db x-trackers II Important Notice to Shareholders

 
TIDMXCS2 
 
 

db x-trackers II

Investment Company with Variable Capital

Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg

R.C.S. Luxembourg B-124.284

(the "Company")

IMPORTANT NOTICE TO THE SHAREHOLDERS OF

db x-trackers II AUSTRALIA SSA BONDS UCITS ETF

(the "Sub-Fund")

01 February 2017

The board of directors of the Company (the "Board of Directors") hereby informs the shareholders of the Sub-Fund (the "Shareholders") that it has resolved to make certain changes to the Sub-Fund, as detailed below under A) OVERVIEW OF THE CHANGES (such changes collectively referred to as the "Changes").

The Changes in relation to the Sub-Fund will be carried out on a date between 06 March 2017 and 31 August 2017 (the "Effective Date"). Once the Changes have been implemented, a notice will be published on the website of the Company, http://www.etf.deutscheam.com (the "Company's Website"), confirming the Effective Date.

Capitalised terms not defined herein shall have the meaning given to them in the prospectus of the Company (the "Prospectus").

A) OVERVIEW OF THE CHANGES

1) Switch of Investment Policy

The Board of Directors has resolved to switch the investment policy of the Sub-Fund from its current Indirect Investment Policy to a Direct Investment Policy with Optimised Index Replication (the "DRSwitch").

Currently the Sub-Fund is exposed to the performance of the Current Reference Index (as defined under 3) below) by way of derivative transactions such as individually negotiated (OTC) swap transactions. Once the DR Switch is effective, the Sub-Fund will carry out its investment objective by directly buying a portfolio of debt securities that may comprise the constituents of the New Reference Index (as defined under 3) below), or unrelated transferable securities or other eligible assets, as determined by the Investment Manager and Sub-Portfolio Manager.

Shareholders' attention is specifically drawn to:

 
 
    -- the "Investment Objectives and Policies" and "Risk 

Factors" sections (including "Risks in relation to

the tracking of indices", "Taxes on transactions

(financial transaction tax)" and "Securities lending,

sale with right of repurchase transactions and repurchase and reverse

repurchase agreement transactions") of the main part of the

Prospectus as well as to the Sub-Fund's Product Annex;

 
    -- the fact that, depending on market conditions, for a short period of 

time (the "Switch Period"), the portfolio of a Sub-Fund

may be partially exposed to swap transactions as well as direct

investments in fixed income securities relating to the Reference

Index. The Investment Manager and the Sub-Portfolio Manager will seek

to minimise the duration of the Switch Period whilst taking into

account prevailing market conditions and acting in the best interests

of investors;

 
    -- the fact that, following the DR Switch, the Sub-Fund may enter into 

securities lending transactions as more fully described in the

Prospectus. In this context, investors' attention is drawn to the fact

that in cases where cash collateral is permitted and accepted, it may

be reinvested subject to the Investment Restrictions;

 
    -- the fact that, following the DR Switch, in relation to subscriptions 

or redemptions on the primary market in respect of the Sub-Fund, the

Minimum Initial Subscription Amount, the Minimum Subsequent

Subscription Amount and the Minimum Redemption Amount (when

applicable) may be changed or may be introduced (such terms defined in

and as more fully described in the Prospectus and the Sub-Fund's

Product Annex);

 
    -- the fact that, following the DR Switch, in relation to subscriptions 

or redemptions on the primary market in respect of the Sub-Fund, the

applicable Significant Market will change from Indirect Replication

Significant Market to Direct Replication Significant Market, and the

applicable Cut-off Time of the Sub-Fund will be amended from 5.00 p.m.

Luxembourg time on the relevant Transaction Day to 5.00 p.m.

Luxembourg time on the Business Day prior to the relevant Transaction

Day; and

 
    -- the fact that, following the DR Switch, Transaction Costs, including 

any taxes, may be incurred by the Sub-Fund and Primary Market

Transaction Costs may be charged to Authorised Participants.

2) Change of Investment Manager

The Board of Directors has resolved to change the Investment Manager of the Sub-Fund (the "IM Change"). Currently, State Street Global Advisors Limited ("SSgA") acts as Investment Manager of the Sub-Fund. SSgA shall be replaced by Deutsche Asset Management Investment GmbH ("DeAM GmbH") as the Investment Manager of the Sub-Fund.

DeAM GmbH, was established in the Federal Republic of Germany as a private limited liability company (Gesellschaft mit beschränkter Haftung), having its registered office at Mainzer Landstraße 11-17, D-60329 Frankfurt am Main, Germany and is authorized and regulated by the Federal Financial Supervisory Authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). It is registered with the commercial register of the local court of Frankfurt am Main under number HRB 9135.

