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Growth Plus: Berkshire Hathaway Inc*

Series 3/2010

An investment opportunity with structured exposure to the performance of Berkshire Hathaway Inc class B shares.

Combined financial services guide and product disclosure statement, parts 1 and 2 of 2

Issued by Deutsche Managed Investments Limited

ABN 55 118 336 584, AFSL 330531

14 May 2010

www.dbaccess.db.com

* The product is not sponsored or approved by, or affiliated with, Berkshire Hathaway Inc

Reference only.Offer closed.

1dbaccess certificates

Part 1 Growth Plus: Berkshire Hathaway Inc Series 3/2010

Why invest? 4

Offer summary 6

What are you investing in? 11

How does it work? 17

Risks 24

How to apply 27

Part 2 Terms

Getting started 4

The investment life and 6 at maturity

Transfers, withdrawals 11 and other things

Communication 14

Tax opinion 15

Consent 22

Financial Services Guide 23

About us 24

Contents

Important information

2 Growth Plus: Berkshire Hathaway Inc – Series 3/2010

Issuer DMIL issued this combined product disclosure statement (PDS) and financial services guide (FSG). DMIL is regulated by the Australian Securities and Investments Commission (ASIC) under its Australian financial services licence (AFSL) issued under the Corporations Act 2001 (Cth) (Corporations Act).

We and you When we refer to we, us or our, we mean DMIL. When we refer to you or your, we mean whoever is named in the application and when we’ve issued the certificates, whoever is entered on the register as the certificate holder. If there’s more than one for any obligation:

� you owe us, you means each person separately and all of them jointly.

� we owe you, we can fulfil our obligations by satisfying our obligations to any one of you.

Certificates The offer is for certificates, which are deferred purchase agreements as described in the PDS part 1 ‘Offer Summary’ and on page 4 of PDS part 2. The certificates are securities under chapter 7 of the Corporations Act. Our certificate obligations are separate and independent, owed directly to you and unsecured. You can’t enforce or share the benefit of any certificate held by another person.

Berkshire Hathaway Inc

The certificates and DMIL are not sponsored or approved by, or affiliated with, Berkshire Hathaway Inc.

Not a guarantee or a deposit

The certificates are unsecured obligations of ours, carry risk and their performance or repayment of capital invested isn’t guaranteed by us (except as set out in the terms in this PDS), Deutsche Bank AG, Sydney branch (Deutsche Bank) ABN 13 064 165 162, or any other entity. The certificates aren’t a deposit of ours and don’t represent a deposit with or other liability of Deutsche Bank. Deutsche Bank has agreed to make payments or deliver assets to us (or at our direction) equivalent to the payments or deliveries we must make to you under the certificates. We’ve directed Deutsche Bank to make those payments and deliveries to you on our behalf, and it has agreed. If it doesn’t, we remain obliged to do so. We can’t cancel that direction. You can only demand payment or delivery of assets from us, not Deutsche Bank.

Entire agreement

The terms in this PDS and FSG are the entire agreement between you and us and replace any previous agreement.

No personal advice

This PDS and FSG isn’t investment or tax advice and is general information only. It doesn’t take into account your own financial needs, investment goals or circumstances. Before investing you should read all of the PDS and the FSG to make sure you understand the investment and the risks you’ll be exposed to, given your own circumstances. Please speak to your financial, legal and tax advisers.

Growth Plus: Berkshire Hathaway IncSeries 3/2010An investment opportunity with structured exposure to the performance of Berkshire Hathaway Inc class B shares. Combined financial services guide and product disclosure statement, part 1 of 2

Issued by Deutsche Managed Investments Limited (DMIL) ABN 55 118 336 584, AFSL 330531

14 May 2010


Complex Product

The certificates are complex structure financial products. We strongly recommend you obtain advice from your financial, legal and tax advisers. You shouldn’t invest if you can’t fully understand the product and this PDS and FSG.

No cooling off You can’t get a refund of your application amount if you change your mind about investing.

Australian offer only

This offer is made only to people receiving both parts of this PDS and the FSG, including electronic copies, in Australia. If you’ve received this PDS outside Australia, you might be subject to non-Australian laws that restrict its distribution.

Updates If information in this PDS or FSG changes then if the change:

� is not materially adverse to investors, we may make information on the change available at www.dbacccess.db.com or you can ask us for a free paper copy.

� is materially adverse to investors, then if the change happens before issue we’ll issue a supplement to this PDS and FSG and provide you with a copy or if it happens after issue of the certificates we’ll provide you with information about the change.

References For these certificates:shares are the reference index referred to in PDS part 2 and are class B shares in Berkshire Hathaway Inc (BRK.B). SPDR S&P/ASX 200 Fund units are the delivery assets referred to in PDS part 2 and means units in the SPDR S&P/ASX 200 Fund or any other securities that we may substitute as the delivery assets.amend includes vary or replacea document includes any variation or replacement of itinsolvency applies when a person is insolvent or an insolvent under administration or has a controller appointed, as defined in the Corporations Act, in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration, wound up, subject to any arrangement, assignment or otherwise unable to pay debts when they fall duelaw means common law, principles of equity and parliamentary laws, including regulations and other instruments made under parliament, any laws, consolidations, amendments, re-enactments or replacements of any of them and any applicable rules of a licensed financial marketa person includes an individual, a firm, a body corporate, an unincorporated association and an authority and includes the person’s successors, permitted assigns, substitutes, executors and administratorstaxes means taxes, levies, imposts, charges and duties imposed by any authority with any related interest, penalties, fines and expenses, except if imposed on or calculated in regard to net income of any party. It includes goods and services taxes and stamp and transaction duties time is the time in Sydney, unless we state differentlythe words including, for example or such as, when introducing an example, don’t limit the meaning of the words with examples of a similar kind$ or money mean amounts in Australian dollars, unless we state differently


Overview

This is intended to be a summary only. Please refer to the offer summary and the other sections of this PDS for a more detailed explanation of this investment.

Your investment is based on the concept of ‘strategy performance’ which is the performance of the strategy value over the life of the investment. The strategy value is a formula that gives you variable exposure in the performance of Berkshire Hathaway Inc class B shares, depending on the volatility of the shares. It gives you a lower exposure to the shares during periods of high volatility because we believe that in highly volatile markets the price of shares is more likely to fall.

Your returns on the investment will only equal or exceed the issue price you paid if the strategy performance at maturity is at least 20.75%.3 This only happened 59.43% of the time based on historical simulations or only 49.63% of the time when the participation rate at the start of the investment was similar to the participation rate that would apply today, so you could lose all or part of your investment.4

The certificates aren’t an actual investment in the shares. The certificates won’t mirror the performance of the shares, because we use the strategy performance (and not just the share price) to calculate the distributions and maturity price.

You get enhanced exposure to the strategy performance because the issue price is only a fraction of the notional amount of $10.3 The distributions and maturity price are calculated based on the notional amount. The enhanced exposure has the benefit of magnifying your gains, but it also has the potential to magnify your losses when compared to an investment based only on the issue price. This is because any increase or decrease in the strategy performance is a multiple of the higher notional amount and not the issue price.

When your investment matures, you’ll get SPDR S&P/ASX 200 Fund units with diversified exposure to Australia’s top 200 companies (unless you prefer us to sell them for you instead).5

The bottom lineGet a three-year investment with the potential for enhanced growth at maturity and two potential annual distributions of up to 9%2 of the notional amount each year. After maturity you’ll get SPDR S&P/ASX 200 Fund units (unless you ask us to sell them for you to get cash instead). But you could lose all of your investment.

Why invest?

1 The certificates are not sponsored or approved by, or affiliated with, Berkshire Hathaway Inc.2 You might not receive any distributions in either year or you might receive less than the

maximum distribution rate.3 The issue price will be between $1.975 and $2.075 (19.75% and 20.75% of the notional

amount) and is fixed by us on the certificate issue date. We’ve assumed that the issue price is set at the maximum of $2.075 on the certificate issue date, which is 20.75% of the notional amount. See page 13 for further information.

4 Simulations are based on rolling three-year investment periods starting every day from 13 April 1997 (maturing in April 2000) to 13 April 2007 (maturing April 2010). Past performance is not an indicator for future performance. See page 14 for further information.

5 The number of SPDR S&P/ASX 200 Fund units you get is dependant on the maturity price. We can replace the SPDR S&P/ASX 200 Fund units with substitute delivery assets at any time in our discretion, although our general intention isn’t to do so.

With dbaccess certificates Growth Plus: Berkshire Hathaway Inc1, you have

the potential for enhanced growth as well as income, with two annual cash

distributions of up to 9% each.2


Five reasons to invest

1. Benefit from exposure to growth in Berkshire Hathaway Inc class B shares at maturity.

2. You want the potential for enhanced returns as the distributions and maturity amount are based on the notional amount (which is more than the issue price) but the most you can lose is the issue price.

3. You could get two annual cash distributions during your investment of up to 9% of the notional amount each year.

4. It’s an easy-to-access, three-year investment with no application or ongoing fees.

5. After maturity, you’ll get SPDR S&P/ASX 200 Fund units.5

Why this might not suit you

1. You want capital protection and don’t want to lose all or part of your investment.

2. You think that Berkshire Hathaway Inc share growth will be slow or negative over the three-year term.

3. You think that the volatility of the shares will be consistently high over the three-year term and you want to participate directly in the performance of the shares.

