the rolling of the future contracts may result in a decline of the level of the Underlying Asset. Finally, it cannot be foreseen whether the application of the mechanism would generate a better performance than any possible alternative rolling strategy. This specific risk warning should be read in conjunction with the general Risk Factors in the core part of the Prospectus and the specific risk factors further below. Initial Issue Price General Information Relating to the Sub-Fund See Description of Shares. Minimum Net Asset Value EUR 50,000,000 Offering Period Launch Date Sub-Fund s Reference Currency Subscription and Redemption deadline Index Business Day Product Business Day Transaction Day Valuation Day Investment Manager Swap Counterparty Swap Calculation Agent The Offering Period will start on 1 October 2012. The final date of the Offering Period will be 15 October 2012 or such earlier or later date as the Board of Directors may determine. Means 15 October 2012 or such earlier or later date as the Board of Directors may determine. EUR For each Share Class, means 2:00 p.m. (Luxembourg time) on a relevant Transaction Day. Means a day (other than a Saturday or Sunday) which is not a holiday in the CME Group New York Floor holiday calendar for the relevant year (or such other holiday calendar as the Index Sponsor determines to be the successor to such holiday calendar). Means a day (other than a Saturday or a Sunday) on which: Commercial banks and foreign exchange markets are open for normal business in Luxembourg, Frankfurt am Main, New York and London; and The TARGET2 System is open; and Each Clearing Agent is open for business. Means each Business Day; Means the first Business Day following each Transaction Day. State Street Global Advisors Limited. Deutsche Bank AG, acting through its London branch. Deutsche Bank AG, acting through its London branch. 335
Description of the Shares Form of Shares R1C-E Classes R0C-E Registered Shares or Bearer Shares represented by a Global Share Certificate Initial Issue Price EUR 100 EUR 100 Reference Currency EUR EUR German Security Identification Number (WKN) A1J26L A1KBCB ISIN Code LU0820952413 LU0871990452 Underlying Asset EUR Index EUR Index Minimum Initial and Subsequent Subscription Amounts 1 Share 1 Share Management Company Fee 3 1.20% p.a. Up to 1.20% p.a. Fixed Fee 0.0125% per month (0.15% p.a.) 0.0125% per month (0.15% p.a.) Taxe d Abonnement 0.05% p.a. 0.05% p.a. Upfront Subscription Sales Charge during/after the Up to 5.00% N/A Offering Period 4 3 The Management Company Fee, the amount of which will revert to the Management Company, will accrue on each calendar day and will be calculated on each Valuation Day on the basis of a percentage (the maximum percentage that would be applied being mentioned in the above table) applied to the last available Net Asset Value of the relevant Share Classes. 4 The Upfront Subscription Sales Charge during and after the Offering Period, the amount of which will revert to the Distributor, is a maximum percentage that will be calculated on the basis of the Initial Issue Price, respectively of the Net Asset Value of the relevant Classes. 336
General Description of the Underlying Asset This section is a brief overview of the Underlying Asset. It contains a summary of the principal features of the Underlying Asset and is not a complete description. Shareholders attention is drawn to the fact that the Index Sponsor may make changes to each index description with a view to dealing with technical adjustments necessary for the good maintenance of the index. To the extent that those changes do not affect the nature of the index and are not expected to have any adverse impact on the performance of the index and, the Shareholders will not be notified otherwise than through the website http://index.db.com, and/or www.dbxfunds.com or any successors thereto. The Shareholders are consequently invited to consult these websites on a regular basis. The EUR Index is intended to reflect the performance of certain commodities. The EUR Index reflects a rules based investment strategy in 9 commodities, representing two broad commodity sectors i.e. energy products and industrial metals and is intended to be re-balanced monthly to the respective base weight of each commodity. A table outlining the current weights of the 9 commodities in the EUR Index can be found at http://index.db.com. The EUR Index is rebalanced on a monthly basis on the 10 th Index Business Day of each calendar month (hereinafter, a Rebalancing Day ), based on the base weights. The base weights for the commodities are: a) in respect of Aluminium, 17%; b) in respect of Copper, 17%; c) in respect of Zinc, 10%; d) in respect of Nickel, 10%; e) in respect of Lead, 6%; f) in respect of Brent Crude Oil, 16%; g) in respect of Gasoil, 8%; h) in respect of Gasoline, 8%; and i) in respect of Natural Gas, 8%. Upon each Rebalancing Day, the weight of each component in the EUR Index will be reset in accordance with the above base weights. The 9 commodities are represented by futures contracts. When the futures contracts expire, they need to be replaced by new futures contracts. This process of replacing the relevant futures contracts is called "Rolling". The EUR Index employs Deutsche Bank s proprietary Optimum Yield methodology (the OY Mechanism ) to select a new futures contract for all commodities. Under the OY Mechanism, when a futures contract for a particular commodity is close to expiry, a new futures contract for that commodity is chosen by comparing the annualized roll yield of all available futures contracts for that commodity that have a maturity not exceeding 13 months. The roll yield between two future contracts is defined as the