Index Guide: USD Net Total Return DB Equity Quality Factor Index Index Guide Date: [ ] 2013 Version: [1]/2013 The ideas discussed in this document are for discussion purposes only. Internal approval is required before DB can commit to any transaction. Only the final terms and conditions of a product must be considered by investors before making an investment decision.
1. Summary Schedule 1 Form of Index Guide for the Index The DB Equity Quality Factor Index USD Net Total Return (the Index ) is a total return index that tracks the performance of a quarterly rebalanced portfolio of constituent Shares of the MSCI World USD Index (the Reference Index ). The Index is reconstituted on a quarterly basis such that for the period from (and including) the effective date of such reconstitution (the Calculation Date immediately following the relevant Reconstitution Date) to (and including) the next following Reconstitution Date the Index will have a long exposure to the shares of the Reference Index, the weights of which shall be adjusted according to a rules-based process and after filtering based on certain constraints. The Index Calculation Agent shall identify on each Selection Date, the Index Constituents for the Index and the reconstitution of such Index that is effective in relation to the immediately following Reconstitution Date in accordance with the following steps which are set out in more detail later on in this document. 1) Determine Market-Capitalisation Weights: Determine the Market-Capitalisation Weights for each Share belonging to the Reference Index by dividing its free float-adjusted Market-Capitalisation by the sum of all free float-adjusted Market-Capitalisation for all Shares belonging to the Reference Index; 2) List the Scoring Pool Shares: The Index Calculation Agent shall, on each Selection Date, identify each Share which is a constituent of the Reference Index on such Selection Date, but disregard (1) any such Share in relation to which the Index Calculation Agent is not able to determine the Return on Invested Capital and/or the Accruals Ratio and (2) any such Share in relation to which the GICS Sector is Financials (such shares being the Scoring Pool Shares ); 3) Compute the normalised scores: Determine, for each Scoring Pool Share, a sector-normalised accruals ratio (respectively a sector-normalised return on invested capital) by adjusting such Share accruals ratio (respectively return on invested capital) for the average and standard deviation of the accruals ratio (respectively return on invested capital) of such Share s respective GICS Sector. 4) Determine and combine the quality metrics into the Quality Score: Determine, for each Scoring Pool Share, a Quality Score by combining the sector-normalised accruals ratio and the sector-normalised return on invested capital; 5) Form the new selection portfolios: Identify, from the Scoring Pool Shares, the quintile with the highest Quality Scores ( Top Quintile ) and the quintile with the lowest Quality Scores ( Bottom Quintile ), disregarding certain Shares on the inability for the Index Calculation Agent to determine such Share s Quality Score. On the same date, the Index Calculation Agent shall also calculate the Selection Portfolio Share Weight of each share belonging to the Top and Bottom Quintile by a positive equal weighting to each share of the Top Quintile and a negative equal weighting to each share of the Bottom Quintile. The Shares identified pursuant to this first step shall be known as the Selection Portfolio Shares ; 6) Re-constitute the composition of the Reference Index: For each Selection Portfolio Share, its respective Selection Portfolio Share Weight shall be added to its Market-Capitalisation Weight. Any resultant negative weights are set to zero. For each Share belonging to the Reference Index that is not a Selection Portfolio Share (i.e. the remaining shares), the weight of such Share shall solely be its Market-Capitalisation Weight. The Shares identified pursuant to this first step shall be known as the Reconstituted Reference Index Shares ; 7) Form the new selection and normalise the weights: Across all Reconstituted Reference Index Shares, disregard certain Shares on the basis of trading volume, and then normalise all weights across the resulting Shares. Such Shares constitute the Index Constituents and the resulting weights are known as the New Weights. 2. General Definitions Calculation Date means any London Business Day. Closing Valuation Time means 16:50 New York Time. Index has the meaning given to it in Section 1. Index Calculation Agent means Solactive AG. Index Currency Index Sponsor means USD. means Deutsche Bank AG, acting through its London branch. 2