4. You want a diversified investment that is not dependant on the performance of a single share.

5. You don’t think this investment will outperform other investment opportunities, including a direct investment in the shares.

6. You don’t want enhanced exposure with the potential to magnify losses relative to a direct investment.

7. You might need to withdraw before the three-year maturity.

8. You don’t normally invest in complex structured financial products.

9. You’ll rely on this investment for income and payment of the two annual cash distributions depends on the strategy performance.

This list isn’t comprehensive and doesn’t take into account your personal

circumstances. You should seek financial, legal and tax advice that considers

your objectives, financial situation and needs before you decide to invest.


Offer summaryThis summary lists the details of this investment. PDS part 2 explains the general terms that apply to investing in these and other certificates we issue from time to time. Together they’re the terms you agree to if you decide to invest.

Timeline

Offer opens 14 May 2010

Offer closes 5pm, 25 June 2010. We may change this date by publishing a new close date at our website, www.dbaccess.db.com

Application payment Cleared funds received by 5pm, 30 June 2010

Expected issue 9 July 2010

Distributions We calculate two annual distribution amounts after the issue date (expected to be on 9 July 2011 and 9 July 2012). We’ll pay you any distributions as soon as practicable.

Maturity Three years after the issue date, expected to be 9 July 2013

Early termination Early termination events are listed in PDS part 2.

Withdrawals Withdrawals will be accepted at our discretion. Requests received by 5pm on the 20th day of March, June, September and December (starting September 2010) will be processed that quarter. Requests received after that time will be processed the following quarter unless we decide in our discretion to process them earlier. We’ll pay you any withdrawal amounts within seven days of the last day for accepting withdrawals.

Key information

dbaccess certificates Growth Plus: Berkshire Hathaway Inc – Series 3/2010The certificates are deferred purchase agreements where you agree to buy SPDR S&P/ASX 200 Fund units at maturity or, if we decide, another delivery asset (our general intention isn’t to replace the SPDR S&P/ASX 200 Fund units). The number of SPDR S&P/ASX 200 Fund units (or other delivery assets if there’s a substitution) you’re entitled to at maturity depends on the certificate’s maturity price and the price of the delivery asset. As soon as practical after maturity, these delivery assets will be transferred to you (unless you ask us to sell them for you instead).

Issuer Deutsche Managed Investments Limited

Issue price The issue price will be between $1.975 and $2.075 per certificate (19.75% and 20.75% of the notional amount), and will be fixed by us on the certificate issue date. The lower the issue price, the more certificates you will get for your application amount.

We decide the issue price (in our discretion) based on various factors, including volatility of the shares, the share price, the level of interest rates in Australia relative to those in the United States and the volatility of the Australian dollar exchange rate at that time. We won’t issue the certificates if the issue price on the expected issue date would not be between $1.975 and $2.075 per certificate.

Notional amount You get exposure to a notional amount of $10 per certificate while only paying the issue price per certificate.

As a result of the issue price being between $1.975 and $2.075 per certificate, your exposure to the strategy performance increases to between 4.82 and 5.06 times your issue price. This is because your distributions and maturity amount are determined by reference to the notional amount per certificate you hold. Exposure to the notional amount has the benefit of magnifying your gains, but it also has the potential to magnify your losses when compared to an investment based only on the issue price.

Listing The certificates won’t be listed or displayed on any securities exchange.

Currency Australian dollars

Minimum investment Minimum cash investment of $10,000 (and in multiples of $1,000 above that amount) which equates to a minimum notional amount of $48,192.77 – $50,632.91, depending on the issue price.

Minimum offer subscription

We might not issue certificates if the aggregate amount of applications received is for a notional amount of less than $5 million.

Minimum withdrawal 5,000 certificates, providing you continue to hold at least 5,000 certificates


Share Used as a reference point to calculate your distribution amounts and maturity price.

Name NYSE code Website

Berkshire Hathaway Inc class B shares BRK.B www.berkshirehathaway.com

Visit www.nyse.com for Berkshire Hathaway Inc class B share prices and further information.Berkshire Hathaway Inc is listed on the New York Stock Exchange. We selected Berkshire Hathaway Inc class B shares because they are generally more liquid than class A shares. The certificates and DMIL are not sponsored or approved by, or affiliated with, Berkshire Hathaway Inc.

Share price The published closing price of the shares on any reference-business day.

Participation rate The ‘participation rate’ is a concept designed to manage market risk and poor performance by varying the level of exposure to the shares depending on the volatility of the shares. Volatility measures how much and how quickly the value of the shares changes. More change more quickly means higher volatility.

The participation rate gives you a lower exposure to the shares during periods of high volatility because we believe that in highly volatile markets the price of shares is more likely to fall and vice versa. If during times of high volatility the price of shares increases then a lower participation rate will mean that you won’t fully benefit from the gains.

We calculate the participation rate on each reference-business day by reference to the volatility of the shares for the previous 100 reference-business days.6 The participation rate applies for the next reference-business day’s calculation of the strategy value.

The participation rate is calculated as follows:

Participation rate = (volatility target) (volatility of the shares for the previous 100 reference-business days6)

The maximum participation rate is 200%. The participation rate can’t be less than 0%. This means that your exposure to the share price performance is likely to be more than or less than 100%, based on the volatility of the shares.

Volatility target 19%. If the volatility of the shares over the previous 100 reference-business days was higher than the volatility target, the participation rate will be less than 100%, giving you less exposure to the share price performance. If the volatility of the shares was lower than the volatility target, the participation rate will be more than 100%, giving you more exposure to the share price performance.For more information on the historical volatility levels of the shares see page 12.

Strategy value Your distributions and maturity amount are determined based on the performance of a concept called the ‘strategy value’. The strategy value is calculated daily taking into account the volatility of the shares, the exposure to the share performance as determined by the participation rate, the share performance and the adjustment factor of 0.004365.The strategy value is calculated at the close of the relevant day as follows:

strategy value =[{(participation rate on previous day ) x ( share

performance) +100%}( strategy value on previous day )] - 0.004365

Where:

� Share performance = [(share price on current day) – (share price on previous day)] (share price on previous day)

Strategy performance

The performance of the strategy value during the life of the investment, based on the start value.

Start value To calculate the start value we calculate the strategy value on three specific dates. The start value is the average of these three strategy values. The first date is the certificate issue date (expected to be 9 July 2010) when the strategy value is set to 100. The second and third dates are once a month for two months after the issue date (expected to be 9 August 2010 and 9 September 2010).

6 We calculate the volatility for the previous 100 reference-business days using the following formula:

2

1001001

365

×× ∑

− daypreviousprice onsharedaycurrentprice onshare

Int

tix


End value To calculate the end value we calculate the strategy value on six specific dates. The end value is the average of these six strategy values. The first date is five months before maturity (expected to be 11 February 2013). The second, third and fourth dates are once a month from the first date (expected to be 11 March 2013, 9 April 2013, 9 May 2013, 10 June 2013). The last date is the maturity date (expected to be 9 July 2013).

Distribution amount

We calculate the periodic distribution amount by multiplying the distribution rate by the notional amount.We calculate the distribution rate on each distribution date as follows:1. We calculate the strategy performance on the distribution date. This may be a negative number.

=

strategy value on the distribution date[( ) start value( )]

start value( )strategy performance

on the distribution date

-

2. We subtract the sum of any previous distribution rates paid from the strategy performance on the distribution date.

3. We use the amount calculated in step two to determine the distribution rate, as follows:

If the amount calculated in step two is: Distribution rate is equal to

negative zero

between zero and 9% equal to strategy performance

greater than 9% 9%

Maturity price We calculate the maturity price as follows:1. We calculate the strategy performance at maturity. This may be a negative number. strategy performance at maturity = (end value – start value)

start value2. From the amount calculated in step one, we subtract the sum of all annual distribution rates paid.3. We then multiply the amount calculated in step two by the notional amount to get the return amount.

As a formula (steps 1 to 3):

return amount = [( strategy performance at maturity ) - (

sum of annual distribution rates

paid )] x notional amount

4. We use the amount calculated in step three to determine the maturity price, as follows:

Return amount Maturity price (per certificate) is equal to

greater than zero return amount

less than or equal to zero zero

If the maturity price is zero you won’t receive anything on the maturity date and your only return from the certificates will be any distributions you received. The maturity price plus any distributions you received could be less than the issue price you paid. But you can’t lose more than your initial investment, being the issue price you paid.

Delivery assets We intend to deliver SPDR S&P/ASX 200 Fund units. While we may substitute these units, our general intention isn’t to do so. We’ll only substitute them with securities or managed investment products that are, at maturity, in a class of financial products that are a constituent of the index known as the S&P/ ASX 200. After maturity the units (or other delivery assets if there’s a substitution) will be transferred to you (unless you ask us to sell them for you instead).

Withdrawal and early termination prices

Each calculated in our discretion. We consider a range of factors including the market value of instruments we might use to hedge our obligations under the certificates, and any break costs and taxes associated with unwinding those hedges. Your withdrawal/early termination price may be less than the issue price and it could be zero. You would receive cash on withdrawal or early termination, without the option of receiving SPDR S&P/ ASX 200 Fund units. For more information see page 16.


