SECURITIES AND EXCHANGE COMMISSION

UN ITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

DIVI SIO N O F

June 4, 2014

TRADIN G A ND M A R KETS

Ward A. Greenberg

Cleary Gottlieb Steen & Hamilton LLP

Main Tower

Neue Mainzer Strasse 52

60311 Frankfurt am Main

Germany

Re:

Deutsche Bank Aktiengesellschaft

File No. TP 14-11

Dear Mr. Greenberg:

In your letter dated June 4, 2014 as supplemented by conversations with the staff of

the Division of Trading and Markets, you request on behalf of Deutsche Bank

Aktiengesellschaft ("Deutsche Bank"), a corporation organized under the laws of the

Federal Republic of Germany, an exemption from Rules 101 and 102 ofRegulation M

under the Securities Exchange Act of 1934 ("Exchange Act") in connection with a rights

offering announced by Deutsche Bank (the "Rights Offering") and the related global

offering (the "Global Offering," together with the Rights Offering, the "Offerings"). 1

You seek exemptive relief to permit Deutsche Bank and certain Deutsche Bank

Affiliates, including CB&S, DeAWM, and Treasury, to conduct specified transactions

outside the United States in Deutsche Bank Shares during the Offerings. Specifically, you

request that: (i) CB&S be permitted to continue to engage in market making and principal

client facilitation activities as described in your letter; (ii) CB&S be permitted to continue

to engage in derivatives and other financial instrument market making and hedging

activities as described in your letter; (iii) CB&S be permitted to continue to engage in

unsolicited brokerage activities as described in your letter; (iv) DeAWM be permitted to

continue to engage in asset management activities as described in your letter; and (v)

Treasury be permitted to continue to engage in employee share and option plan activities as

described in your letter.

You also seek exemptive relief to permit certain Deutsche Bank Affiliates to

conduct specified transactions in the United States in Deutsche Bank Shares during the

Offerings. Specifically, you request that: (i) Deutsche Bank Securities Inc. be permitted to

continue to engage in unsolicited brokerage activities as described in your letter; and (ii)

1

We have attached a copy of your correspondence to avoid reciting the facts set forth therein. Unless

otherwise noted, each defined term in our response has the same meaning as defined in your letter.

Ward A. Greenberg

June 4, 2014

Page 2 of5

DeAWM be permitted to continue to engage in wealth management activities as described

in your letter.

Response:

Based on the facts and representations in your letter, the Commission finds that it is

necessary or appropriate in the public interest, and is consistent with the protection of

investors, to grant, and hereby grants, a limited exemption from Rules 101 and 102 of

Regulation M solely with respect to the transactions by CB&S, DeAWM, Treasury, and

Deutsche Bank Securities Inc. (collectively, the "Companies") as described in your letter.

In your letter, among other things, you make the following representations:

•

Deutsche Bank is a foreign private issuer as defined in Rule 3b-4(c) of the

Securities Exchange Act of 1934;

•

During 2013, the worldwide average daily trading volume ("ADTV") of Deutsche

Bank Shares was approximately 22,305,140 shares, or €770.2 million (or

approximately $1,058 million at the exchange rate on December 31, 2013) in value,

and from January 1, 2014 to April30, 2014, the worldwide ADTV of Deutsche

Bank Shares was approximately 18,612,008 shares, or €639.4 million (or

approximately $886.6 million at the exchange rate on April 30, 2014) in value;

•

Deutsche Bank's market capitalization as of April30, 2014 was approximately

3€ 2.3 billion (or approximately $44.9 billion at the exchange rate on April30,

2014);

•

The Deutsche Bank Shares comprised 4.36% ofthe DAX as ofDecember 31, 2014;

•

Germany is the principal trading market for Deutsche Bank Shares and trading on

European-based exchanges, MTFs, and other trading facilities accounted for

approximately 94% ofthe worldwide ADTV of Deutsche Bank Shares during

2013. From January 1, 2014 to April 30, 2014, trading on all European-based

platforms accounted for 92.8% ofthe worldwide ADTV of Deutsche Bank Shares;

•

Deutsche Bank expects to issue a total of up to 300 million new shares in the

Rights Offering and expects to raise approximately 6€ .3 billion;

•

Deutsche Bank maintains and enforces written information barrier policies and

procedures to prevent price-sensitive information from passing between any area in

Deutsche Bank in which Market Activities are conducted and any other area of

Deutsche Bank in which price-sensitive information relating to Deutsche Bank

Shares would be available;

Ward A. Greenberg

June 4, 2014

Page 3 of5

•

CB&S conducts its market making and principal client facilitation activities,

derivatives and other financial instrument market making and hedging activities,

and unsolicited brokerage activities outside the United States;

•

DeAWM conducts its wealth management and asset management activities both

outside and inside (as discussed below) the United States;

•

For the 12 months ended December 31, 2013, the activities ofDeAWM for which

relief is requested accounted for approximately 0.6% ofthe worldwide ADTV of

Deutsche Bank Shares;

•

Treasury conducts its employee share and option plan activities outside the United

States;

•

All of the Market Activities together (counting all sides of each trade in which it

participates) conducted by the Companies as described in your letter accounted for

approximately 13% of the worldwide ADTV of Deutsche Bank Shares in 2013;

•

The withdrawal of a significant market maker in Deutsche Bank Shares (and in

derivatives on Deutsche Bank Shares) in the primary market for those shares,

which are among the most actively traded on the FSE, for an extended period of

time, would have serious harmful effects in the home market and, indirectly, in the

US market for the Deutsche Bank Shares, including a significant imbalance ofbuy

and sell orders, which could cause greater volatility and reduced liquidity;

