LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING LLC X
Exhibit 4.3
OF
This Limited Liability Company Agreement (this “Agreement”) of Deutsche Bank Capital Funding
LLC X is entered into by Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft)
organized under the laws of the Federal Republic of Germany (the “Member”).
The Member, by execution of this Agreement, hereby forms a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. §18-101,
et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is Deutsche Bank
Capital Funding LLC X (the “Company”).
2. Certificates. Xxxxx X. Xxxxxx, Xx., as an authorized person within the meaning of
the Act, shall execute, deliver and file the Certificate of Formation with the Secretary of State
of the State of Delaware. Upon the filing of the Certificate of Formation with the Secretary of
State of the State of Delaware, his powers as an authorized person shall cease and the Member shall
thereafter be designated as an authorized person within the meaning of the Act. The Member or an
Officer (as defined herein) shall execute, deliver and file any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business.
a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the
Company shall have the power and is hereby authorized to:
(i) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell,
convey, transfer or dispose of any real or personal property which may be necessary, convenient or
incidental to the accomplishment of the purpose of the Company;
(ii) act as a trustee, executor, nominee, bailee, director, officer, agent or in some other
fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and
responsibilities associated therewith;
(iii) take any and all actions necessary, convenient or appropriate as trustee, executor,
nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or
entity, including the granting or approval of waivers, consents or amendments of rights or powers
relating thereto and the execution of appropriate documents to evidence such waivers, consents or
amendments;
(iv) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease
or demolish or otherwise dispose of any real or personal property which may be necessary,
convenient or incidental to the accomplishment of the purposes of the Company;
(v) borrow money and issue evidences of indebtedness in furtherance of any or all of the
purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the
Company;
(vi) invest any funds of the Company pending distribution or payment of the same pursuant to
the provisions of this Agreement;
(vii) prepay in whole or in part, refinance, recast, increase, modify or extend any
indebtedness of the Company and, in connection therewith, execute any extensions, renewals or
modifications of any mortgage or security agreement securing such indebtedness;
(viii) enter into, perform and carry out contracts of any kind, including, without limitation,
contracts with any person or entity affiliated with the Member, necessary to, in connection with,
convenient to, or incidental to the accomplishment of the purposes of the Company;
(ix) employ or otherwise engage employees, managers, contractors, advisors, attorneys and
consultants and pay reasonable compensation for such services;
(x) enter into partnerships, limited liability companies, trusts, associations, corporations
or other ventures with other persons or entities in furtherance of the purposes of the Company; and
(xi) do such other things and engage in such other activities related to the foregoing as may
be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the
business of the Company, and have and exercise all of the powers and rights conferred upon limited
liability companies formed pursuant to the Act.
b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of
the Member or any Officer, the Company has the power and authority to and is hereby authorized to:
(i) issue preferred limited liability company interests in the Company (the “Preferred
Securities”);
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(ii) issue common limited liability company interests in the Company (the “Common Security”);
(iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common
Security in a perpetual subordinated note or other eligible investments issued by the Member or one
of its branches or subsidiaries; and
(iv) (a) prepare, execute and file with the U.S. Securities Exchange Commission (the
“Commission”) any pre-effective or post-effective amendments to the Registration Statement on Form
F-3 (No. 333-137902) (the “1933 Act Registration Statement”), relating to the registration under
the Securities Act of 1933, as amended, of the Preferred Securities, and any documents required or
desirable in connection therewith, (b) prepare and file with the Commission a prospectus supplement
relating to the offering of trust preferred securities by Deutsche Bank Capital Funding Trust X
pursuant to the 1933 Act Registration Statement and (c) negotiate and execute an underwriting
agreement relating to the Preferred Securities; and the Member, acting alone, or any two Officers,
acting jointly, may, on behalf of the Company, execute and deliver, and cause the Company (A) to
perform its obligations under, (B) to satisfy any conditions required to be satisfied by the
Company as a condition precedent to the effectiveness of, and (C) to take such other actions as
such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to,
the issuance and offering of the Preferred Securities.
c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any
two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the
Company without any vote or consent of any other person or entity.
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paying dividends on the Preferred Securities; (8) terms for any optional or mandatory
conversion or exchange of Preferred Securities into other securities, including shares of the
Member; (9) whether and to what extent the Company will be required to pay any additional amounts
in respect of withholding taxes; (10) the right, if any, of the Company to change the dividend
preference of the Preferred Securities; and (11) any other relative rights, preferences,
privileges, limitations or restrictions of the Preferred Securities not inconsistent with this
Agreement or applicable law. Unless otherwise provided in an amendment to this Agreement, the
Preferred Securities shall be perpetual and non-cumulative. The Preferred Securities shall be
issued in registered form only. The form of certificate evidencing the Preferred Securities, if
any, will be set forth in an amendment to this Agreement.
7. Registered Office. The address of the registered office of the Company in the
State of Delaware is c/o The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Corporation Trust
Center, Wilmington, New Castle County, Delaware 19801.
8. Registered Agent. The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware is The Corporation Trust Company, 0000
Xxxxxx Xxxxxx, Xxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
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15. Management. In accordance with Section 18-402 of the Act, management of the
Company shall be vested in the Member. The Member shall have the power to do any and all acts
necessary, convenient or incidental to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by members of a limited liability company
under the laws of the State of Delaware. The Member has the authority to bind the Company.
16. Officers. The Member may, from time to time as it deems advisable, appoint
officers of the Company (the “Officers”) and assign in writing titles (including, without
limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the
Member decides otherwise, if the title is one commonly used for officers of a business corporation
formed under the Delaware General Corporation Law, the assignment of such title shall constitute
the delegation to such person of the authorities and duties that are normally associated with that
office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member.
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effective immediately prior to the transfer, and, immediately following such admission, the
transferor member shall cease to be a member of the Company.
a. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of
the following: (i) the written consent of the Member, (ii) the retirement, resignation or
dissolution of the last remaining member of the Company or the occurrence of any other event which
terminates the continued membership of such member in the Company unless the business of the
Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
b. The bankruptcy of the Member will not cause the Member to cease to be a member of the
Company and upon the occurrence of such an event, the business of the Company shall continue
without dissolution.
c. In the event of dissolution, the Company shall conduct only such activities as are
necessary to wind up its affairs (including the sale of the assets of the Company in an orderly
manner), and the assets of the Company shall be applied in the manner, and in the order of
priority, set forth in Section 18-804 of the Act.
26. Governing Law. This Agreement shall be governed by, and construed under, the laws
of the State of Delaware (without regard to conflict of laws principles), all rights and remedies
being governed by said laws.
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DEUTSCHE BANK AKTIENGESELLSCHAFT |
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By: | /s/ Xxxxxxxx Xxxxx | |||
Name: Xxxxxxxx Xxxxx | ||||
Title: Director | ||||
By: | /s/ Xxxxx Xxxxxxxxxx | |||
Name: Xxxxx Xxxxxxxxxx | ||||
Title: Vice President | ||||
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