Business day A day when the Australian Securities Exchange and banks are open for trading which is also a reference-business day. If something is due to be done on a day that isn’t a business day, then it’ll be done on the next business day (unless we state differently).

Reference-business day

A day when the New York Stock Exchange is open for trading. If something is due to be done on a day that isn’t a reference-business day, then it’ll be done on the next reference-business day (unless we state differently).

Valuations The certificate values will be published monthly at www.dbaccess.db.com. The valuations are our estimate of what the certificates are worth at a particular time. They aren’t an indication of the amount you’d receive if you withdraw or if we terminate the certificates early.

Risks See ‘Risks’ on page 24 for other risks.No capital protection: The certificates aren’t capital protected, you could lose all of your investment. You could also lose some or all of your investment if you withdraw or the certificates are terminated early.Notional amount: The enhanced exposure has a similar effect to borrowing and has the potential to magnify gains and losses relative to a direct investment in the shares. You could lose all of your investment, but not more.Participation and volatility: In addition to exposure to the strategy performance equal to the notional amount, you also get variable exposure to the share price performance through the participation rate. This means that you can have exposure to the share performance by more than the 4.82-5.06 times your issue price, if the participation rate is more than 100%.In some periods the participation rate might be less than 100%, which means that if the share price is rising you won’t fully benefit from the gains. In other periods the participation rate may be greater than 100% which means that if the market’s falling, the strategy value losses will be magnified.Concentration: The maturity price is dependant on the strategy performance (linked to a single share price) and the share price may change substantially over the life of the investment. Strategy value: The investment isn’t an actual investment in the shares. Changes in the share value won’t be the same as the certificates because of factors that can specifically affect the certificates value (such as volatility and the adjustment factor of 0.004365).Withdrawals and liquidity: There’s no established market. We decide (in our discretion) whether to accept withdrawals and determine the certificate withdrawal price.Counterparty: Our obligations are unsecured. If we don’t meet our obligations, in the worst case you could lose all of your investment.


Fees and other costsFees You don’t pay us any application or ongoing fees.

Commissions Deutsche Bank may pay commissions to approved people, including advisers, dealer groups and distributors. They aren’t additional amounts paid by you or deducted from your application amount.

Upfront commission

up to 2.20% of your total notional amount to your financial adviser

up to 1.10% of your total notional amount to other approved people

Commissions are based on your total notional amount. Your total notional amount is calculated first, by dividing your application amount by the certificate issue price to determine the number of certificates (rounded down to a whole number). Then the number of certificates is multiplied by the notional amount to calculate your total notional amount.

Ongoing commission

nil

Waiver Some advisers might waive some or all of their commissions. If your adviser chooses to waive their commission and checks the box in the application form, you’ll receive more certificates based on the GST-exclusive amount of any commission waived. Commissions to other people won’t be waived.

Goods and services tax (GST)

These commissions include 10% GST, for example the maximum 2.20% commission payable to your financial adviser includes 0.20% GST. You won’t pay this GST. If an adviser waives their commission and you receive additional certificates, this won’t have GST implications for you.


What are you investing in?

You’re investing in certificates with a three-year maturity. After maturity you’ll receive SPDR S&P/ASX 200 Fund units,7 which you can continue to hold or ask us to sell them for you to receive cash instead.

What are the SPDR S&P/ASX 200 Fund units?The SPDR S&P/ASX 200 Fund is an exchange-traded fund – an index fund

that trades like shares with the diversification of managed funds. It’s listed

on the Australian Securities Exchange, giving you exposure to a diversified

portfolio from the largest and most liquid 200 Australian listed entities in

one simple transaction. Its performance is designed to closely track the

S&P/ASX 200 index performance (before fees and expenses). You also get

the benefit of dividends and distributions and potentially any associated

franking credits from holding the SPDR S&P/ASX 200 Fund units after

maturity.

The SPDR S&P/ASX 200 Fund’s responsible entity and investment manager

are part of the State Street Group, which provides investment research and

management, information processing, fund accounting and administration

and capital market, and other investment services to business and financial

institutions worldwide. For more information visit www.spdrs.com.au.

How will the strategy value and share performance affect your investment?

The participation rate is designed to manage market risk and poor

performance by varying the level of exposure to the shares depending on

the volatility of the shares.

If the volatility of the shares over the previous 100 reference-business days

was higher than the volatility target, the participation rate (level of exposure

to the shares) will be reduced because we believe that in highly volatile

markets the price of shares is more likely to fall. If the volatility of the shares

was lower than the volatility target, the participation rate will increase,

giving the strategy value greater exposure to the shares because we believe

that in a less volatile market the price of shares is more likely to increase.

If the share price falls in a period after experiencing higher than 19%

volatility, or rises in a period after experiencing lower than 19% volatility, the

strategy value may outperform the shares. The flipside is the strategy value

may underperform if markets fall in a period after experiencing lower than

19% volatility, or if markets rise in a period after experiencing higher than

19% volatility.

7 We can replace the SPDR S&P/ASX 200 Fund units with substitute delivery assets at any time in our discretion, although our general intention isn’t to do so.


Historical performance and simulationsThe simulations in the graphs are illustrative only and don’t represent actual or any likely performance, which may differ materially. In calculating the simulated historical strategy values we used the participation rates that would have applied on each reference-business day. We used actual historical share prices and volatility. Dividends aren’t assumed to be reinvested, and the prices have been adjusted for corporate events. Fees and costs haven’t been considered in the calculations. The actual performance will be different to the simulated past performance. Past performance is not an indicator of future performance.

How would the participation rate have compared to volatility? The graph below shows the actual volatility of the shares over a 10-year period from April 2000 to April 2010

compared to the simulated participation rates that would have applied on each reference-business day using a

volatility target of 19%. The graph illustrates the correlation between high volatility and low participation vs low

volatility and high participation.

Berkshire Hathaway Inc class B shares – Actual volatility vs. participation rate

0%

50%

100%

150%

200%

250%

0%

10%

20%

30%

40%

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60%

70%

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90%

Apr

-00

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-00

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-01

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-02

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-04

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-10

Par

ticip

atio

n

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ual v

oatil

ity

Actual volatility Participation rate

Source: DMIL

The average participation rate that would have applied over the 10-year period illustrated in the graph above was

89.90% and for the same period the average volatility (for each 100-day period) was 26.37%. Although not shown

in the graph the participation rate that would have applied on 5 May 2010 was 69.67%, based on the volatility of the

shares over the last 100 reference-business days of 27.27% and using a volatility target of 19%.


How would the strategy value have performed compared to the shares?The graph below shows the simulated historical levels of the strategy value, had it existed, compared to the actual historical share price performance for a 10-year period from April 2000 to April 2010.

Simulated strategy value vs Berkshire Hathaway Inc class B shares

0

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Str

ateg

y V

alue

(reb

ased

to

100)

Berkshire Hathaway Inc Class B Shares Strategy value

Source: DMIL

The graph below compares the simulated historical levels of the strategy value, had it existed, with the actual historical share prices, assuming a rolling three-year performance period. This graph is presented on a rolling, daily basis to show how the strategy value and the share price would have performed over three-year-periods (the same period as the investment term), starting every day from 13 April 1997 (maturing in April 2000) to 13 April 2007 (maturing in April 2010).

You can see the strategy value outperformed the share price 52.68% of the time, with outperformance ranging from 0% to 60.52%. It underperformed 47.32% of the time, with underperformance ranging from 0% to – 48.59%.

Simulated strategy value vs Berkshire Hathaway Inc class B shares (rolling 3-year performance)

-40%

-20%

0%

20%

40%

60%

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120%

Apr

00

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Per

form

ance

(%)

Berkshire Hathaway Inc Class B Shares Strategy value

Source: DMIL

How would the strategy value have performed?

If the issue price had been fixed at $2.075, the performance of the strategy value must be at least 20.75% over the rolling three-year periods for the returns on the investment to exceed the issue price paid. That’s because an issue price of $2.075 is equal to 20.75% of the notional amount of $10. The flipside is that if the performance of the strategy value was less than 20.75%, all of the issue price wouldn’t be returned. If the issue price had been fixed at less than $2.075, the performance of the strategy value over the period can be less (when compared to a higher issue price) for the returns on the investment to exceed the issue price paid.


Assuming an issue price of $2.075, we set out in the table below outcomes based on two scenarios of historical simulations. In Scenario A, we considered the performance of the strategy value over rolling three-year periods starting every day from 13 April 1997 (maturing in April 2000) to 13 April 2007 (maturing in April 2010) (shown in the graph below). In Scenario B, we considered the performance of the strategy value over the same period but only for investments where the participation rate on the first day of the investment was between 65% and 75% (which is a similar level to today, being approximately 70%). But, past performance is not an indicator for future performance.

Strategy performance over rolling

three-year investment periods

Scenario A Scenario B Outcome

20.75% or greater 59.43% 49.63% Investment returns equal or exceed the issue price paid

Greater than 0% but less than 20.75% 26.92% 35.29% Some but not all of the issue price paid would’ve been returned

0% 13.66% 15.07% No returns, so the entire issue price would’ve been lost.