•

CB&S, DeAWM, and Treasury have each confirmed that the activities for which

Deutsche Bank is requesting relief will be conducted in the ordinary course of its

businesses and in accordance with applicable local law;

•

In the United States, Deutsche Bank conducts a securities business through a

separate subsidiary, Deutsche Bank Securities Inc., which is registered with the

Commission as a broker-dealer and is a member of the Financial Industry

Regulatory Authority and the NYSE. Deutsche Bank Securities Inc. will only

engage in unsolicited brokerage activities in the normal course of its business with

its customers; and

•

In the United States, DeAWM conducts its wealth management business through

Deutsche Bank AGNew York Branch, Deutsche Bank Securities Inc., Deutsche

Bank Management Americas Inc., DB Investment Managers, Inc., Deutsche Bank

Trust Companies Americas, Deutsche Bank National Trust Company, Deutsche

Bank Trust Company N .A., Deutsche Bank Trust Company Delaware, DWS

Investment Distributors Inc., RREEF America L.L.C., DBX Advisors LLC, DBX

Strategic Advisors LLC, or DB Commodity Services LLC, which are registered

Ward A. Greenberg

June 4, 2014

Page 4 of5

with the Commission as broker-dealers or are banks, investment advisors, or a

commodity pool operator/commodity trading advisor registered to do business in

the United States. Each of these entities will only engage in wealth management

activities in the normal course of its business with its customers.

The exemption is subject to the following conditions:

1. All of the transactions described in your letter shall be effected in the ordinary

course of business and not for the purpose of facilitating the Offerings;

2. Deutsche Bank and each ofthe Companies will provide to the Division of Trading

and Markets ("Division"), upon request, a time-sequenced schedule of all such

transactions made during the Offerings. Such schedule will include:

(a) size, broker (if any), time of execution, and price of the transactions;

(b) the exchange, quotation system, or other facility through which the

transactions occurred; and

(c) whether the transactions were made for a customer account or a proprietary

account;

3. Upon request ofthe Division (or its successor), Deutsche Bank and each of the

Companies will transmit the information requested in item 2 (above) to the

Division at its offices in Washington, D.C. within 30 days of its request;

4. Deutsche Bank and each of the Companies shall retain all documents and other

information required to be maintained pursuant to this letter for at least two years

following the completion of the Offerings;

5. Representatives of Deutsche Bank and each of the Companies shall be made

available (in person at the offices of the Commission in Washington, D.C. or by

telephone) to respond to inquiries of the Division relating to their records; and

6. Except as otherwise exempted by this letter, Deutsche Bank and each of the

Companies will comply with Regulation M.

The foregoing exemption from Rules 101 and 102 ofRegulation M is based solely

on your representations and the facts presented to the staff and is strictly limited to the

application of these rules to the proposed transactions. Such transactions should be

discontinued, pending presentation of the facts for our consideration, in the event that any

material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation

provisions of the Exchange Act, including Sections 9(a) and 10(b), and Rule 10b-5

thereunder. Responsibility for compliance with these and any other applicable provisions

Ward A. Greenberg

June 4, 2014

Page 5 of5

of the federal securities laws must rest with the participants in the various transactions.

We express no view with respect to any other questions that the proposed transactions may

raise.

For the Commission,

by the Division of Trading and Markets,

pursuant to delegated authority,

Assistant Director

Attachment

FRANKFURT AM MAIN

CLEARY GOTTLIEB STEEN & HAMILTON LLP

DR OLIVER SCHRODER

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MAIN TOWER

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ATTORNEY AT LAW (USA)

MEMBER OF THE NEW YORK BAR

AVOCAT AU BARREAU DE PARIS

COLOGNEt:.

DR STEPHAN BARTHELMESS

RECHTSANWALT

AVOCAT AU BARREI>.U DE JJRU~LLES

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60311 FRANKFURT AM MAIN

PROF DR DIRK SCHROEDER

WARD A GREENBERG

ATTORNEY AT LAW (USA)

MEMBER OF THE NEW YORK BAA

+ 49 (69) 971 03-0

DR ROMINA PDLLEY

DR KU\US RlEHMER

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PATRICK R BOCK

ATTORNEY AT LAW (USA)

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DR MICHAEL BREMS"'

DR THOMAS KOPP

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DR J F DANIEL WEYDE

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DR TILMAN KUHN*

RODIGER HARMS*

BEIJING • BUENOS AIRES • SAO PAULO· ABU DHABI • SEOUL

HANNO SPERLICH

June 4, 2014

Division of Trading and Markets

Securities and Exchange Commission

Attention: Josephine Tao

Division of Trading and Markets

100 F Street, NE

Washington, D.C. 20549

U.S.A.

Re: Deutsche Bank Aktiengesellschaft: Request for Exemptive Relief from Rules 101

and 102 of Regulation M

Ladies and Gentlemen:

We are writing as counsel to Deutsche Bank Aktiengesellschaft ("Deutsche Bank"), a corporation

(Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Germany"),

about the application of Regulation M to transactions by Deutsche Bank and its affiliates (the

"Deutsche Bank Affiliates," and each a "Deutsche Bank Affiliate"), in the ordinary shares of

Deutsche Bank ("Deutsche Bank Shares") in connection with a rights offering planned by Deutsche

Bank (the "Rights Offering"), in which Deutsche Bank's existing shareholders will receive tradable

rights (the "Rights") to subscribe for new Deutsche Bank Shares (the ''New Shares") and the related

global offering (the "Global Offering," and together with the Rights Offering, the "Offerings"), in

which New Shares that have not been taken up by holders of Rights will be offered as further

described below.

