EFTA01372973.pdf

CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY CONFIDENTIAL - FOR DISCUSSION PURPOSES ONLY A decision to invest should only be made after reading the final fund documentation it any and conducting in-depth and independent due diligence. No guarantee can be given that the fund concept will be realized at all or as presented herein. The Issuer will be advised by RREEF America LW. Important Information (continued) Deutsche Bank is not providing accounting, tax or legal advice to any prospective investor. No assurance can be given that the investment objective will be achieved or that any investor will receive a return of all or part of his or her investment. and investment results may vary substantially over any given period of time. An investment S not a deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency or by Deutsche Bank AG. its affiliates or its subsidiaries The views expressed in this document constitute the Issuers. Deutsche Bar* AG or its affiliates' judgment at the time of issue and are subject to change. This document is only for professional investors. This document was prepared without regard to the specific objectives, financial station or needs of any particular person who may receive it. THE PREFERRED SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND THE PREFERRED SHARES HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED UNDER THE SECURITIES LAWS OF ANY U.S. STATE OR ANY OTHER JURISDICTION. THE PREFERRED SHARES WILL BE OFFERED AND SOLD BY THE ISSUER IN THE UNITED STATES FOR INVESTMENT PURPOSES ONLY TO (I) "QUALIFIED INSTITUTIONAL BUYERS' WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OR (II) `ACCREDITED INVESTORS' (AS DEFINED IN RULE 501(A)(1). (2). (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR. SOLELY IN CONNECTION WITH THE INITIAL PLACEMENT OF THE PREFERRED SHARES. OTHER "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT) APPROVED BY THE ISSUER). IN EACH CASE THAT ARE ALSO "QUALIFIED PURCHASERS" WITHIN THE MEANING OF SECTION 3(C)(7) OF THE INVESTMENT COMPANY ACT. THE PREFERRED SHARES WILL BE OFFERED AND SOLD BY THE ISSUER OUTSIDE OF THE UNITED STATES UNDER THE EXEMPTION PROVIDED BY REGULATION S UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE PREFERRED SHARES WILL ONLY BE OFFERED AND SOW BY THE ISSUER TO PERSONS THAT "U.S. PERSONS" FOR U.S. FEDERAL INCOME TAX PURPOSES. IT IS NOT EXPECTED THAT THE PREFERRED SHARES WILL BE REGISTERED UNDER SECTION 12(G) OR ANY OTHER PROVISION OF THE EXCHANGE ACT AND THE RULES PROMULGATED THEREUNDER. NEITHER THE ISSUER NOR THE CO-ISSUER WILL BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT. The Preferred Shares may not be offered or transferred except (i) pursuant to an exemption from registration under the Securities Act and registration or exemption under any other applicable securities laws. (ii)to persons that are 'qualified purchasers' for purposes of Section .3(c)(7) of the Investment Company Pd and "U.S Persons° for U.S. federal income tax purposes, and (iii) as otherwise permitted toder the Issuer's transaction agreements. The Preferred Shares have not been recommended by any U.S. federal or state or non•U.S. securities commission or regulatory authority and none of the foregoing authorities has confirmed the accuracy or determined the adequacy of any final offering circular relating to the Preferred Shares Any representation to the contrary is a unlawful. Any investment in Preferred Shares would be speculative, and may not unable for all investors and would be intended for experienced and sophisticated investors who are willing to bear the high economic risk of the investment. which may include, among other risks: foss of all or a substantial portion of the investment due to leveraging or other speculative investment practices; lack of liquidity in that there may be no secondary market: volatility of returns. restrictions on transferring interests: potential lack of diversification and resulting higher risk due to concentration within a single industry: absence of information regarding valuations and pricing; and less regulation and higher tees than mutual funds. There are numerous additional risks. See the Risk Factors and other information that will be set out in the definitive Private Placement Memorandum to be issued by the Issuer and the final Issuer documentation, if any. No offer to sell or solicitation of offer to purchase any Preferred Shares may be made except pursuant to a definitive Private Placement Memorandum of the Issuer. C 2018 Deutsche Asset Management. NI rights reserved. RIN II Ltd. March 6 2018. CONFIDENTIAL - PURSUANT TO FED. R CRIM P 6(e) DB-SDNY-0066909 CONFIDENTIAL SDNY_GM_00213093 EFTA01372973