The following two graphs show when the simulated historical levels of the strategy value underperformed and outperformed compared to historical share prices. Each graph shows an investment term of three years and the relevant participation rate that would have applied. The graphs don’t match the graph above because the strategy value level and share price are set to 100 on the start date, which will happen on the certificate issue date. This means that only the changes in the strategy value and the share price after the start date of the graph are shown.

Underperformance of the strategy value (December 2000 – 2003)The graph below shows the simulated historical levels of the strategy value between 22 December 2000 and 24 December 2003- approximately a three-year investment. The graph shows the simulated historical level closely matched and then underperformed the share price. The reason for the underperformance is high volatility of the share price, which resulted in the strategy value having a low participation rate or exposure to the share price in a rising market. The rate of underperformance is -10.40%.

Simulated strategy value vs Berkshire Hathaway Inc class B shares (rolling 3-year performance)

0%

20%

40%

60%

80%

100%

120%

140%

160%

0

20

40

60

80

100

120

140

Dec

-00

Feb

-01

Apr

-01

Jun

-01

Aug

-01

Oct

-01

Dec

-01

Feb

-02

Apr

-02

Jun

-02

Aug

-02

Oct

-02

Dec

-02

Feb

-03

Apr

-03

Jun

-03

Aug

-03

Oct

-03

Dec

-03

Per

form

ance

(reb

ased

to

100

)

Berkshire Hathaway Inc Class B Shares (left axis) Strategy value (left axis) Participation Rate (right axis)

Source: DMIL


Outperformance of the strategy value (April 2007 – 2010)The graph below shows the simulated historical levels of the strategy value between 13 April 2007 and 13

April 2010 a three-year investment. The graph shows the simulated historical level closely matched and then

outperformed the share price. The reason for the outperformance is high volatility of the share price, which resulted

in the strategy value having a low participation rate or exposure to the share price in a falling market. The rate of

outperformance is 24.34%.

Simulated strategy value vs Berkshire Hathaway Inc class B shares (rolling 3 year performance)

0%

20%

40%

60%

80%

100%

120%

140%

160%

180%

200%

0

20

40

60

80

100

120

140

160

Apr

-07

Jun-

07

Aug

-07

Oct

-07

Dec

-07

Feb

-08

Apr

-08

Jun-

08

Aug

-08

Oct

-08

Dec

-08

Feb

-09

Apr

-09

Jun-

09

Aug

-09

Oct

-09

Dec

-09

Feb

-10

Apr

-10

Per

form

ance

(reb

ased

to

100)

Berkshire Hathaway Inc Class B Shares (left axis) Strategy value (left axis) Participation Rate (right axis)

Source: DMIL


What happens if you withdraw or the certificates terminate early?

Withdrawals and early termination eventsIf you withdraw or the certificates terminate (for reasons described in PDS part 2), we’ll calculate the withdrawal/early termination price in our discretion. We consider a range of factors including:

� the market value of instruments we might use to hedge our obligations under the certificates (such as futures, options, swaps and cash deposits)

� any break costs and taxes from unwinding those hedges, and

� any other applicable costs and taxes.

Market value of hedge instrumentsWe might hedge our obligations. The market value of these hedge instruments reflects the value of:

� options over the shares. The option values will be influenced by the value and expected volatility of the shares on the withdrawal/early termination date and interest rates, and

� the level of interest rates in Australia relative to those in the U.S., and

� volatility of the Australian dollar exchange rate.

Factors

Likely impact on market value and withdrawal/early

termination price

fall in value of shares ê

increased volatility of shares ê

increased volatility of the Australian dollar exchange rate é

Break costs and taxes from unwinding hedge instrumentsBreak costs and taxes are the costs and taxes we’d incur if we’d decided to hedge our obligations and then had to unwind our hedges earlier than anticipated as a result of the withdrawal/early termination. The break costs will be impacted by a number of factors including: payments by us or Deutsche Bank that can’t be recovered (such as commissions paid); administration costs or loss of profit for the terminated hedge positions. For example, a widening bid/offer spread in the hedge instruments would increase break costs which means your withdrawal/early termination price would be lower.

Factors

Likely impact on

break costs

Likely impact on

withdrawal/early

termination price

widening bid/offer spread in hedge instruments. é ê

greater liquidity in hedge instruments ê é

higher brokerage, taxes and related imposts é ê

Other costs and taxesWe may incur other costs and taxes as a result of the withdrawal/early termination, including administration costs for processing the withdrawal/early termination or loss of profit.


How does it work?

Here are some examples demonstrating how your returns are calculated. They may help you decide if these investments are suitable for you.

These examples are hypothetical only and are not forecasts or simulations

of the shares or certificate performance, or a reference to past performance.

The actual certificate performance may be materially different. None of

the examples consider the tax consequences of your investment in these

certificates. This isn’t investment or tax advice so before investing you

should speak to your financial, legal and tax advisers.

If your adviser chooses to waive their upfront commission, you’ll receive

more certificates based on the amount waived. The value of the additional

certificates you’ll receive is equal to the GST-exclusive amount of the

commission waived by the adviser. For example assume you invest $20,000,

the maximum commission payable to your adviser is 2.20% of your total

notional amount (including GST), and the certificate issue price is $2.075.

Your total notional amount would be $96,380 ($20,000 divided by $2.075,

rounded down to 9,638 certificates and then multiplied by $10).

Your adviser would ordinarily receive a maximum commission of $2,120.36.

This amount includes 10% GST – equal to $192.76 or 0.20% of the

application amount. When the adviser waives that upfront commission,

you’ll receive 928 additional certificates equivalent to a total application

amount of $1,927.60. This is equal to the whole number of units that could

be issued from the GST-exclusive amount of the waived commission ie

$2,120.36 commission minus $192.76 GST, or 2.20% commission minus

0.20% GST (we keep the remainder of $2.00).


Below are examples showing you:

1. how the strategy value will be calculated

2. how your distributions will be calculated

3. what you’ll get at maturity

4. what will happen if you decide to withdraw

5. what will happen if we decide to terminate the

certificates early.

In the examples, we assume (unless otherwise indicated):

� the issue price is $2.075.

� you have paid a cash application amount of $20,000 and

received 9,638 certificates.

� you have a notional amount of $96,380.

� you hold the 9,638 certificates during the investment and

at maturity.

� the investment life is 3 years. The issue date is 9 July 2010

and the maturity date is 9 July 2013.

� the start value is 101.30.

In the examples, we express your investment return as an

annualised compound growth rate (with annual compounding

and before tax). This rate shows how an investment would

grow if it had a constant or smoothed rate of return. It’s not

a real rate and is sometimes also called an internal rate of

return (IRR).


Example 1: How will the strategy value be calculated?When the certificates are issued the strategy value is set to 100. Assume that on the reference-business day after

the issue date:

� the share price is 80.01, up from 79.48 on the issue date.

� the volatility over the previous 100 reference-business days is 25.41%.

This table shows how we calculate the strategy value on the day after the issue date.

Term Definition Calculations and assumptions

Participation rate

We calculate the participation rate from the previous reference-business day.

Participation rate = volatility target volatility for previous 100 days

= 19.00%

25.41%

= 74.77%

We use this rate as it’s less than the maximum rate of 200%

Share performance

Share performance

= [(share price on current day) – (share price on previous day)] (share price on previous day)

= (80.01-79.48)

79.48

= 0.67%

Strategy value

Strategy value = [{(participation rate on previous day) x (share performance) +100%} x (strategy value on previous day)] - 0.004365

= [(74.77% x 0.67% + 100%) x 100] – 0.004365

= 100.49

The strategy value is calculated on each reference-business day.

Example 2: How will your distributions be calculated?We calculate the distribution rate using the three-step process described in the Offer Summary.

Assume the start value is 101.3 and the strategy value at the end of the first year is 97.25.

First, we calculate the strategy performance on the distribution date.

Strategy performance = (97.25 – 101.30)

101.3

= -4%'

As there are no previous distributions (ie, this is the first distribution), the calculated amount is -4%. Since

this is negative, the distribution rate for the first year is 0% and you wouldn’t receive any distributions on that

distribution date.

Let’s assume that in the second year, the strategy performance on the distribution date is 7% (assuming no

distributions in the first year). This will be the distribution rate as it is below the maximum 9% distribution rate. The

distribution amount will be $0.70 per certificate, which is calculated by multiplying the 7% distribution rate by the

notional amount of $10 per certificate.

So you’d receive $6,746.60 at the end of the second year for your 9,638 certificates. This is calculated by multiplying

the $0.70 distribution amount by your 9,638 certificates.


Example 3: What would you get at maturity?At maturity, you’re entitled to SPDR S&P/ASX 200 Fund units.8 The number of SPDR S&P/ASX 200 Fund units you

get depends on the maturity price. The SPDR S&P/ASX 200 Fund units will be transferred to you, unless you ask us

to sell them for you so you can receive cash instead.

Positive strategy performance at maturity

Assume the strategy performance at maturity increased by 26% represented by an end value of 127.64. This

table shows how we calculate the maturity price of $1.90 per certificate. Your maturity amount is calculated by

multiplying the maturity price by the number of certificates you hold at maturity.


Strategy performance at maturity

strategy performance = (end value – start value) start value

= (127.64 – 101.30)

101.30

= 26%

Maturity price 1. We calculate the strategy performance at maturity. 2. From the amount calculated in step 1 we subtract the

sum of annual distribution rates paid.3. We then multiply the amount calculated in step 2 by the

notional amount to get the return amount. 4. If the return amount is greater than zero, the return

amount is the maturity price. If the return amount is less than or equal to zero, the maturity price is zero.