Specifically, on behalf of Deutsche Bank, we ask the Staff of the Division of Trading and Markets

(the "Staff') of the Securities and Exchange Commission (the "SEC") to grant exemptive relief from

Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934, as amended (the

"Exchange Act") in connection with the continuation by Deutsche Bank and the Deutsche Bank

Affiliates, in the ordinary course of their respective businesses as described below and in accordance

with applicable local law, of the following activities during the Offerings:

Market Making and Principal Client Facilitation in Deutsche Bank Shares: Deutsche Bank's

corporate division Corporate Banking & Securities (CB&S) ("CB&S") regularly makes bids and

offers for Deutsche Bank Shares on the Frankfurt Stock Exchange (the "FSE") and on Xetra, the

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CLEARY GOTTLIEB STEEN & HAMILTON LLP IS A LIMITED LIABILITY PARTNERSHIP ESTABLISHED UNDER THE LAWS OF THE STATE OF

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CLEARY GOTTLIEB STEEN & HAMILTON LLP OR AN AFFILIATED ENTITY HAS AN OFFICE IN EACH OF THE CITIES LISTED ABOVE.

exchange electronic trading system for the FSE. In addition, CB&S regularly purchases and sells

Deutsche Bank Shares on the FSE; Multilateral Trading Facilities ("MTFs") such as Chi-X Europe

Limited ("Chi-X"), Turquoise Services Limited ("Turquoise") and BATS Europe ("BATS"); and

other connected multilateral trading facilities and in the over-the-counter market in Germany and

elsewhere outside the United States, including Broker Crossing Systems. CB&S effects these

transactions for its own account in order to provide liquidity to the trading market for Deutsche Bank

Shares and to facilitate customer transactions.

Derivatives and Other Financial Instruments Market Making and Hedging: As a derivatives market

maker, CB&S issues, buys and sells derivatives on Deutsche Bank Shares for its own account and for

the account of its customers on the FSE, on the Eurex exchanges ("Eurex"), on the Stuttgart stock

exchange through platform EUWAX ("EUWAX"i and in the over-the-counter market in Germany

and elsewhere outside the United States. These derivatives may include both currently existing and

newly designed listed and over-the-counter options, warrants, convertible securities and other

structured products (including exchange-traded funds and other portfolio-type instruments) relating to

Deutsche Bank Shares or to baskets or indices including Deutsche Bank Shares, as well as, upon

client request, futures on the foregoing. CB&S engages in derivatives market-making activities in

order to provide liquidity to the derivatives market and to facilitate customers' derivatives

transactions. 2 In addition, CB&S solicits and effects trades in Deutsche Bank Shares for its own

account and for the accounts of its customers for the purpose of hedging positions (or adjusting or

liquidating existing hedge positions) of Deutsche Bank and its customers that are established in

connection with CB&S derivatives market-making activities. These hedging transactions are effected

on the FSE, MTFs and other trading facilities and in the over-the-counter market in Germany and

elsewhere outside the United States.

Unsolicited Brokerage in Deutsche Bank Shares: CB&S effects unsolicited brokerage transactions in

Deutsche Bank Shares by placing orders on the FSE, MTFs and other trading facilities and other

German Exchanges or effecting trades in the over-the-counter market in Germany and elsewhere

outside the United States. These transactions arise from unsolicited buy or sell orders received by

CB&S from its customers. In addition, Deutsche Bank Securities Inc., Deutsche Bank's affiliated U.S.

broker-dealer, may also engage in unsolicited brokerage activities of the kind described above with its

customers in the United States. We ask that the requested relief also cover such activities.

Trading in Deutsche Bank Shares and Derivatives by Deutsche Asset & Wealth Management: The

Deutsche Asset & Wealth Management corporate division ("DeAWM") provides, as a part of its

investment management business, worldwide investment services to high net worth and other affluent

individuals. DeAWM also provides, as a part of its asset management business, traditional, alternative

and real estate investment solutions to private clients, financial intermediaries and institutional

investors worldwide.

As part of its ordinary investment management and asset management activities on behalf of its

clients, DeAWM buys and sells Deutsche Bank Shares and derivatives on Deutsche Bank Shares for

its clients' accounts. These market activities ofDeAWM are conducted both outside and inside of the

United States. DeAWM's investment management activities are primarily conducted in Germany on

the FSE and in the United States through the facilities of the New York Stock Exchange (the

2

EUWAX AG provides a trading platform on the Stuttgart stock exchange for securitized derivatives

and acts as a market maker for derivatives as well as a quality liquidity provider. EUWAX AG is a

subsidiary ofBoerse Stuttgart Holding GmbH and is the most liquid trading platform for securitized

derivatives in Europe. EUWAX is supervised by the stock exchange supervisory office within the

ministry oftrade and industry of the German federal state ofBaden-Wfuttemberg as well as the

German Federal Financial Supervisory Authority (Bundesanstalt fur Finanzdienstleistungsaufsicht, or

BaFin).

These market activities also include CB&S's market-making in derivatives conducted on a contractual

basis with investors.

2

"NYSE"). In connection with its investment management and asset management activities, DeAWM

executes trades in Deutsche Bank Shares both via CB&S and to a lesser extent also via third party

brokers. In connection with DeAWM's asset management activities, DeAWM is obligated to act in

the best interests of its clients, for example by adherence to best execution rules including FINRA

Rule 5310 and its equivalents in other jurisdictions. These third-party or Deutsche Bank brokers place

the respective orders either over-the-counter, through one of the stock exchanges where the Deutsche

Bank Shares are listed or as principal trades on behalf of the broker or CB&S. Once DeAWM has

instructed its broker, the brokers' activities are out ofDeAWM's scope and influence. DeAWM

conducts a portion of its overall equity cash trading volume with CB&S, accounting for 19.5% of

DeAWM's total trading in 2013. In Deutsche Bank Shares, trading through CB&S accounted for

37.8% ofDeAWM's total trading in 2013. With respect to DeAWM's asset management business, it

trades with CB&S or other broker affiliates of Deutsche Bank in the United States only in exceptional

cases and only as permitted by applicable law. Where permitted by contract or regulation, an account

or fund can trade with Deutsche Bank as an executing broker. There are, however, particularly in the

United States, various regulations, which restrict accounts or funds from trading with Deutsche Bank

or an affiliate broker dealer. Systems and controls have been put in place to ensure that these trading

restrictions are adhered to where applicable.