annualized ratio between the price of the contract with shorter maturity and the price of the contract with longer maturity minus one. A new futures contract for that commodity is selected that offers the most optimal roll yield i.e., most positive roll yield in backwardated markets and the least negative roll yield in contangoed markets (backwardation occurs where the price for contracts with shorter-term expirations are higher than those for contracts with longer-term expiration and contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months). Under the OY Mechanism, rather than select a new futures contract based on a predetermined schedule, an index employing this mechanism rolls to the futures contract which generates the best possible implied roll yield. If two or more futures contracts offer exactly the same roll yield, then the futures contract closest to expiry is chosen. The replacement of futures contracts for all commodities in the EUR Index is implemented over a period of five business days commencing on the 2nd index Business Day and ending on the 6th Index Business Day of the relevant calendar month in which such replacement occurs. On the first Index Business Day in the replacement period and in respect of the replacement of a futures contract for a commodity, approximately 20% of the number of futures contracts that are close to expiry are sold and replaced with an equal dollar amount of futures contracts selected in accordance with the OY mechanism. This process of replacing futures contracts that are close to expiry is implemented similarly over the following four Index Business Days, and evenly over such period of five Index Business Days. At the end of the replacement period, the EUR Index reflects only the price of the futures contract which is selected in accordance with the OY mechanism. The prices of the futures contracts for the commodities are quoted in US dollars. The value of the EUR Index is calculated in Euro and hedged on a one month rolling basis by using FX forwards. In particular, at the end of each calendar month, a 1-month forward FX position is entered for an amount equivalent to the level of the EUR Index at that point in time. The purpose of including a monthly currency hedge in Euro in the calculation is to provide a partial hedge against US dollar versus Euro exchange rate fluctuations by 337
locking in the foreign exchange rate on a one month forward looking basis. Thus, any gain or loss in the EUR Index during the calendar month is not hedged and is exposed to FX risks. The EUR Index is calculated on a total return after costs, FX hedged basis and as such is affected, inter alia, by the following factors including (but not limited to): 1. The changes in the price of the futures contracts included in the EUR Index; 2. The roll returns that accrue when an existing futures contract position in the EUR Index is closed and a new futures contract is included in the EUR Index; 3. The cash returns represented by the 91 days US treasury bills reflecting the fact that the EUR Index is calculated on a total return basis by adjusting it daily to add the rate of interest payable on 91 day US treasury bills; 4. An index replication cost of 0.80% per annum (based on the level of the EUR Index as of the last Index Business Day of the previous calendar year) will be charged on a daily basis from the EUR Index; 5. Any gain or loss on the FX hedge; and 6. Any residual FX exposure. Please note that the EUR Index was launched on 21 September 2012 (the Index Live Date ) and data prior to that date would reflect the hypothetical index series created for back testing purposes. The composition, methodology and calculation of the EUR Index may be adjusted in the event of (i) certain disruptive events in relation to an commodity comprised in the EUR Index which affect the ability of the Index Sponsor to determine the level of the EUR Index and (ii) certain force majeure events outside the reasonable control of the Index Sponsor (including, but not limited to, systems failure, natural or manmade disaster, armed conflict or act of terrorism) which could affect any commodity comprised in the Index. The Index Sponsor may make modifications to the methodology of the Index in any manner that it may deem necessary if the fiscal, market, regulatory, juridical and financial circumstances require such a modification. Risk Factors These specific risk factors should be read in conjunction with the section Risk Factors in the core part of the Prospectus, in particular the section Risk Factors, as set out in the core part of the Prospectus, in particular the sections II. - General Risk Factors, III. - Use of Derivatives, VII. - Specific Restrictions in Connection with the Shares and VIII Market Disruption Events & Settlement Disruption Events. The specific risk factors set out below are not exhaustive. There may be other risks that a prospective investor should consider that are relevant to its particular circumstances or generally. Relationship between commodity indices, commodity futures contracts and physical commodities The EUR Index to which the Sub-Fund is linked references commodity futures contracts. However, prospective investors should be aware that an investment in the Sub-Fund s Shares is not the same as an investment in the EUR Index or components of the EUR Index. A commodity futures contract is an agreement either (i) to buy or sell a set amount of a physical commodity at a predetermined price for delivery within a predetermined delivery period (which is generally referred to as a delivery month ), or (ii) to make or receive a cash payment based on changes in the price of the commodity. Generally speaking, the return on an investment in