= (26% –7%) x $10.00

= $1.90

As the return amount is greater than zero, it’s the maturity price.

In this example your maturity price would be $1.90 per certificate, so your maturity amount would be $18,312.20.

Your maturity amount is calculated by multiplying the maturity price by the number of certificates you hold at

maturity.

The bottom line: Your $5,058.80 gain above your original $20,000 investment (calculated at maturity) is made up

of your maturity amount and the distribution of $6,746.60 you received during the life of the investment (from the

example above). The gain represents a total return of 25.29% over the term above your $20,000 original investment

or 8.64% pa as an annualised compound growth rate or IRR.

How many SPDR S&P/ASX 200 Fund units do you get?

Assume:

� your maturity amount is $18,312.20 (from this example).

� expenses are $60. These represent the costs or taxes that we or our agents incur, or expect to incur, with the

purchase and transfer of the SPDR S&P/ASX 200 Fund units, which we decide (in our discretion) to pass on to

you. At the date of this PDS, we don’t expect there to be any expenses. As this might change before maturity,

we’ve included expenses in this example.

� after maturity you’d receive SPDR S&P/ASX 200 Fund units, which were bought at a volume-weighted-average

purchase price of $47.03 each.

8 We can replace the SPDR S&P/ASX 200 Fund units with substitute securities at any time in our discretion, although our general intention isn’t to do so.


Term Definition Calculations

Number of SPDR S&P/ASX 200 Fund units

We calculate this by dividing the maturity amount, minus expenses, by the SPDR S&P/ASX 200 Fund units purchase price, rounded down to the nearest whole number. As a formula:

number of SPDR S&P/ASX 200 Fund units =

(maturity amount – expenses) purchase price

= ($18,312.20 – $60)

$47.03

= 388 SPDR S&P/ASX 200 Fund units

Remainder We calculate the remainder by multiplying the SPDR S&P/ASX 200 Fund unit purchase price by your number of SPDR S&P/ASX 200 Fund units, then subtract that amount from your maturity amount after expenses.

Paid to you in cash if the remainder is more than $50

= ($18,312.20– $60) – ($47.03 x 388)

= $4.56

We keep this as it’s less than $50

The bottom line: You’d receive 388 SPDR S&P/ASX 200 Fund units, with a value at maturity of $18,247.64. We’d

transfer the SPDR S&P/ASX 200 Fund units to you as soon as practical but there’s a risk they could have fallen in

value by the time they’re transferred.

In this example you’d make a gain of $4,994.24 calculated at maturity. This is calculated by subtracting the $60

expenses and the $4.56 remainder from the $5,058.80 gain from the growth at maturity and cash distributions

you received during the investment life. This represents a total return of 24.97% over the term above your $20,000

original investment or 8.53 % pa as an annualised, compound-growth rate or IRR.

What do you get if you ask us to sell SPDR S&P/ASX 200 Fund units?

Assume:

� you want cash from the sale of the SPDR S&P/ASX 200 Fund units.

� you’re entitled to 388 SPDR S&P/ASX 200 Fund units (from the previous calculation) and we sell these

SPDR S&P/ASX 200 Fund units for you at a volume-weighted-average price of $46.75 each. The sale

proceeds are $18,139.00.

� expenses are $50, which represent any costs or taxes that we or our agents incur, or expect to incur, from selling

the SPDR S&P/ASX 200 Fund units or paying the sale proceeds to you, which we decide (in our discretion) to

pass on to you. At the date of this PDS, we don’t expect there to be any expenses. As this might change before

maturity, we’ve included expenses in this example.

Under these assumptions you’d receive $18,093.56 cash from the sale proceeds, calculated by:

� subtracting expenses of $50 from the $18,139.00 amount we received from selling your SPDR S&P/ASX 200

Fund units.

� adding back the $4.56 remainder calculated in the previous example.

The bottom line: You’d receive $18,093.56 cash from the sale of the SPDR S&P/ASX 200 Fund units. We’d sell

them as soon as practical after maturity but they could have fallen in value from when we bought them to when we

sold them. Assuming you’d received a total of $6,746.60 in distributions before maturity, your total return over the

three-year-investment would be 24.20% or 8.29% pa as an annualised, compound-growth rate or IRR.

Negative strategy performance at maturity – loss of investment

Assume the strategy performance at maturity is -4%, represented by an end value of 97.25.

In this example your certificates have no value at maturity because the return amount is less than zero.


Even though the strategy performance is -4%, you wouldn’t receive anything at maturity. This is the case even

though the share price performance at maturity may have increased.

This table shows why your certificates have no value at maturity.


Strategy performance at maturity

strategy performance = (end value – start value) start value

= (97.25 – 101.3)

101.3

= -4.00%

Maturity price 1. We calculate the strategy performance at maturity.

2. From the amount calculated in step one, we subtract the sum of annual distribution rates paid.

3. We then multiply the amount calculated in step 2 by the notional amount to get the return amount.

4. If the return amount is greater than zero, the return amount is the maturity price. If the return amount is less than or equal to zero, the maturity price is zero.

= (-4% –7%) x $10.00

= -$1.10

As the return amount is less than zero, the maturity price is zero.

The bottom line: Your loss at maturity would be $13,253.40, calculated by subtracting your initial $20,000

investment from the $6,746.60 distributions you received over the investment life, as your maturity amount would

be zero. The loss represents a total return of -66.27% relative to your $20,000 original investment.

Example 4: What will happen if you decide to withdraw?Assume you invested in the certificates intending to hold SPDR S&P/ASX 200 Fund units as a long-term investment.

However due to a change in personal circumstances, you want to withdraw your certificates on 10 July 2011 (after

12 months). We have the discretion to accept your withdrawal request. In this case, we agree to process your

withdrawal. You’d receive cash on withdrawal, without the option of receiving SPDR S&P/ASX 200 Fund units. The

withdrawal amount could be zero.

If you’d invested intending to withdraw, the Commissioner of Taxation might take the view that you held the

certificates on revenue account. So, you might not get the capital gains concession you might have otherwise

received if you’d invested on capital account. You should review the ‘Tax opinion’ in PDS part 2 and seek your own

tax advice if you’re considering withdrawing prior to the maturity date when you invest or later.

Assume we decided (in our discretion) the certificate withdrawal price was $0.77. Your withdrawal amount would

be $7,421.26, which is calculated by multiplying the $0.77 certificate withdrawal price by your 9,638 certificates.

The bottom line: You’d receive $7,421.26 cash on the withdrawal date. You’d have a loss of $12,578.74, as there

was no cash distribution at the end of the first year. This represents a total return of -62.89% over your investment

period, relative to your $20,000 original investment.


Example 5: What will happen if we decide to terminate the certificates early?Assume you invested in the certificates and there’s an early termination

event as described in PDS part 2 on 10 January 2012 (after 1.5 years), so

we decide (in our discretion) to terminate the certificates.

You’d receive your early termination amount in cash without the option of

receiving SPDR S&P/ASX 200 Fund units. The early termination amount

could be zero.

Assume we decided (in our discretion) the certificate early termination price

was $0.84, after considering the factors discussed above.

Your early termination amount would be $8,095.92 which is calculated

by multiplying the $0.84 certificate early termination price by your 9,638

certificates.

The bottom line: You’d receive $8,095.92 cash as your early termination

amount. You wouldn’t receive the distribution for the end of the second

year because we terminated before the distribution date. You’d have a

loss of $11,904.08 as there was no cash distributions over the period you

held the certificates. This represents a total return of -59.52% over your

investment period, relative to your $20,000 original investment.


Risks

These investments carry risks. This is a summary of the significant risks. Before investing, read all of the PDS to make sure you understand the risks for you and speak to your financial, legal and tax advisers. This document doesn’t take into account your own financial needs, investment goals or financial circumstances.

The certificates

No capital protectionThe certificates aren’t capital protected. You might not receive any distributions during the life of the investment, and if the strategy performance at maturity is zero or negative you’ll lose all of your investment.

If you withdraw or there’s an early termination, the withdrawal price or termination price might be less than your original investment.

Notional amountYou pay the $1.975- $2.075 certificate issue price (determined on the issue date) and receive $10 notional exposure to the strategy performance. The enhanced exposure has the potential to magnify gains and losses relative to a direct investment in the shares. This has a similar effect to borrowing as you receive exposure to the strategy performance for an amount that is more than the issue price you paid. But, as it’s not actual borrowing, you don’t pay interest and there are no margin calls or request for any further payments or repayments to be made. You could lose all of your investment, but not more.

Strategy valueThe investment isn’t an actual investment in the shares. Changes in the share value won’t be the same as the certificates because of factors that can specifically affect the certificates value (such as volatility and the adjustment factor of 0.004365).

You shouldn’t consider the simulated historical strategy performance as an indication of the future strategy performance.

ConcentrationYour investment isn’t diversified because your maturity price depends on the strategy performance (linked to a single share price) and the price of the shares could change substantially over the life of the investment.

Participation and volatilityThe participation rate determines varying levels of participation of the strategy value to the shares, depending on the volatility of the shares over the previous 100 reference-business days compared to the target volatility.