Trading in Deutsclte Bank Shares Pursuant to Employee Incentive Plans: Deutsche Bank's group

treasury department ("Treasury") regularly purchases Deutsche Bank Shares on the open market to

hedge share awards granted to employees and to fulfill delivery obligations under the terms of

Deutsche Bank's employee share plans. In supplementing cash repurchases, Deutsche Bank is also

authorized to use derivatives to acquire own shares, e.g., with the use of put and call options or

forward purchases. Deutsche Bank conducts these activities in order to hedge the economic risk of a

rising share price after the grant date and to be in a position to deliver physical shares into employees'

accounts at vesting of such programs. These activities are conducted exclusively outside the United

States and in accordance with Deutsche Bank's fiduciary duties arising from those plans.

The availability of the exemptive relief that Deutsche Bank is requesting would be conditioned on the

disclosure and record-keeping undertakings outlined below.

The following representations about the market for Deutsche Bank Shares and Deutsche Bank's

market activities have been provided to us by Deutsche Bank.

I. The Market for the Deutsche Bank Shares

As of December 31, 2013, Deutsche Bank had 1,019,499,640 shares outstanding. 3 The principal

trading market for the Deutsche Bank Shares is Germany, where the shares are listed on the regulated

market segments of the FSE and of the six other German exchanges in Berlin, Dusseldorf, Hamburg,

Hannover, Munich and Stuttgart (the "Other German Exchanges," and together with the FSE and the

NYSE, the "Stock Exchanges"). The FSE (including Xetra) accounted for approximately 81.8%4 of

the average daily trading volume (the "ADTV") of Deutsche Bank Shares on the Stock Exchanges

during 2013 5 and approximately 28.0% of the total worldwide ADTV in the Deutsche Bank Shares

during 2013. Trading on European-based exchanges, MTFs and other trading facilities accounted for

approximately 94.0% of the worldwide ADTV of Deutsche Bank Shares during 2013. 6 7

4

On December 31, 2013, Deutsche Bank held 171,904 own shares in Treasury.

In 2013, the ADTV for Deutsche Bank Shares was (i) 6,256,059 on the FSE (including Xetra), (ii)

61,093 on the Other German Exchanges and (iii) 1,330,483 on the NYSE.

From January 1, 2014 to April30, 2014, trading on the FSE (including Xetra) accounted for

approximately 83.5% of the ADTV in Deutsche Bank Shares on Exchanges.

Ofthese European-based exchanges, MTFs and other trading facilities, approximately 43.8% ofthe

worldwide ADTV was carried out on German-based platforms and approximately 48.9% of the

worldwide ADTV was carried out on U.K.-based platforms.

3

Deutsche Bank is a foreign private issuer as defined in Rule 3b-4(c) under the Exchange Act and is

subject to the information reporting requirements of the Exchange Act. During 2013, the United

States accounted for approximately 17.4% of the ADTV in the Deutsche Bank Shares on the Stock

Exchanges8 and approximately 6.0% of worldwide ADTV in the Deutsche Bank Shares.

The FSE, operated by Deutsche Borse AG, provides for trading in equities and bonds either through

floor trading or through an exchange electronic trading system known as Xetra. The FSE is an order­

driven market with transactions occurring through the automatic matching of buy and sell orders (on

Xetra) or through officially appointed intem1ediaries (Skontrofuhrer) in a semi-electronic system

called Xontro (on the trading floor). In general, orders in floor trading are executed at the price that

ensures the maximum trading volume.

In 2013, the aggregate turnover on the FSE (including Xetra) was approximately EUR 1,112.3 billion,

and as of December 31, 2013 the overall market capitalization of equity securities of German

companies listed on the FSE (excluding the unregulated open market segment) was approximately

EUR 1,300.4 billion. As of December 31, 2013, there were 955 listed companies on the FSE. The

primary market index is the Deutscher Aktienindex ("DAX"), which currently is composed of 30 of

the most prominent domestic companies listed on the FSE, including Deutsche Bank. In general,

orders in Xetra are executed giving priority to price and then to time of entry.

The Deutsche Bank Shares are a significant component of the DAX. As of December 31, 2013,

Deutsche Bank's market capitalization was approximately EUR 35.4 billion (1,019 million shares) (or

approximately US$ 48.6 billion at December 31, 2013 exchange rates), making Deutsche Bank the 8th

largest listed German company in terms of market capitalization at that time. The Deutsche Bank

Shares comprised 4.3 6% of the DAX as of December 31, 2013. During the year ended December 31,

2013, the ADTV of Deutsche Bank Shares in Germany was approximately EUR 218 million (or

approximately US$ 3 00 million at December 31, 2013 exchange rates ). 9

In total in 2013, the worldwide ADTV for Deutsche Bank Shares across the Stock Exchanges, MTFs

(including Chi-X, Turquoise and BATS) and other trading facilities was 22,305,140 Deutsche Bank

Shares, or approximately EUR 770.2 million (or approximately US$ 1,058 million at December 31,

2013 exchange rates). 10 Of this total, approximately 34.3% were traded over the Stock Exchanges.