DeAM GmbH will sub-delegate certain of its portfolio management functions to Deutsche Asset Management (UK) Limited ("DeAM (UK)") under the terms of a Sub-Portfolio Management Agreement as more fully described in the Prospectus. DeAM (UK) is a limited liability company incorporated on 16 September 2004 under the laws of England and Wales, having its registered office at Winchester House, 1 Great Winchester Street, London, EC2N 2DB, United Kingdom and is authorised and regulated by the Financial Conduct Authority in the conduct of its designated investment business (as defined in the FCA Handbook).

Investors should note that both on and after the Effective Date, SSgA shall continue to carry out certain functions for the Sub-Fund in order to facilitate the IM Change. Such functions would, for example, include the oversight of settlement of trades initiated before the Effective Date.

The IM Change has been decided in order to optimise and rationalise the portfolio management set-up of the Sub-Fund.

3) Change of Reference Indices

The Board of Directors has resolved to change the investment objective of the Sub-Fund as follows (the "IO Change").

Currently, the investment objective of the Sub-Fund is to reflect the performance of the DB Australia SSA Bonds Total Return Index (the "Current Reference Index").

Once the IO Change is effective, the investment objective of the Sub-Fund will be to reflect the performance of the Citi Australian Government Bond Index (the "New Reference Index").

Similar to the Current Reference Index, the New Reference Index is designed to reflect the performance of fixed-rate, local currency sovereign debt issued by the Australian government.

4) Change of Names

The Board of Directors has resolved to change the name of the Sub-Fund as detailed in the annex to this document as from the Effective Date.

B) GENERAL INFORMATION

Any costs or expenses associated with the implementation of the Changes, will not be borne by the Sub-Fund or its Shareholders.

Shareholders who subscribe or redeem Shares in the Sub-Fund on the primary market and who do not agree with the Changes are entitled to redeem their Shares in accordance with the Prospectus. Such redemptions shall be free of any Redemption Charge from the date of this notice until 5:00 p.m. (Luxembourg time) on 03 March 2017. Please note that the Company does not charge any redemption fee for the sale of Shares in the secondary market. Orders to sell Shares through a stock exchange can be placed via an authorised intermediary or stockbroker. Shareholders should note that orders in the secondary market may incur costs over which the Company has no control and to which the above exemption of Redemption Charge does not apply.

Further information regarding the Changes, including more detailed information regarding the Direct Investment Policy, the new Investment Manager and Sub-Portfolio Manager and the New Reference Index, will be contained in the revised Prospectus, which will be available on the Company's Website on or around the date of this document, and a copy of which may be obtained free of charge at the Company's registered office or at the foreign representatives' offices.

The updated key investor information document for the Sub-Fund will be available on the Company's Website on or around the Effective Date, and a copy of which may be obtained free of charge at the Company's registered office or at the foreign representatives' offices. Neither the contents of the Company's website nor the contents of any other website accessible from hyperlinks on the Company's website is incorporated into, or forms part of, this announcement.

If you have any queries or if any of the above is not clear, you should seek advice from your stockbroker, bank manager, legal adviser, accountant or other independent financial advisor. All shareholders are strongly advised to consult their tax advisor to assess (1) the impact of the Changes and any potential tax consequences thereof and (2) any potential changes between the current and / or future taxation of their investment under the laws of the countries of their nationality, residence, domicile or incorporation.

Further information in relation to the Changes may also be obtained from the legal entities mentioned under 'Contact information' below, the offices of foreign representatives or by sending an email to [e-mail].

db x-trackers II

The board of directors

C) CONTACT INFORMATION

db x-trackers II

49, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg

Deutsche Asset Management S.A.

2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand Duchy of Luxembourg

Annex - Summary of changes

 
Current name      Switch         Change           New name       Share class / ISIN  New Reference 
                  of investment  of investment                                       Index 
                  policy         manager 
db x-trackers     From Indirect  From SSgA to     db x-trackers  Share class 1C      Citi 
II AUSTRALIA      Investment     DeAM GmbH        II AUSTRALIA   (LU0494592974)      Australian 
SSA BONDS UCITS   Policy         (Sub-Portfolio   GOVERNMENT                         Government 
ETF               to             Management       BOND UCITS                         Bond Index 
                  Direct         delegated        ETF (DR) 
                  Investment     to DeAM  (UK)) 
                  Policy 
                  (Optimised 
                  Index 
                  Replication) 
 
 
 
 

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(END) Dow Jones Newswires

February 01, 2017 04:00 ET (09:00 GMT)