In addition to exposure to the strategy performance equal to the notional amount, you also get variable exposure to the share price performance through the participation rate. This means that you can have exposure to the share performance by more than the 4.82-5.06 times your issue price, if the participation rate is more than 100%.

In some periods the strategy value may have a participation rate of less than 100%, which means that if the share price is rising, you won’t fully benefit from the gains. For example if the participation rate is set at 25% and the market rises by 3%, the strategy performance will be 0.75% over that same period. In other periods the participation rate may be greater than 100% up to a maximum of 200%. If the market’s falling, the strategy value losses will be magnified. For example, if the participation rate is set at 150% and the share price then falls by 8.34%, the strategy performance will fall by 12.50% over that same period.

AveragingThe strategy performance at maturity is determined from average levels of the strategy values used to calculate the start value and the end value. The averaging calculation seeks to reduce the effect of volatility of the share price during the first three months and the last six months of the three-year term. The effect is that the impact of a fall or a rise in the share price on the value of the certificates is decreased.

Early terminationWe can terminate the investment for specific events, for example: tax, legislative, market disruptions and corporate events, investor insolvency or if Deutsche Bank – as our hedge provider – can’t hedge our exposure under the certificates. See PDS part 2 for a description of these events.


We decide the early termination price in our discretion

and you’ll almost certainly receive a different amount

from what you would have received if an early

termination event hadn’t happened and you’d held the

certificates to maturity. You could receive less than

the issue price you paid, returns that are less than the

strategy performance or the performance of the shares,

or you may receive nothing.

Disruptions and adjustments

We can calculate a share price or strategy value

differently if either a disruption or adjustment event

happens (see PDS part 2 for a description of these

events). If there’s an adjustment event, we can also

adjust the terms or number of your certificates or

terminate the certificates. These may affect the value of

your certificates as well as the timing of our obligations

to you, including delivery of the SPDR S&P/ASX 200

Fund units.

Withdrawals and liquidity

There’s no established market for trading the

certificates.

We can reject your withdrawal application or restrict

when you withdraw. We decide the withdrawal price

in our discretion and you’ll almost certainly receive a

different amount from what you would have received if

you’d held the certificates to maturity. You could receive

less than the issue price you paid, returns that are less

than the strategy performance or the performance of

the shares, or you may receive nothing.

Distributions

The distribution amount depends on the strategy

performance. Since this is subject to fluctuation,

you might not receive any distributions in either

year or you might receive less than the maximum

annual distribution rate of 9% pa of the notional

amount. You should not invest if you’re relying on this

investment for income.

Tax

If you don’t plan to hold the SPDR S&P/ASX 200 Fund

units as a long-term investment, the Australian Taxation

Office might consider the certificates are held on

revenue account. So you might not get any capital gains

concession, which you could be entitled to if you’d held

the certificates on capital account. This might happen

if the Australian Taxation Office decides that when you

invested, you intended to withdraw or transfer before

maturity or sell the SPDR S&P/ASX 200 Fund units

immediately after delivery.

This is only one of a number of tax considerations. You

should read the ‘Tax Opinion’ in PDS part 2 and seek

professional tax advice regarding your circumstances.

Market

Share prices can go up and down. Global markets

can be impacted by: industrial disruptions, political

instability, economic instability (global recession,

inflation, interest rate and currency fluctuations),

legislative and regulatory changes, corporate fraud or

financial markets disruption. This can affect the share

price, the strategy value, the certificate maturity price

and the value of the delivery assets transferred to you or

sold for you.

No dividends from the shares or SPDR S&P/ASX 200

Fund units

Under the certificates, you don’t own the shares or the

SPDR S&P/ASX 200 Fund units during the investment

life. So you won’t receive any dividend payments that

holders of the shares or SPDR S&P/ASX 200 Fund units

might receive. You also won’t have the voting or other

rights that holders of the shares or SPDR S&P/ASX 200

Fund units might have. After maturity you’ll be delivered

SPDR S&P/ASX 200 Fund units,9 and then you’ll have

the same rights as holders of SPDR S&P/ASX 200 Fund

units (including rights to dividends and voting rights).

Shares

Past performance isn’t an indicator of future

performance

You shouldn’t consider the historical prices and volatility

of the shares as an indication of the future performance

or volatility of the shares.

9 We can replace the SPDR S&P/ASX 200 Fund units with substitute delivery assets at any time in our discretion, although our general intention isn’t to do so.


SPDR S&P/ASX 200 Fund unitsThe SPDR S&P/ASX 200 Fund units are subject to market risks and other

risks inherent in owning listed instruments. For example, the market value

of the SPDR S&P/ASX 200 Fund units could fall between the date we buy

them for you and the date they’re transferred to you or sold on your behalf.

The SPDR S&P/ASX 200 Fund units might not be very liquid so you can’t

sell them when you’d like to.

You could be delivered something other than the SPDR S&P/ASX 200

Fund units if we decide (in our discretion) to substitute them. Although

our intention isn’t to do so, we might need to because we decide it’s not

practical to transfer them to you or sell them for you. We will only substitute

the SPDR S&P/ASX 200 Fund units with securities or managed investment

products that are, at maturity, in a class of financial products that are a

constituent of the index known as the S&P/ASX 200.

Deutsche Bank GroupCounterparty risk

Our obligations under the certificates are unsecured. The certificates aren’t

a deposit of ours and don’t represent a deposit with or other liability of

Deutsche Bank. They rank equally with our existing unsecured debt subject

to insolvency, banking and similar laws affecting creditors’ rights. The

certificate performance or repayment of capital invested isn’t guaranteed

by us (except as set out in the terms in this PDS), Deutsche Bank or any

other entity. Deutsche Bank has agreed to make payments or deliver assets

to us (or at our direction) equivalent to the payments or deliveries we must

make to you under the certificates. We’ve directed Deutsche Bank to make

those payments and deliveries to you on our behalf, and it has agreed. If it

doesn’t, we remain obliged to do so. We can’t cancel that direction. You can

only demand payment or delivery of assets from us, not Deutsche Bank.

This doesn’t remove the risk that we don’t meet some or all of our

obligations to you. If this happens (for example, if we were to become

insolvent) you might not be paid all distributions that are owed to you; have

all your SPDR S&P/ASX 200 Fund units transferred to you; or receive all

the cash from their sale proceeds. In the worst case, you won’t receive any

money or delivery assets. You could lose all of your investment.

Potential conflicting interests

We and other Deutsche Bank Group members could have conflicting

interests from our roles including issuer, arranger, nominee, broker or

custodian and hedge provider. We may, in other businesses for example,

trade in the shares or instruments related to those shares, or the companies

that issued the shares could transact with us or other Deutsche Bank Group

members as a counterparty or client. These transactions could negatively

impact a share price at any time.


You can apply by:1. completing the application form with an approved adviser

2. giving us the relevant supporting documents

3. sending the application form, supporting documents and cheque (unless you’ve chosen to direct debit) to:

Deutsche Managed Investments Limited

c/- Registries Limited

GPO Box 3993 Sydney NSW 2001

If you send your application to a different address we might not receive it before the offer closes, which means

we can reject your application, or might not receive it at all.

Supporting documentsYou’ll need to provide different documents depending on the kind of investor you are. Also, we might ask you for

more information to meet our legal obligations. If you don’t provide all of the supporting documents or if this form

isn’t complete, it could delay or stop your application.

There have been significant changes to the Anti-Money Laundering and Counter-Terrorism Financing (AML/CTF)

regime in Australia. The reforms address the risk of money laundering and the financing of terrorism. In particular,

the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and associated rules and regulations

require us to conduct customer due diligence.

This means we’ll need to collect information and documents from you before we can give you a financial service or

product covered by AML/CTF legislation. As part of the application process, we may ask you for more information

or documents including information about a certificate holder, any beneficial interest in the certificates and the

source of funds used to invest. We may also obtain information about you or any beneficial owner of a certificate

from third parties if we think it’s necessary to comply with AML legislation. From time to time, we may need to

update our client information and documentation. The legislation also requires that we monitor client transactions,

so we may contact you occasionally to understand details relating to your account activity.

If the documents you provide aren’t in English, please provide a translation by an accredited translator. Documents

can be certified by a: legal practitioner, notary public, police officer, solicitor, justice of the peace, chartered

accountant, an Australia Post employee (must be an employee for two years or more) or your financial adviser.

The table below lists the supporting documents you’ll need to provide, depending on the kind of investor you are.

Investor Description Supporting documents

Individual(s) This includes individuals investing on behalf of a person under the age of 18.

If you’re investing as joint applicants, all of you need to sign the application form. We’ll consider your certificates are held as joint tenants, which means one of you can operate the account and give notices that binds others for future transactions unless you indicate on the form (Section F) that joint signatures are required for notices and to operate the account.

A certified copy of either a: � current passport � current driver licence.

Australian company

Companies incorporated in Australia that are: � listed on the ASX � proprietary company (ending with pty ltd) � public company (ending with ltd) � companies limited by guarantee (not for profit

companies).

1. A certified copy of one of the following: � the certificate of incorporation � the company registry records.

2. Private (unlisted) companies also need to provide a certified copy of passport or driver licence for at least two directors (or the sole director).