The most significant off-exchange trade reporting platform is Markit BOAT ("BOAT"), a trade

reporting platform that reports aggregated data from over 35 investment firms and MTFs, which use

the platform to report their off-exchange trades. In 2013, the ADTV of Deutsche Bank Shares on

Markit BOAT was 2,129,057 Deutsche Bank Shares, or approximately 27.1% ofworldwide ADTV in

Deutsche Bank Shares.

7

9

10

From January 1, 2014 to April30, 2014, trading on all European-based platforms accounted for 92.8%

of the worldwide ADTV of Deutsche Bank Shares.

From January 1, 2014 to April30, 2014, trading on the NYSE accounted for approximately 15.4% of

the ADTV in Deutsche Bank Shares on Exchanges and approximately 7.2% of the worldwide ADTV in

Deutsche Bank Shares.

As of April30, 2014, Deutsche Bank's market capitalization was approximately EUR 32.3 billion

(1 ,019 million shares) (or approximately US$ 44.9 billion at April 30, 2014 exchange rates), making

Deutsche Bank the 8th largest listed German company in terms of market capitalization at that time. The

Deutsche Bank Shares comprised 4.17% of the DAX as of April30, 2014. From January 1, 2014 to

April30, 2014, the ADTV of Deutsche Bank Shares in Germany was approximately EUR 253.1

million (or approximately US$ 350.9 million at Apri130, 2014 exchange rates).

From January 1, 2014 to April30, 2014, the worldwide ADTV for Deutsche Bank Shares across the

Exchanges, MTFs and other off-exchange platforms was 18,612,008 Deutsche Bank Shares, or

approximately EUR 639.4 million (or approximately US$ 886.6 million at April 30, 2014 exchange

rates). Of this total, approximately 46.8% were traded over the Stock Exchanges.

4

Another significant MTF is Chi-X, an FCA-authorized securities firm operating as an MTF for the

trading of a wide range ofEuropean equities. Chi-X is an indirect subsidiary ofNomura Holdings,

Inc. In 2013, the ADTV ofDeutsche Bank Shares was 2,205,411 Deutsche Bank Shares, or 9.9% of

the worldwide ADTV in Deutsche Bank Shares.

In addition, the Deutsche Bank Shares are traded on Turquoise, a securities firm authorized by the

FCA operating a multilateral trading facility for the trading of a wide range of European equities.

Trading on Turquoise accounted for approximately 2.3% ofthe worldwide ADTV of Deutsche Bank

Shares.

II. Market Activities

Deutsche Bank is a global, integrated financial services firm with businesses in private banking, asset

management, investment banking and retail and commercial banking. Deutsche Bank has offices

worldwide and its principal executive offices are located in Frankfurt, Germany.

CB&S is part of Deutsche Bank, but operates as a separate division. CB&S conducts a full-service

securities business. Although CB&S has offices throughout the world outside the United States, the

market activities for which Deutsche Bank is seeking relief will be managed principally by

representatives in Frankfurt and London.

In Germany, the activities ofCB&S are subject to licensing requirements and regulation primarily

under the German Banking Act (Kreditwesengesetz), the German Stock Exchange Act (Borsengesetz),

Regulation (EU) No. 575/2013 ofthe European Parliament and of the Council of26 June 2013 (the

Capital Requirements Regulation) and the German Securities Trading Act (Wertpapierhandelsgesetz).

The activities of Deutsche Bank's London branch are also regulated and supervised by the Prudential

Regulation Authority and the Financial Conduct Authority (FCA) in the United Kingdom.

In the United States, Deutsche Bank conducts a securities business through a separate subsidiary,

Deutsche Bank Securities Inc., which has its principal offices in New York City. Deutsche Bank

Securities Inc. is registered with the SEC as a broker-dealer and is a member ofthe Financial Industry

Regulatory Authority and the NYSE. Deutsche Bank Securities Inc. will not engage in the CB&S

activities for which Deutsche Bank is seeking relief (other than unsolicited brokerage); rather these

activities (including unsolicited brokerage) will be conducted by CB&S outside the United States as

described below. CB&S and Deutsche Bank Securities Inc. engage in Market Activities solely in the

ordinary course oftheir respective businesses and not in contemplation of the Offerings.

Outside the United States, DeAWM is present in Europe, Asia and Australia. In the United States,

DeAWM conducts six main businesses: Loans & Deposits, Wealth Management Products, Active

Investments, Passive Investments, Alternative Real Assets and Alternative Real Funds. In the United

States, De A WM operates through a number of legal entities depending on the respective product

being offered, the client base and regulatory requirements. Deutsche Bank has advised us that the

entities DeAWM operates through in the United States that may engage in activities relevant for the

relief being requested in this letter are Deutsche Bank AGNew York branch, Deutsche Bank

Securities Inc., which is Deutsche Bank's affiliated U.S.-registered broker-dealer/ 1 Deutsche

Investment Management Americas Inc. and DB Investment Managers, Inc., which are U.S.-registered

investment advisers; Deutsche Bank Trust Company Americas ("DBTCA"), which is a New York

state chartered bank; Deutsche Bank National Trust Company ("DBNTC"), Deutsche Bank Trust

Company N.A. ("DBTCNA") and Deutsche Bank Trust Company Delaware ("DBTCD"), which are

national banks; DWS Investment Distributors Inc., which is a U.S.-registered broker-dealer that

houses mutual fund distributors; RREEF America L.L.C., which is a U.S.-registered investment

11

Deutsche Bank Securities Inc. does not solicit trades in Deutsche Bank Shares.