commodity futures contracts is correlated with, but different from, the return on buying and holding commodities. As commodity futures contracts expire periodically, in order to maintain an investment in commodity futures contracts, it is necessary to liquidate such commodity futures contracts before they expire and establish positions in longer-dated commodity futures contracts. This feature of a commodity index, which is discussed below see Exposure to rolling and its impact on the performance of a commodity index below has important implications for changes in the value of a commodity index. Furthermore, the performance of a commodity index is dependent upon the macroeconomic factors relating to the commodities that underpin such index or the commodity futures contracts included in such index, such as supply and demand, liquidity, weather conditions and natural disasters, direct investment costs, location and changes in tax rates. See Risks related to commodities generally below. The performance of commodities and/or commodity futures contracts in one sector might offset the performance of commodities and/or commodity futures contracts in another sector but there can be no assurance that this will be the case. An investment in a commodity index is not the same as investing directly in the underlying physical commodities. A commodity index that tracks commodity futures contracts is not the same as one that tracks the related physical commodities and is not the same as investing in the relevant physical commodities. This is because while holding an inventory of physical commodities may have certain economic benefits (for example, a refinery could use a reserve of crude oil for the continuation of its operations), it also poses administrative burdens and costs, including those arising from the need to store 338
or transport physical commodities. These requirements and costs may prove unattractive to investors who are interested solely in the price movement of commodities. An index of commodity futures contracts permits an investor to obtain exposure to the prices of commodities without directly incurring these requirements and costs. However, an investor in an index of commodity futures contracts can be indirectly exposed to these costs, which may be reflected in the prices of the commodity futures contracts and therefore in the level of a commodity index. Additionally, the fact that commodity futures contracts have publicly available prices allows calculation of an index based on these prices. The use of commodity futures contracts, therefore, allows the sponsor of a commodity index to separate the exposure to price changes from the ownership of the underlying physical commodity, and thus allow participation in the upside and downside movement of commodity prices independently of the physical commodity itself. No right to commodities or commodity futures contracts Investing in the Sub-Fund will not make an investor the owner of any of the commodity futures contracts referenced by the EUR Index. No investor in the Sub-Fund will have any rights with respect to any commodity futures contract referenced by the EUR Index. Any amounts payable on the Shares in the Sub-Fund will be in cash, and the holders of the Sub-Fund s Shares will have no right to receive delivery of any commodity futures contract at any time. Changes in the price of the physical commodities contained in a commodities index will not necessarily result in correlated changes in the level of the commodities index If the price of the underlying commodities referenced in the Index changes, the level of the EUR Index will not necessarily also change, or will not necessarily change to the same degree. The EUR Index tracks the performance of commodity futures contracts relating to such commodities rather than individual physical commodities themselves. Changes in the prices of commodity futures contracts should generally track changes in the prices of the underlying physical commodities, but the prices of commodity futures contracts might from time to time move in ways or to an extent that differs from movements in physical commodity prices. Therefore, the price of a particular commodity may change but the level of an index referencing such commodity may not change in a correlated manner. As commodity futures contracts have expiration dates (i.e. dates upon which trading of the commodity futures contract ceases) there are certain adjustments that need to be made to an index comprising of commodity futures contracts in order to retain an investment position in the commodity futures contracts. These adjustments may have a positive or negative effect on the level of the Index and therefore the value of the Sub-Fund s Shares. See Exposure to rolling and its impact on the performance of a commodity index below. Exposure to rolling and its impact on the performance of a commodity index Commodity futures contracts have a predetermined expiration date, i.e. a date on which the commodity futures contract terminates and performance of the parties obligations becomes due. Holding a commodity futures contract until expiration will result in the delivery of the underlying physical commodity to or by a party or the requirement to make or receive a cash settlement. Alternatively, rolling the commodity futures contracts means that the commodity futures contracts that are nearing expiration (the near-dated commodity futures contracts ) are closed before they expire and commodity futures contracts that have an expiration date further in the future (the longer-dated commodity futures contracts ) are entered into. This allows an investor to maintain an investment position in commodities without receiving delivery of physical