Live Date means 15/08/2014. Reconstitution Date Selection Date means the day on which the Index is reconstituted and is the [10 th ] Calculation Date following the relevant Selection Date, or if such day is not a Trading Day, the first Trading Day immediately following such day. means the last Calculation Date of each calendar quarter, namely in January, April, July and October. Selection Disruption Event means, in relation to a Selection Date, the Index Calculation Agent is unable to obtain from an Input Source some or all the data required to determine the relevant Inputs on such Selection Date. Trading Price means the closing price on the relevant Exchange. 3. Reconstitution Process 3.1 Calculating Relevant Inputs 3.1.1 Return on Invested Capital Score The Index Calculation Agent shall, on each Selection Date, determine the Return on Invested Capital Ranking Score by ranking each Scoring Pool Share based on its Return on Invested Capital, with 1 being the Scoring Pool Share with the lowest Return on Invested Capital and n being the Scoring Pool Share with the highest Return on Invested Capital (n being the total number of Scoring Pool Shares). The Index Calculation Agent shall then determine the Return on Invested Capital Score of each Scoring Pool Share in accordance with the following formula: ( ) Where: is the Return on Invested Capital Score for each such Share on Selection Date t; is Inverse Standard Normal Cumulative Distribution Function; is the Return on Invested Capital Ranking Score for each such Share on Selection Date t with 1 being the Shares with the lowest Return on Invested Capital and n being the Shares with the highest Return on Invested Capital; and is the number of Scoring Pool Shares on such Selection Date. The higher a Scoring Pool Share s Return on Invested Capital, the higher its Return on Invested Capital Ranking Score and thus its Return on Invested Capital Score. 3.1.2 Accruals Score The Index Calculation Agent shall, on each Selection Date, determine the Accruals Ratio for each Scoring Pool Share as the quotient of (a) as numerator and (b) as denominator, where, in relation to the Issuer of each such Scoring Pool Share: (a) is the Net Operating Assets of such Issuer on Selection Date t, minus the Net Operating Assets of such Issuer on the Previous Year Reference Date t; and (b) is the absolute value of the Net Operating Assets of such Issuer on the Previous Year Reference Date t. The Index Calculation Agent shall then determine the Accruals Ratio Ranking Score by ranking each Scoring Pool Share based on its Accruals Ratio, with 1 being the Scoring Pool Share with the lowest Accruals Ratio and n being the Scoring Pool Share with the highest Accruals Ratio (where n is the total number of Scoring Pool Shares). The Index Calculation Agent shall then determine the Accruals Ratio Score of each Scoring Pool Share in accordance with the following formula: ( ) Where:
is the Accruals Ratio Score for each such Scoring Pool Share on Selection Date t; is Inverse Standard Normal Cumulative Distribution Function; is the Accruals Ratio Ranking Score for each such Scoring Pool Share on Selection Date t with 1 being the Shares with the lowest Accruals Ratio and n being the Shares with the highest Accruals Ratio; and is the total number of Scoring Pool Shares on such Selection Date. The higher a Scoring Pool Share s Accruals Ratio, the higher its Accruals Ratio Ranking Score and thus its Accruals Ratio Score. 3.1.3 Quality Score The Index Calculation Agent shall, on each Selection Date, determine the Quality Score of each Scoring Pool Shares on such Selection Date as an amount equal to: Where: is the Quality Score relative to such Share and Selection Date, whereby the Share with the highest sector-adjusted Return on Invested Capital and lowest sector-adjusted Accruals Ratio will be ranked highest; is the Return on Invested Capital Score relative to such Share and Selection Date; is the Sector Average relative to the Return on Invested Capital Score and the GICS Sector relative to such Share on such Selection Date; is the Sector Standard Deviation relative to the Return on Invested Capital Score and the GICS Sector relative to such Share on such Selection Date; is the Accruals Ratio Score relative to such Share and Selection Date; is the Sector Average relative to the Accruals Ratio Score and the GICS Sector relative to such Share