5

adviser that manages real estate and real estate-related securities; DBX Advisors LLC, which is a

U.S.-registered investment adviser managing both equity and fiXed-income exchange-traded funds;

DBX Strategic Advisors LLC, which a U.S.-registered investment adviser managing target date funds

(which can invest in both equity and fixed income securities); and DB Commodity Services LLC,

which is a Delaware limited liability company registered as a commodity pool operator and

commodity trading advisor with the Commodity Futures Trading Commission. DBTCA, DBNTC,

DBTCNA and DBTCD are banks licensed to do business in the United States. DBTCA is

headquartered in New York City and has fifteen offices across the United States. In the case of

activities that require an investment adviser license, the respective legal entity is an SEC-registered

investment adviser in the United States or is exempt from the requirement to register as such in the

United States. In connection with their investment advisory activities, these entities are subject to

laws and regulations, including the Investment Company Act of 1940, the Investment Advisers Act of

1940, the Employee Retirement Income Security Act, fiduciary and other similar laws that either

prevent or place strict conditions (for example, prior client approval) on their investing client money

into Deutsche Bank Shares. All Market Activities by DeAWM in the United States are done in the

ordinary course of its business and not in contemplation of this offering.

Treasury is part of Deutsche Bank's Corporate Center, with principal executive offices in Frankfurt,

London, New York and Singapore. Treasury is principally responsible for the management of

Deutsche Bank's fmancial resources and financial infrastructure. Among other responsibilities,

Treasury manages Deutsche Bank's consolidated equity, including Deutsche Bank's treasury shares,

taking into account financial ratios and regulatory capital requirements.

Deutsche Bank has confirmed that the activities described below, for which it is requesting relief (the

"Market Activities"), are permitted under and would be conducted in accordance with applicable

German and other local laws. In addition, Deutsche Bank has confirmed that all of the Market

Activities described below together (counting all sides of each trade in which it participates),

accounted for approximately 13.0% of the worldwide ADTV in Deutsche Bank Shares in 2013.

Deutsche Bank has established "Chinese Wall" procedures to prevent price-sensitive information

from passing between any area in which the Market Activities are conducted and any other area of

Deutsche Bank in which price sensitive information relating to Deutsche Bank Shares would be

available. Accordingly, during restricted periods prior to announcements of earnings results or other

material developments that have not yet become public, all market-making and other ordinary course

market activities are permitted to continue. Deutsche Bank will continue to maintain these Chinese

Wall procedures during the Offerings.

Market Making and Principal Client Facilitation in Deutsche Bank Shares. CB&S conducts its

market-making activities outside the United States and manages these activities from Frankfurt and

London. CB&S purchases and sells Deutsche Bank Shares as principal to facilitate customer

transactions and provide liquidity to the market. Most of these market-making transactions are

effected on the FSE, MTFs, other trading facilities and in over-the-counter markets with the balance

effected in the German over-the-counter market and, in some cases, the over-the-counter markets

elsewhere outside the United States. During 2013, CB&S was one of the largest market makers in the

Deutsche Bank Shares, accounting for approximately 6.2% ofFSE average daily market-making

volume in the Deutsche Bank Shares and 12.3% of worldwide ADTV in the Deutsche Bank Shares.

CB&S engages in the Market Activities described above solely in the ordinary course of business and

not in contemplation of the Offerings, although the Offerings may result in greater selling pressure

and thus higher volumes of transactions by CB&S.

Derivatives and Other Financial Instruments Market Making and Hedging. CB&S conducts its

derivatives market-making activities outside the United States and manages these activities principally

from Frankfurt and London. Its activities on derivatives account for approximately 4.8% of the

average daily market-making volume in such derivatives in 2013 on the FSE, the Eurex and the

6

EUWAX. This activity involves the issuance, purchase and sale of derivative products for its own

account and for the accounts of its customers. These derivative products may include both currently

existing and newly designed listed and over-the-counter options, warrants and other securities

(including exchange-traded funds and portfolio-type instruments) that are exercisable for or

convertible into, or the value of which is determined by reference to, Deutsche Bank Shares or

proprietary or third party baskets or indices including Deutsche Bank Shares. These derivatives may

also include futures on the foregoing. CB&S's derivatives market making involves issuing,

purchasing and selling derivatives on Deutsche Bank Shares in order to facilitate customer orders and

provide liquidity to the market. 12

Almost all CB&S derivatives on Deutsche Bank Shares are cash-settled. In rare instances, CB&S will

arrange a physically-settled derivative on Deutsche Bank Shares at the request of a client. This

process is reviewed and approved in advance with CB&S's inventory management desk to ensure the

relevant regulations and compliance procedures are followed.

In addition, as a result of its derivatives market making, CB&S will maintain varying positions in

these derivatives, and its fmancial exposure to movements in the price of the Deutsche Bank Shares

will vary from time to time. In order to manage this financial exposure, CB&S continually enters into

hedging transactions that involve, in whole or in part, purchases and sales of Deutsche Bank Shares

for CB&S's own account. CB&S also effects brokerage transactions in Deutsche Bank Shares, on an

unsolicited basis, on behalf of its customers in order to assist them in hedging their derivatives

positions.

CB&S engages in the Market Activities described above solely in the ordinary course of its business

and not in contemplation ofthe Offerings. These Market Activities occur primarily on the FSE, the

Eurex and the EUWAX with the balance occurring in the over-the-counter market in Germany and the

over-the-counter markets elsewhere outside the United States.

Unsolicited Brokerage. CB&S effects unsolicited brokerage transactions in Deutsche Bank Shares by

placing orders on the FSE or effecting trades as agent in MTFs, other trading facilities and the over­

the-counter market in Germany and elsewhere outside the United States. These transactions arise from

unsolicited buy and sell orders received from its customers. As noted above, Deutsche Bank

Securities Inc. may also engage in unsolicited brokerage transactions with its customers in the United

States. CB&S and Deutsche Bank Securities Inc. engage in the Market Activities described above

solely in the ordinary course oftheir respective businesses and not in contemplation ofthe Offerings.