commodities or being obliged to deliver physical commodities or making or receiving a cash settlement. Thus, for example, a commodity futures contract entered into and held in August may specify an October expiration. As time passes, the contract expiring in October may be replaced by a contract for delivery in November. Commodity indices generally replicate an actual investment in commodity futures contracts (i.e. the actual purchase or sale of a commodity futures contract), and therefore take into account the need to roll the commodity futures contracts included in such commodity indices, and reflect the effects of this rolling. Specifically, as a commodity futures contract included in an index approaches expiration, the index will be calculated as if the commodity futures contract in the first delivery month is sold and the proceeds of that sale are used to purchase a commodity futures contract of equivalent value in a subsequent delivery month. Backwardation When the price of the near-dated commodity futures contract is greater than the price of the longer-dated commodity futures contract, the market for such contracts is referred to as in backwardation. If the rolling process occurs when the price of a commodity futures contract is in backwardation, this results in a greater quantity of the longer-dated commodity futures contract being acquired for the same value. Contango When the price of the near-dated commodity futures contract is lower than the price of the longer-dated commodity futures contract, the market for such contracts is referred to as in contango. If the rolling process occurs when the price of a commodity futures contract is in contango, this results in a smaller quantity of the longer-dated commodity futures contract being acquired for the same value. 339
The effect of rolling on the level of an index Rolling can affect a commodity index which provides a long exposure in two main ways. First, as the commodity index provides a long exposure to commodity futures contracts, the exposure is similar to that of a purchaser of commodity futures contracts. If the price of near-dated commodity futures contracts is higher than the price of the longer-dated commodity futures contracts at the time the index rolls (i.e. backwardation), then the commodity index will synthetically own more commodity futures contracts, albeit at a lower price than prior to the roll. This means that the gain or loss on the new positions for a given movement in the prices of the commodity futures contracts will be greater than before the rolling process. Conversely, if the price of longer-dated commodity futures contracts is higher than the price of the neardated commodity futures contracts (i.e. contango), then when the index rolls the commodity index synthetically owns fewer commodity futures contracts, albeit at a higher price. This means that the gain or loss on the new positions for a given movement in the prices of the commodity futures contracts will be less than before the rolling process. These differentials in the quantities of contracts sold and purchased may have a positive or negative effect on the level of the commodity index. While some of the commodity futures contracts included in the Index have historically exhibited consistent periods of backwardation, backwardation may not exist at all times. Secondly, a commodity index which provides a long exposure synthetically closes a near-dated commodity futures contract when it gets close to expiry and buys the longer-dated commodity futures contract. In a contango market, longer-dated commodity futures contracts are at higher prices than near-dated commodity futures contracts. The prices of the longer-dated commodity futures contracts which a commodity index synthetically buys and holds should converge with the prices of the near-dated commodities futures contracts as they near expiry and all other things being equal and absent significant market changes and volatility, as the index approaches a roll, this would result in a decrease in the level of the index. Conversely, in a backwardated market, the prices of neardated commodity futures contracts are higher than that of longer-dated commodity futures contracts and all other things being equal and absent significant market changes and volatility, as the index approaches a roll, this would result in an increase in the level of the index. Mitigation of the effects of rolling The trend in prices of the commodity futures contracts may mitigate the effects of rolling. Furthermore, if an index includes many different types of commodity futures contracts, each of those commodity futures contracts may be in a different type of market, either backwardation or contango, and therefore may offset any losses and gains attributable to rolling. Diversification Diversification is generally considered to reduce the amount of risk associated with generating returns. The EUR Index references different commodity futures contracts but the effectiveness of the diversification may be limited due to price correlation between different commodities and commodity futures contracts. By way of illustration, the price of Brent Crude Oil may be positively correlated with the price of Gasoil and with aluminium, such that, when the price of Brent Crude Oil moves, Gasoil and aluminium prices typically move in the same direction. The greater the correlation between the price of commodities and commodity futures contracts comprised in an index, the greater the impact on the performance of the index of a fall or rise in the prices of such commodities and commodity futures contracts. Disruption of exchanges on which commodity futures contracts are traded and price fluctuation limits In respect of indices