on such Selection Date; and is the Sector Standard Deviation relative to the Accruals Ratio Score and the GICS Sector relative to such Share on such Selection Date. 3.1.4 Market-Capitalisation Weight The Index Calculation Agent shall, on each Selection Date, determine the Market-Capitalisation Weight of each Share of the Reference Index on such Selection Date as an amount equal to: Where: is the Market-Capitalisation Weight relative to such Share and Selection Date; is the free float-adjusted Market-Capitalisation relative to such Share and Selection Date; is the total free float-adjusted Market-Capitalisation of all such Shares on the Selection Date; 3.1.5 Definitions relevant to fundamental scores
In respect of the Issuer of each Scoring Pool Share: Return on Invested Capital means, in relation to the Issuer of a Share, the return on invested capital of such Issuer on Selection Date t, as determined and reported by Worldscope and FactSet under the mnemonic WSF_ROIC or any successor mnemonic. Previous Year Reference Date means the last Calculation Date of the 12th calendar month immediately preceding Selection Date t. Net Operating Assets means: (a) (b) the sum of relevant Long Term Debt, the relevant Short Term Debt, the relevant Minority Interests and the relevant Total Equity; minus the relevant Cash And Cash Equivalents. Long Term Debt Short Term Debt Minority Interests Total Equity Cash And Cash Equivalents means the long term debt of such Issuer as determined and reported by Worldscope and FactSet under the mnemonic WS_LT_DEBT or any successor mnemonic on Calculation Date t. means the short term debt of such Issuer as determined and reported by Worldscope and FactSet under the mnemonic WS_ST_DEBT or any successor mnemonic on Calculation Date t. means the total minority interests of such Issuer as determined and reported by Worldscope and FactSet under the mnemonic WS_MIN_INT_ACCUM or any successor mnemonic on Calculation Date t. means the total equity of such Issuer as determined and reported by Worldscope and FactSet under the mnemonic WS_COM_EQUITY or any successor mnemonic on Calculation Date t. means the cash and cash equivalents of such Issuer as determined and reported by Worldscope and FactSet under the mnemonic WS_CASH or any successor mnemonic on Calculation Date t. 3.2 Identifying the Scoring Pool Shares The Index Calculation Agent shall, on each Selection Date, identify each Share which is a constituent of the Reference Index on such Selection Date, but disregard (1) any such Share in relation to which the Index Calculation Agent is not able to determine the Return on Invested Capital and/or the Accruals Ratio and (2) any such Share in relation to which the GICS Sector is Financials. Each Share identified in the manner contemplated in the foregoing sentence will be a Scoring Pool Share on the relevant Selection Date. 3.3 Identifying the Selection Portfolio Shares The Index Calculation Agent shall, on each Selection Date, identify: (a) each Scoring Pool Share with a Quality Percentile Rank which is greater than or equal to the Quality Filter Level (i.e. the top 20% with the highest Quality Score). Each Share identified in the manner contemplated in the foregoing sentence will be a Top Quintile Share for the Index from (and including) the Calculation Date immediately following the next following Reconstitution Date. The set of all Top Quintile Shares shall be known as the Top Quintile Portfolio. (b) each Scoring Pool Share with a Quality Percentile Rank which is less than or equal to 100 minus the Quality Filter Level (i.e. the bottom 20% with the lowest Quality Score). Each Share identified in the manner contemplated in the foregoing sentence will be a Bottom Quintile Share for the Index from (and including) the Calculation Date immediately following the next following Reconstitution Date. The set of all Bottom Quintile Shares shall be known as the Bottom Quintile Portfolio. Collectively, the Shares from (a) and (b) shall be known as the Selection Portfolio Shares. Each Top and Bottom Quintile Share shall be weighted as an amount equal to one (1) divided by the number of Top Quintile Shares, respectively Bottom Quintile Shares. All weights calculated in this manner with respect to the Top Quintile Shares shall be assigned a positive sign and all weights calculated in this manner with respect to the Bottom Quintile Shares shall be assigned a negative sign. 3.4 Reconstituting the composition of the Reference Index