Trading in Deutsche Bank Shares by DeAWM As part of its investment management and asset

management activities, DeAWM buys and sells securities, including Deutsche Bank Shares and

derivatives on Deutsche Bank Shares, for its clients' accounts pursuant to discretionary or non­

discretionary mandates, including according to actively managed core portfolios, growth, quantitative

or passive strategies. Under applicable laws, including German laws and the laws of New York,

among others, and subject to the terms of any contractual arrangements as in effect from time to time

between DeAWM and the relevant client accounts, DeAWM has a fiduciary duty to oversee fiduciary

client accounts or otherwise conduct its investment advisory management activities with fiduciary

clients in a manner that is in the best interests of its clients and is prohibited by contract and by law

from taking into account any factors other than the interest of its clients (or the beneficiaries of client

accounts) in making investment decisions. In addition, DeAWM has fiduciary or similar duties to

make recommendations as to non-discretionary advisory accounts in a manner that is in the best

interests of its fiduciary clients. DeAWM also has a contractual duty to follow the investment

instructions of clients holding non-discretionary advisory and brokerage accounts.

12

These market activities also include CB&S's market-making in derivatives conducted on a contractual

basis with investors.

7

Accordingly, DeAWM would be prohibited by contract and by law from following a directive by

Deutsche Bank to cease trading Deutsche Bank Shares and derivatives on Deutsche Bank Shares

during the Restricted Period (as defined below), unless DeAWM believed that cessation of such

trading was in the best interests of its clients (or the beneficiaries of client accounts). As such,

DeAWM is run independently of CB&S and DeAWM and CB&S have separate officers, directors

and employees. Similarly, DeAWM would be prohibited by contract and by law from following a

Deutsche Bank directive to bid for or purchase Deutsche Bank Shares or derivatives on Deutsche

Bank Shares unless it independently concluded that such bids or purchases were in the best interests

of its clients (or the beneficiaries of client accounts).

For the 12 months ended December 31, 2013, these activities of DeAWM accounted for

approximately 1.8% of the ADTV of Deutsche Bank Shares on the Stock Exchanges and

approximately 0.6% of the worldwide ADTV of Deutsche Bank Shares, of which a portion was

executed through CB&S and is included in the figures given for CB&S above. DeAWM engages in

these Market Activities solely in the ordinary course of business and not in contemplation ofthe

Offerings. These Market Activities are conducted both outside and inside of the United States and

primarily in Germany through the facilities of the FSE and in the United States through the facilities

oftheNYSE.

Trading in Deutsche Bank Shares Pursuant to Employee Incentive Plans. Treasury regularly

purchases Deutsche Bank Shares on the open market to hedge share awards granted to employees and

to fulfill delivery obligations pursuant to the terms of Deutsche Bank's employee share plans. In

supplementing cash repurchases, Deutsche Bank is also authorized to use derivatives to acquire own

shares, e.g., with the use of put and call options or forward purchases. Deutsche Bank conducts these

activities in order to hedge the economic risk of a rising share price after the grant date and to be in a

position to deliver physical shares into employees' accounts at vesting of such programs. These

activities are conducted exclusively outside the United States and in accordance with Deutsche Bank's

fiduciary duties arising from those plans.

These activities of Treasury historically have represented a small proportion of all trading in Deutsche

Bank Shares, and for the 12 months ended December 31, 2013, the ADTV of Deutsche Bank Shares

on the Stock Exchanges traded pursuant to these activities represented approximately 1.8% of the

ADTV of Deutsche Bank Shares on the Stock Exchanges and approximately 0.6% of the worldwide

ADTV of Deutsche Bank Shares. In 2013, Treasury's activities never exceed 20% ofthe daily

trading volume of Deutsche Bank Shares on Xetra. Treasury engages in the Market Activities

described above solely in the ordinary course of its business.

III. The Offerings

Deutsche Bank announced the Rights Offering on May 18, 2014. The Rights Offering involves a

capital increase in which Deutsche Bank shareholders will be allotted the Rights. The New Shares

will be subscribed by and offered through an underwriting syndicate. The Rights Offering will consist

of public offerings in Germany, the United Kingdom and the United States and of private placements

in certain other jurisdictions. The Management Board has been authorized by Deutsche Bank's

shareholders to issue new shares as specified in§ 4 of Deutsche Bank's articles of association.

Currently, Deutsche Bank expects to issue a total of up to approximately 300 million new shares in

the Rights Offering, corresponding to a capital increase of27.7%. 13 The final issue price is expected

to be determined on or about June 5, 2014. Deutsche Bank has not yet determined the size of the

Offerings, but it currently expects the Offerings to raise approximately EUR 6.3 billion.

13

Based on the price of Deutsche Bank Shares on Xetra (the electronic trading platform on the FSE) on

April30, 2014, this would amount to approximately EUR 9.5 billion, or US$ 13.2 billion at exchange

rates on that date.

8

The record date for the allotment of the Rights is expected to be on June 5, 2014 (the "Record Date").

Holders of Deutsche Bank Shares at the Record Date will be allotted Rights pro rata, i.e., one Right

for each existing Deutsche Bank Share owned.

The Rights are expected to be traded on the FSE from June 6 to June 20, 2014 and on the NYSE from

June 6 to June 18. Holders of Rights will be able to exercise their Rights to purchase New Shares

pursuant to the final Exercise Ratio and at the final issue price from June 6 to June 24, 2014 (the

"Exercise Period"). 14 To the extent Rights are not exercised on or before the end of the Exercise

Period, they will be forfeited without any compensation.