3. For private companies, if an entity or person owns more than 25% of the company, please attach the documents they would have needed to provide if they were investing too. For example please attach the documents required in the ‘Individual’ section above.

How to apply



Foreign company Incorporated in a foreign jurisdiction with an Australian branch.

1. A certified copy of one of the following: � the certificate of incorporation � the company registry records.

2. A certified copy of passport or driver licence for at least two directors (or the sole director).

3. Any foreign registration identification.

4. For private companies, if an entity or person owns more than 25% of the company, please attach the documents they would have needed to provide if they were investing too.

Trustee Investing as trustee on behalf of another. The trust could be, for example, a:

� super fund (including a self-managed super fund)

� family trust � deceased estate � managed investment scheme � charitable trust � testamentary trust.

Use the documents listed above, depending on whether you are:

� an individual � an Australian company � a foreign company.

Trusts (includes Super Funds)

As trustee, you’ll also need to provide information about the trust as well as yourself.

1. Trust ABN and ARSN

2. Registration number issued by the Australian Securities and Investments Commission (ASIC)

3. A certified extract of sections of trust deed showing nature of trust and trustee details

4. Details of beneficiaries – individuals or classes of beneficiaries (eg present and future descendents of John Smith)

5. For trusts, if an entity or person has more than 25% beneficial ownership of the trust, please attach the documents they would have needed to provide if they were investing too. For example please attach the documents required in the ‘Individual’ section above.

Partnership Established by a partnership agreement/deed. 1. A certified copy of the partnership agreement.

2. By at least two partners, a certified copy of passport or driver licence.

Association (incorporated/unincorporated)

Incorporated associations are registered by the state, territory or country where they’re based. Their rules include:

� not for profit � appointment of a public officer and committee � profits, if any, can only be used to promote non-

profit objectives.

Unincorporated associations don’t have a legal identity and can’t hold assets in their own name, so must appoint individuals as trustees, who own the assets for the benefit of the association.

1. A certified copy or certified extract of the constitution or rules of the association.

2. Incorporated associations also need to verify documentation that they’ve received from ASIC or by the state, territory or overseas body responsible for their incorporation.

Registered co-op A structure owned and controlled by the people it serves, who join together for a common benefit. It’s a separate legal entity (registered under the relevant state or territory legislation) that provides services for its members rather than making profits.

1. A certified copy or certified extract of the rules of the co-operative.

2. A certified copy or certified extract of any register maintained by the co-operative.

Government body A legal entity owned or controlled by a federal, state or local government (eg universities, local councils and statutory agencies).

1. Proof of status as a government/state entity.

2. Extract of statute establishing the entity.



Power of attorney Someone authorised under a formal document to act on behalf of the beneficiary (eg a person travelling could appoint an attorney to conduct their business in their absence).

1. A certified copy of the power of attorney and identification of the named attorneys per individual(s) above.

2. Each beneficiary also needs to provide the same identification as set out above depending on the type of beneficiary:

� individual � Australian company � foreign company � trustee etc.

Direct debit request service agreementDirect debit arrangements are requests to deduct money from your financial institution account to pay for

something. Our direct debit user identification number is 389183. If you make a direct debit request (DDR) in your

application form, you’ll be bound by the terms below.

Drawing arrangements

If you’ve checked the direct debit box in section B of the application form, we’ll debit your account for amounts you

permit us to debit from you (including the application amount). This debit will be made through the Bulk Electronic

Clearing System (BECS) from your account held at the financial institution you nominate in your application form.

If the debit day falls on a day that’s not a business day, we’ll debit your account on the following business day. We

may vary the details of this agreement or a DDR at any time, giving you at least 14 days’ written notice.

We’ll keep any information (including your account details) in your DDR confidential. We’ll keep this information

secure and ensure our employees, contractors or agents with access to it don’t use, modify, reproduce or disclose

it in an unauthorised way. We’ll only disclose information we have about you as required by law, or to employees,

agents or contractors of the Deutsche Bank Group.

Changes

You can change, stop or defer a debit payment, or terminate this agreement by giving us 14 days’ notice by:

� calling us on 1800 634 850

� emailing [email protected]

� writing to Deutsche Managed Investments Limited

c/- Registries Limited

GPO Box 3993 Sydney NSW 2001

� arranging it through your financial institution.

Disputes

You should check your account statement to verify the amounts debited are correct. If there’s an error, you should

write to us or contact your financial institution.

If we agree your account was incorrectly debited, we’ll adjust your account (including any interest or charges

incurred). We’ll also write to you stating the amount of the adjustment. If we conclude the debit was correct, we’ll

give you our reasons in writing.

What you need to do

You need to ensure:

� your nominated account accepts direct debits (your financial institution can confirm this)

� your account details are correct

� there are enough funds in your account to allow a debit payment according to the DDR.

If there aren’t enough funds in your account when we debit your account, or you give us incorrect account details,

you may be charged a fee or interest by your financial institution. You may also incur fees or charges imposed or

incurred by us. If this happens with your application payment and you want us to process your application, you’ll

need to arrange for payment of the application funds, together with any fees or charges imposed by us. You can

pay by cheque or by making sure there are enough cleared funds in your account by the application payment date

(set out in the offer summary in PDS part 1). Otherwise, we might not be able to process your application.


Application formdbaccess certificatesGrowth Plus: Berkshire Hathaway Inc – Series 3/2010This application is part of the PDS issued by Deutsche Managed Investments Limited (DMIL) ABN 55 118 336 584

AFSL 330531 on 14 May 2010.

Complete the application form

If you’d like to invest, complete the application form by printing in block letters, using a black or blue pen. Please

select checkboxes by marking X. You need to complete sections marked with an *. If there isn’t enough room on

the form please attach another page.

Section A: Application amount*

The minimum investment for this offer is $10,000, and in multiples of $1,000 above that amount.

$

Section B: Payment details*

Application amount

Please X the box to advise us how you’ll pay for your application amount. If you’d like to use the direct debit facility,

you’ll be bound by the direct debit request service agreement in PDS part 1.

cheque

Please make cheques payable to Deutsche Managed Investments Limited. We only accept cheques drawn from the

applicant’s account (not third parties).

drawer

BSB cheque number cheque amount $

direct debit

I/we request and authorise DMIL (or our agents or service providers including Registries Limited), direct debit user

identification number 389183, to debit my/our account (details below) with the application amount using the direct

debit facility through the Bulk Electronic Clearing System.

Australian bank account details*

This account will be used if:

� we need to pay you any money for your certificates.

� you’ve asked us to debit your application amount from this account.

A direct debit dishonour fee and other charges may apply if you don’t have enough funds in your account or you

provided incorrect account details.

This must be an account in the applicant’s name (not a third party). Joint investors will need to provide an account

in both names.

name of financial institution

branch

BSB

account number

account name


Section C: Applicant details*

new investor : current holder of a dbaccess certificate:

account name

account number

Which sections do I fill out? Section C

Part

Investor 1 2 3 4 5 6

Individual(s)

Joint investors

Individual(s) acting as trustee(s) of a trust or super fund

Domestic (Australian) company

Domestic (Australian) company acting as a corporate trustee of a trust or super fund

Foreign company

Foreign company acting as corporate trustee(s) of a trust or super fund

Partnership

Association

Registered co-operative

Government body

Part 1: Individual, joint individual investors or individual trustees

Investor 1

If you’re investing jointly, we’ll send all communications to investor 1.

title

last name*

given names*

date of birth*

nationality*

country of residence if not Australia*

occupation*

If you’re not working, please write the source of the funds you will be investing eg inheritance/former occupation.

residential address*

unit no building name

street no street name

suburb state post code

country daytime contact number

email mobile


Investor 2

title

last name*

given names*

date of birth*

nationality*

country of residence if not Australia*

occupation*

If you’re not working, please write the source of the funds you will be investing eg inheritance/former occupation.

residential address*





email mobile

Part 2: Australian company details (including for corporate trustees)

company name*

registration number* (ABN/ARSN/ACN)

registered address*





email

Please list the names and birth dates of directors.*

name DOB

name DOB

name DOB

name DOB

name DOB

For private companies, please attach details of shareholders with more than 25% of the issued capital.*


Part 3: Foreign company

company name*

registration* (if applicable)

ARBN*

ABN (if applicable)

registered address*





email

Please list the names and birth dates of directors.*

name DOB

name DOB

name DOB

name DOB

name DOB

For private companies, please attach details of shareholders with more than 25% of the issued capital.*

Part 4: Trusts

full trust/fund name*

registration* (ABN)

super fund number (if applicable)

registered address*





email

Please list the names and birth dates of trustees.*

name DOB

name DOB

name DOB

name DOB

name DOB


Please list the names and birth dates of members, beneficiaries, or class of beneficiaries of the trust. Please attach

details of beneficiaries with more than 25% beneficial ownership of the trust.*

name DOB

name DOB

name DOB

name DOB

name DOB

Part 5: Other entities

Name of entity*

Type of entity (partnership, association, registered co-op, government body).*

registered address*





email

Please list the names and birth dates of officers of the entity.

name DOB

name DOB

name DOB

Part 6: Postal address

PO box unit no building name



country

Section D: Privacy If you don’t want communications on other matters (see Privacy Statement below) please X this box

Personal information is collected on this form by Registries Limited as registrar for DMIL to maintain registers of

investors; facilitate payments, reporting and other corporate actions and communications for DMIL; and for other

related purposes. If you don’t give the information, we might not be able to process your application.