comprised of commodity futures contracts which are traded on futures exchanges, any disruption to these futures exchanges can affect the level of such indices. Futures exchanges have the potential to suffer from market disruption, due to trading failures at the exchange or the imposition of volume or daily price fluctuation limits. Such events could result in it not being possible to price one or more commodity futures contracts and therefore accurately determine the level of the index. Positions in commodity futures contracts may become illiquid because certain futures exchanges have regulations that limit the amount of fluctuation in certain commodity futures contract prices which may occur during a single trading day on the relevant exchange referred to as daily price fluctuation limits or daily limits and the maximum or minimum price of a contract on any given trading day on the relevant exchange as a result of these daily limits is referred to as a limit price. Under such daily limits during a single trading day on the relevant exchange, no trades may be executed at prices beyond the daily limits. Once the price of a commodity futures contract has increased or decreased by an amount equal to the daily limit, the commodity futures contract can neither be bought nor sold unless traders are willing to effect trades at or within the limit. This could prevent a holder from promptly liquidating unfavourable or favourable positions and subject it to substantial losses or could lead to lower profits than anticipated and could, therefore, adversely affect the value of any indices referencing such commodity futures contract. If this occurs in relation to the components of the EUR Index, the level of the EUR Index may be determined by the Index Sponsor and there may be a delay in the calculation and publication of the value per Share of the Sub-Fund s Shares and/or an adjustment to the terms of the Sub-Fund s Shares. Prospective investors should note that commodity futures contract prices in various commodities occasionally have exceeded the daily limit for several consecutive days with little or no trading. 340
Retrospective Calculation The EUR Index has been retrospectively calculated by the Index Sponsor on a hypothetical basis, using the same methodology as described herein from 4 August 1997 (the Base Date ) to the Index Live Date. As of the Index Live Date, the Index Sponsor uses the methodology described in the Index description. All prospective investors in the EUR Index should be aware that a retrospective calculation means that no actual investment which allowed a tracking of the performance of the EUR Index was possible at any time during the period of retrospective calculation and that as a result the comparison is purely hypothetical. Discontinuance of the EUR Index The rules of the EUR Index confer on the Index Sponsor in certain circumstances the right to make determinations, calculations, modifications and/or adjustments to the EUR Index and the eligible components of the EUR Index and related matters, which involve, in certain circumstances, a degree of discretion. An index sponsor will generally, as far as reasonably practicable, exercise any such discretion with the aim of preserving the overall methodology of the relevant index. The exercise of such discretion may result in the level of the index on any day being different to that which it may have been had the index sponsor not determined to exercise such discretion. Whilst an index sponsor is typically required to act reasonably and in good faith in exercising its discretion, there can be no assurance that the exercise of any such discretion by the Index Sponsor will not affect the level of the EUR Index and/or alter the volatility of the EUR Index and have an adverse effect on the value of the Sub-Fund s Shares. The Company is not affiliated to the sponsor of the EUR Index in any way and has no ability to control or predict its actions, including any errors in or discontinuation of disclosure regarding its methods or policies relating to the calculation of the EUR Index. Risks related to Commodities Generally Commodities comprise physical commodities, which need to be stored and transported, and commodity futures contracts. The performance of commodity futures contracts is correlated with, but may be different to, the performance of physical commodities. Commodity futures contracts are normally traded at a discount or a premium to the market prices for immediate payment and delivery of the physical commodity (such immediate market is known as the spot market ). The difference between such prices and the prices for commodity futures contracts to buy or sell a commodity at a specific price on a specific date in the future is, on one hand, due to adjusting the market price for immediate payment and delivery by related expenses (warehousing, transport, insurance, etc.) and, on the other hand, due to different methods used to evaluate general factors affecting the markets in which each are traded. In addition, and depending on the commodity, there can be significant differences in the liquidity of the spot and the futures markets. The performance of a commodity, and consequently the corresponding commodity futures contract, is dependent upon various factors, including (without limitation) supply and demand, liquidity, weather conditions and natural disasters, direct investment costs, location, changes in tax rates and changes in laws, regulations and the activities of governmental or regulatory bodies, each as set out in more detail below. Commodity prices tend to be more volatile than most other asset categories, making investments in commodities riskier and more complex than other investments. Some