The Index Calculation Agent shall, on each Selection Date, and for each Selection Portfolio Share, calculate the weight of such Share as the sum of (a) its respective Selection Portfolio Share Weight and (b) its respective Market-Capitalisation Weight. Any resultant negative weights are set to zero. For each Share belonging to the Reference Index, that is not a Selection Portfolio Share (i.e. the remaining shares), the weight of such Share shall solely be its Market-Capitalisation Weight. Each Share identified in the manner contemplated in the foregoing sentence will be a Reconstituted Reference Index Share on the relevant Selection Date. 3.5 Identifying the Index Constituents The Index Calculation Agent shall, on each Selection Date, identify each Reconstituted Reference Index Share which is a constituent of the Reference Index on such Selection Date, but disregard any such Share with (1) an ADV Percentile Rank lower than the ADV Filter Level (i.e. the bottom 20% with the lowest ADV) or (2) in relation to which the Index Calculation Agent is not able to determine the ADV. Each Share identified in the manner contemplated in the foregoing sentence will be an Index Constituent on the relevant Selection Date. The weight of each Index Constituent will be an Index Constituent Weight on the relevant Selection Date. 3.6 Determining the New Weight of each Index Constituent The Index Calculation Agent shall, on each Selection Date, calculate the New Weight of each Index Constituent identified pursuant to the provisions of Section 3.5 above as an amount equal to the quotient of (a) the Index Constituent Weight and (b) the sum of all Index Constituent Weights as of such Selection Date. 3.7 Definitions Accruals Ratio means, in relation to a Selection Date and each Scoring Pool Share, the quantity determined as such in accordance with the rules set out in Section 3.1.2 Accruals Score above. Accruals Ratio Ranking Score means, in relation to a Selection Date and each Scoring Pool Share, the ranking as determined by the Index Calculation Agent of the relevant Share based on its Accruals Ratio, with 1 being the Shares with the lowest Accruals Ratio and n being the Shares with the highest Accruals Ratio (where n is the number of Scoring Pool Shares). Accruals Ratio Score means, the quantity determined by the Index Calculation Agent in relation to a Selection Date and a Share pursuant to the provisions set out in Section 3.1.2 Accruals Score above. Average Daily Dollar Trading Volume or ADV means, in respect of any Share and a day, an amount expressed in USD equal to the quotient of 1) as the numerator and 2) as the denominator where: ADV Filter Level means 20. 1) is sum of the product for each of the sixty weekdays immediately preceding and including such day of a) and b) where: a. is the daily trading volume of such Share (determined by the Index Calculation Agent by reference to information obtained from the relevant Exchanges or from third party suppliers of such information), or, if such day is not a Trading Day in relation to such Share, zero; and b. is the official closing price in respect of such Share (if applicable, converted into USD by reference to the closing Exchange rate on such day), or, if such day is not a Trading Day in relation to such Share, zero; and 2) is equal to the number of Trading Days relating to such Share in such sixty weekdays period as determined by the Index Calculation Agent. For the above purposes, Trading Day shall mean any day the relevant Exchange publishes a closing price in relation to such Share. ADV Percentile Rank FactSet GICS Sector means, in relation to a Share and a Selection Date the Percentile Rank for the ADV of such Share on such Selection Date, as determined by the Index Calculation Agent. means FactSet Research Systems Inc., or any successor thereto. means, in relation to the Issuer of a Share, the industrial sector classification of such Issuer. Namely:
- GICS Global Industry Classification Standard - or, if not available, ICB Industry Classification Benchmark - or, if not available, TRBC Thomson Reuters Business Classification. Input Source Inputs means FactSet. means the ADV, the Accruals Ratio, the Return on Invested Capital, the Market Capitalisation and/or the Quality Score (each an Input ). Inverse Standard Normal Cumulative Distribution Function means the NORMSINV Excel function. Market-Capitalisation means, in relation to a constituent of the Reference Index and a Selection Date, the last USD free float-adjusted market capitalisation value on such Selection Date, as determined by Worldscope and disseminated by FactSet under the mnemonic MSCI_MCAP or any successor mnemonic. Market-Capitalisation Weight means, in relation to a constituent of the Reference Index and a Selection Date, the weight as determined in Section 3.1.34 Market-Capitalisation Weight above. Trading Day Percentile Rank Percentile Unit means, in relation to a day, that such day is a trading day in relation to all Share constituents of the Reference Index. means, in relation to a Share and an Input, the integral number which, if multiplied by the relevant Percentile Unit, will result in an amount which is equal to, or closest in value to (but greater than), the Rank of such Share in relation to such Input. For the avoidance of doubt, the lowest Percentile Rank is 1 and the highest Percentile Rank is 100. means, in relation to a Share and an Input, an amount equal to the inverse of 100 multiplied by (i) if the Input is ADV, the Accruals Ratio, the Return on Invested Capital the number of Scoring Pool Shares and (ii) if the Input is the Quality Score, the number of Selection Pool Shares. Quality Filter Level means 80. Quality Percentile Rank means, in relation to a Share and a Selection Date, the Percentile Rank for the Quality Score of such Share on such Selection Date, as determined by the Index Calculation Agent. Quality Score Rank means, in relation to a Share, the quantity determined as such according to the rules set out in Section 3.1.3 Quality Score above. means, in relation to a Share and an Input, the rank determined by the Index Calculation Agent for such Share in accordance with the following: Each Share will be ranked by increasing Input value (such that a Share with a higher Input value will have a higher rank than a Share with a lower Input value), with the lowest rank being 1 and the highest rank being a number equal to (i) if the Input is the ADV, the number of Shares comprising the Reference Index (ii) if the Input is the Accruals Ratio or the Return on Invested Capital, the number of Scoring Pool Shares or (iii) if the Input is the Quality Score, the number of Selection Pool Shares, provided however that if two or more Shares have the same Input value (such Shares, the Equal Shares ), (i) the rank assigned to each Share with a higher Input value than the Equal Shares will be higher than the Equal Shares; (ii) the rank assigned to each Share with a lower Input value will be lower than the Equal Shares; and (iii) as between themselves, the rank assigned to each Equal Share shall be determined by the Index Calculation Agent in its sole and absolute discretion. Reference Index has the meaning given to it in Section 1 above. Return on Invested Capital means, in relation to a Selection Date and each Scoring Pool Share, the quantity determined as such in accordance with the rules set out in Section 3.1.1 Return on Invested Capital Score above. Return on Invested Capital Ranking Score means, in relation to a Selection Date and each Scoring Pool Share, the ranking as determined by the Index Calculation Agent of the relevant Share based on its Return on Invested Capital, with 1 being the Shares with the lowest Return on Invested Capital and n being the Shares with the highest Return on Invested Capital (where n is the number of Scoring Pool Shares). Return on Invested Capital Score means, the quantity determined by the Index Calculation Agent in relation to a Selection Date and a Share pursuant to the provisions set out in Section 3.1.1 Return on Invested
Capital Score above. Scoring Pool Share Sector Average means, in relation to a Selection Date, each Share identified as such by the Index Calculation Agent in accordance with the provisions of Section 3.2 above. means, in relation to an Input and 3) a GICS Sector, the average of the relevant Input value for each Share in relation to which the GICS Sector is equal to such GICS Sector; and 4) a Share, the Sector Average relative to such Input and the GICS Sector relative to such Share. Sector Standard Deviation means, in relation to an Input and 5) a GICS Sector, the standard deviation of the relevant Input value for each Share in relation to which the GICS Sector is equal to such GICS Sector; and 6) a Share, the Sector Average relative to such Input and the GICS Sector relative to such Share. Selection Portfolio Share means, in relation to a Selection Date, each Share identified as such by the Index Calculation Agent in accordance with the provisions of Section 3.3. Worldscope means the business unit of Thomson Reuters Corp. trading as Worldscope Fundamentals, or any successor thereto.