Your personal information might be disclosed in Australia and overseas to DMIL, Deutsche Bank AG and its

subsidiaries and employees, contractors, advisers, agents and other service providers to perform services,

and to communicate with you about this investment and other financial services or products that might

interest you. Your personal information may also be disclosed to third parties authorised by you, such as your

advisers or a person holding a security interest in the certificates. If you completed a direct debit authority in

part B of this form, your personal information may be disclosed to banks to conduct anti-money laundering

and counter-terrorism financing checks, administer the direct debit, or for any other acts you authorised

relating to the direct debit. We may also disclose your personal information to others: as permitted under the

Privacy Act 1988 (Cwth); to conduct anti-money laundering and counter-terrorism financing checks; or as

required by law, any regulatory or government authority, court, tribunal or securities exchange. By completing


this form you consent to the disclosure of your information as described above. To read the privacy policy

for Registries Limited visit www.registries.com.au/privacy.html, and for Deutsche Bank and its subsidiaries

visit www.australia.db.com/australia/content/privacy_policy.htm. If you’d like to access your personal information

or if any of your personal information is incorrect or has changed, please email privacy [email protected] or

write to:

The Privacy Officer

Registries Limited

GPO Box 3993

Sydney NSW 2001

Section E: Mortgages, security interests and investment lendingRead and complete this section if:

� you’ve granted (or propose to grant) to a lender or other person, a mortgage or other security interest over some

or all of the certificates that may be issued to you, and

� you want us to note their interest in the certificates and follow their instructions.

If you complete the box below and sign this form, you’re agreeing to the following provisions. If you do, the

provisions in this section will apply to all the certificates we issue to you under this PDS (even if some or all of them

aren’t covered by a mortgage or other security interest).

name of lender/security interest holder

Please write your investment lending/loan account number for us to pay you any money from the certificates (if

different from the account in section B), unless the lender/security interest holder instructs us otherwise.

name of financial institution

branch

BSB

account number

account name

Registered address of lender/security interest holder





email

Important information

When we refer to:

� we, us or our in this section, it also means our agents and service providers, including Registries Limited.

� lender, we mean the investment loan provider or other security interest holder named above.

Authorisations

By signing this form, you agree to the following. You can’t change your mind once you’ve agreed, and your

authorisation will continue to apply:

� to all certificates that may be issued to you under this PDS even if some of your certificates aren’t the subject of

a mortgage or other security interest to the lender

� in addition to other authorisations we receive. Examples include instructions we receive from the lender in its

own capacity or as your agent. The provisions in section E aren’t restricted by other authorisations (for example,

if other authorisations have narrower provisions), and


� until we receive written notice we reasonably believe is from the lender (and in a form we accept) stating

the lender no longer wants its interest noted on the register and no longer wants to give instructions on the

certificates. These terms apply until we receive this notice, even if the lender no longer has an interest over, or

other rights to, the certificates. In these circumstances, it’s up to you to make sure the lender contacts us.

You authorise us to:

� disclose information about you and your investment to the lender (including giving it copies of notices sent

to you).

� act on all instructions relating to your certificates that we reasonably believe come from the lender. Examples

include:

— paying or delivering assets to the lender (or a third party)

— making withdrawals

— transferring certificates

— selling the delivery assets at maturity

— updating your personal details (such as your address)

— amending the bank account details to be used for making payments relating to the certificates (including to

bank accounts that aren’t in your name)

— updating details of the certificates on the register (including noting the lender’s security interest)

— amending your application form (apart from increasing the application amount or any commission)

— ignoring instructions from anyone other than the lender about your certificates. This means we can ignore

your instructions.

By signing this form, you agree that if we act on any instructions:

� it’s binding for you

� our action/s satisfy any obligation we’d otherwise have to you (for example, to pay or deliver assets to you)

� you release us from all liability from following the instruction, and

� if the instruction didn’t come from the lender, these provisions apply as long as we believe it did.

Section F: Applicant declaration and signature*By signing this form, you represent that you:

Capacity You have full legal capacity. Attorneys signing this form represent their power hasn’t been revoked.

You aren’t bankrupt or insolvent.

You received this PDS and FSG in Australia.

Binding terms You’ve read and understood both parts of this PDS and FSG and agree to be bound by the terms in them.

Investment decision Unless a Deutsche Bank financial adviser is your approved adviser for this investment, you: � decided to invest based on this PDS, and not on any sales or promotional material provided by us or our related

parties. � accept that your financial adviser and dealer group, legal or tax adviser aren’t agents or partners of ours or our

related parties.

You haven’t treated this PDS or FSG as investment or tax advice and that any examples are illustrative only. In particular, that past performance is not a reliable indicator of future results.

You acknowledge that: � we strongly recommend you seek independent legal, financial and tax advice. If you haven’t sought advice, you

acknowledge you understand the obligations and risks associated with investing in the certificates and borrowing to invest, and

� you haven’t received any advice (legal, tax, investment or otherwise) from us, or anyone on our behalf, about the certificates (including the tax implications of borrowing to invest in the certificates).

Not a guarantee You understand and acknowledge that the certificates: � carry risk and their performance or repayment of capital isn’t guaranteed by us, Deutsche Bank or any other entity. � aren’t a deposit of ours and don’t represent a deposit with or other liability of Deutsche Bank.

Applications You understand you can’t withdraw your application.

You acknowledge that acceptance of your application and the allocation of certificates will be in our discretion and we can allocate you a lower number of certificates than what you applied for.

You agree to accept the number of certificates allocated to you, even if it’s less than the number you applied for.

You acknowledge that all information given to us, including in this application is true, correct and complete as of the date of this application and agree to notify us as soon as practicable if any of the information changes.


Withdrawals You know that we aren’t required to accept your withdrawal request if you want to withdraw.

Maturity You agree that: � we, Deutsche Bank or our nominee, will transfer you delivery assets in accordance with this PDS unless you ask us

to sell the delivery assets on your behalf, and � if we do this or otherwise satisfy our obligations to you, we’ll have no further obligations to you.

Privacy You agree that we can obtain information about you from third parties to meet our obligations under anti-money laundering and counter-terrorism financing and tax laws in force, from time to time.

You accept we’ll provide information related to your investment to your financial adviser (listed on this application form) and other persons described in section D (privacy).

Mortgages, security interests and investment lending

You acknowledge that, if you’ve completed section E (mortgages, security interests and investment lending): � we can ignore instructions from anyone other than the lender (including you) about your certificates � the instructions we receive from the lender might impact you (for example, early withdrawal might mean your

withdrawal price is less than the issue price). We aren’t obliged to consider whether an instruction is appropriate. This is between you and the lender, and

� the tax implications of borrowing to invest in the certificates are complex and you understand that interest might not be deductible in whole or in part.

Notices by fax You acknowledge there’s a risk that a third party could fraudulently fax a request using your name.

You agree that we aren’t responsible for any fraudulent communications. You won’t ask us to compensate you for any losses resulting from the fraudulent communications.

You release and indemnify us against any liabilities because we acted on faxed communications from you or appeared to be from you.

In this section, we and us, means DMIL, its officers, employees or agents.

SignatureJoint investors You both need to sign

Company Two company directors need to sign (unless the company has a sole director).

Company acting as trustee Two company directors need to sign (unless the company has a sole director).

Attorney Please attach a copy of the power of attorney.

signature 1 individual trustee director

attorney sole director

please print name

date signed



please print name

date signed



please print name

date signed



please print name

date signed

Please X here if you will require joint signatures to operate the account and for future transactions and notifications.


To be completed by your financial adviser*

adviser name

adviser ABN

company name

Deutsche Bank adviser code

adviser address

adviser address

suburb

state postcode

adviser email

adviser stamp/signaturebusiness phone number

fax number

authorised representative number

dealer group/licensee

dealer ABN

date dealer group stamp

Upfront commission

Please nominate the amount of upfront commission to be waived1:

0% 0.5% 1% 1.5% 2%

If you don’t make a selection, no upfront waiver will be assumed.1 The nominated upfront commission waived excludes 10% GST (eg 2% means commission waived is 2.2%, including GST).

By signing and returning this form, the adviser:

� agrees that for any supplies they make in consideration of Deutsche Bank paying them a commission,

Deutsche Bank can issue recipient created tax invoices (RCTI) and the adviser won’t issue tax invoices.

� represents they are registered for GST and will notify Deutsche Bank if they cease to be registered at any time

before maturity.

� acknowledges that Deutsche Bank and DMIL aren’t responsible for advice they give to the applicant(s).

� agrees to indemnify Deutsche Bank and DMIL against any claims or loss in connection with advice they gave to

the applicant(s).

� acknowledges the dealer and that they aren’t agents or partners of Deutsche Bank or DMIL.

IssuerDeutsche Managed Investments Limited

Deutsche Bank Place

Level 16

Cnr Hunter and Phillip streets

Sydney NSW 2000

RegistryRegistries Limited

GPO Box 3993

Sydney NSW 2001

Information1800 634 850

www.dbaccess.db.com

[email protected]

Website

www.dbaccess.db.com

Information

1800 634 850