of the factors affecting the price of commodities are: (i) (ii) (iii) (iv) Supply and demand. Commodities are typically considered a finite rather than a renewable resource. If supplies of a commodity increase the price of the commodity will typically fall and vice versa if all other factors remain constant. Similarly if demand for a commodity increases the price of the commodity will typically increase and vice versa if all other factors remain constant. The planning and management of commodities supplies is very time-consuming. This means that the scope for action on the supply side is limited and it is not always possible to adjust production swiftly to take account of demand. Demand can also vary on a regional basis. Transport costs for commodities in regions where they are needed also affect their prices. The fact that some commodities take a cyclical pattern can also result in major price fluctuations. Alternative and substitutes for commodities may be identified, become cheaper and/or more readily available which may result in a decrease in the demand for such commodity and a decrease in the price thereof. Liquidity. Not all commodities markets are liquid and able to quickly and adequately react to changes in supply and demand. The fact that there may be only a few market participants in the commodities markets may mean that speculative investments can have negative consequences and may distort prices. Weather conditions and natural disasters. Unfavourable weather conditions can influence the supply of certain commodities for the entire year. This kind of supply crisis can lead to severe and unpredictable price fluctuations. Direct investment costs. Direct investments in commodities involve storage, insurance and tax costs. Moreover, no interest or dividends are paid on commodities. The returns from investments in commodities are therefore influenced by these factors. 341
(v) (vi) (vii) (viii) Currency Risks Location. Commodities are often produced in emerging market countries, with demand coming principally from industrialised nations. The political and economic situation is, however, far less stable in many emerging market countries than in the developed world. They are generally much more susceptible to the risks of rapid political change and economic setbacks. Political crises can affect purchaser confidence, which can, as a consequence, affect commodity prices. Armed conflicts can also impact on the supply and demand for certain commodities. It is also possible for industrialised nations to impose embargos on imports and exports of goods and services. This can directly and indirectly impact commodity prices. Furthermore, numerous commodity producers have joined forces to establish organisations or cartels in order to regulate supply and influence prices. Changes in tax rates. Changes in tax rates and customs duties may have a positive or a negative impact on the profit margins of commodities producers. When these costs are passed on to purchasers, these changes will affect prices. Changes in exchange rates and interest rates. Changes in exchange rates and interest rates may have a positive or negative impact on the price, demand, production costs, direct investment costs of commodities and the returns from investments in commodities are therefore influenced by and may be correlated to these factors. Laws, regulation and action of regulatory bodies. Changes in law and regulation and/or the action of any applicable government or regulatory body may have a positive or a negative impact on commodity prices and on any of the factors listed above. The value per Share of the Sub-Fund s Shares will be affected by movements in commodity prices generally and by the way in which those prices affect the Index to which the Sub-Fund s Shares are linked. The EUR Index is based on constituents which are denominated in USD. Although one month rolling FX hedging may be used to reduce the exchange rate risk between USD and EUR at the level of the EUR Index, there is no guarantee that such FX hedging will eliminate such risk entirely. Any gain or loss in the EUR Index during the calendar month is not hedged and is exposed to FX risks. Disclaimers The Index Sponsor makes no warranty or representation whatsoever either as to the results that may be obtained from use of the EUR Index and/or the figures at which the EUR Index may stand at any particular day or otherwise. The Index Sponsor will not be liable to any person for any error in the EUR Index and will not be under any obligation to advise any person of any error in the EUR Index. The EUR Index is designed and sponsored by the Index Sponsor and is required to comply with fundamental rules of index construction in relation to relevancy, representation, replication, investment, reliability and consistency. Further Information In the event of a discrepancy between information provided in the Product Annex and the information contained in the description of the EUR Index, the description of the EUR Index shall prevail. A complete English language description of the EUR Index is available to investors upon request at the Company s registered office and at the registered office of the Distributor or the relevant Sub-Distributor. An English version of a term-sheet summarising the general terms of all derivative contracts, such as index swap agreements, is available to investors upon request at the Company's registered office. The Index Sponsor maintains an internet site at the following address where further information may be available in respect of the EUR Index: http://index.db.com or any successor thereto. The level of the EUR Index will be published on the Bloomberg screens DBLCMEEN or any successor thereto. 342