New Shares that have not been taken up during the Exercise Period will then be offered in the Global

Offering. The Global Offering, if any, will consist of a registered public offering in the United States

and private placements outside the United States to certain institutional investors in reliance on

Regulation S under the Securities Act. The Global Offering price is expected to be determined

following an institutional bookbuilding procedure commencing on or about June 25, 2014.

For the purpose of the U.S. portions of the Offerings, Deutsche Bank has filed with the SEC a

Registration Statement on Form F-3 (No. 333-184193) to register the Rights and the New Shares

under the Securities Act. Pursuant to the rules of the SEC, such Registration Statement is an automatic

shelf registration statement within the meaning of Rule 405 under the Securities Act and became

effective upon filing with the SEC.

The New Shares will be submitted for listing on the FSE, the Other German Exchanges and the

NYSE. Trading of the New Shares is expected to commence on or about June 25, 2014. Settlement

of the Rights Offering is expected to take place on or about June 25, 2014 and June 27, 2014.

Settlement of the Global Offering is expected to take place on or about June 27, 2014Y

IV. Application of Regulation M

In connection with the Offerings, Deutsche Bank, directly or through underwriters, will offer and sell

Deutsche Bank Shares to U.S. investors and will, therefore, be engaged in a distribution in the United

States for purposes of Regulation M. We have assumed that, under Regulation M, the restricted period

for the Offerings (the "Restricted Period") would begin one business day prior to the determination of

the final issue price and will end upon completion of the Offerings in the United States. Thus, the

Restricted Period is likely to last approximately four weeks.

As affiliates or separately identifiable departments of Deutsche Bank that regularly purchase

securities for their own accounts and the accounts of others or recommend and exercise investment

discretion with respect to the purchase of securities, CB&S, Deutsche Bank Securities Inc., DeAWM

and Treasury may be deemed to be "affiliated purchasers" of the issuer, as defmed in Rule 100 of

Regulation M. 16 As such, market activities of the Deutsche Bank Affiliates will be subject to Rule

102 throughout the Restricted Period, except to the extent that any of them acts as a "distribution

participant" subject to Rule 101.

While CB&S will not underwrite any New Shares, it will participate in both Offerings by acting as a

global coordinator, joint bookrunner, principal subscription agent and settlement agent. Accordingly,

CB&S will be a "distribution participant" in the Offerings and its market activities will be subject to

Rule 101 during the Restricted Period, at least until it completes its participation, after which it will be

14

15

16

Deutsche Bank Shares held in treasury on behalf of Deutsche Bank by Deutsche Bank or its affiliates

will not be allotted Rights in the Rights Offering.

The actual dates of events contemplated in relation to the Offerings described above may vary.

CB&S would not qualify for the exception to the definition of"afflliated purchaser" because, among

other things, it intends to act as a market maker and engage as a broker-dealer in solicited transactions

in Deutsche Bank Shares during the Restricted Period.

9

subject to Rule 102 as an affiliated purchaser until the Restricted Period ends. Thus we request relief

for the Market Activities under both Rules 101 and 102, whichever may apply.

Under both Rule 101 and Rule 102, the Deutsche Bank Affiliates will not be permitted to bid for or

purchase, or attempt to induce any person to bid for or purchase, Deutsche Bank Shares during the

Restricted Period unless one of the specified exceptions under the applicable rule is available. 17 There

are no exceptions available under Rule 10 1 or Rule 102 that would permit the Deutsche Bank

Affiliates to engage in the Market Activities. Therefore, without the requested exemptive relief, the

Deutsche Bank Affiliates would not be permitted to engage in the Market Activities for an extended

period of time, which is likely to last approximately four weeks.

Deutsche Bank believes that the withdrawal of CB&S as a principal market maker in Deutsche Bank

Shares in the primary market for those shares, which are among the most actively traded on the FSE,

for such an extended period of time would have serious harmful effects in the home market, and,

indirectly, in the U.S. market, for the Deutsche Bank Shares. These effects could include a significant

imbalance of buy and sell orders, particularly given the large number ofDeutsche Bank Shares to be

distributed in the Offerings, and thus greater volatility and reduced liquidity.

As CB&S is a principal market maker in derivatives on Deutsche Bank Shares, if CB&S is precluded

from conducting market making activities in the derivatives, the application of Regulation M could

have serious adverse effects on the German market for the derivatives, as well as on CB&S ability to

manage hedge positions maintained by Deutsche Bank and its customers previously established in

connection with this activity.

CB&S and Deutsche Bank Securities Inc. may also be unable to execute brokerage orders in Deutsche

Bank Shares submitted by their customers in the normal course, thereby forcing their customers to

take their orders elsewhere or to refrain from trading in Deutsche Bank Shares. It would be a

significant burden on these customers to require them to transfer their Deutsche Bank Shares to a

securities account elsewhere or to have CB&S or Deutsche Bank Securities Inc. place orders with

another bank, in order to make trades with respect to Deutsche Bank Shares.

DeAWM has fiduciary or similar duties under applicable laws to conduct their respective investment

activities in the best interests of their respective clients. Accordingly, DeAWM would generally be

prohibited from trading in Deutsche Bank Shares and derivatives on Deutsche Bank Shares unless

doing so complied with the terms and conditions that governed their relationships with their

respective clients and any applicable law.

Treasury may also be unable to purchase Deutsche Bank Shares in the open market to facilitate the

grant of awards or the exercise of options pursuant to the terms of Deutsche Bank's employee share

and option plans or to purchase Deutsche Bank Shares from Deutsche Bank's employee share and

option plans consistent with Treasury's past practice and in accordance with Deutsche Bank's

fiduciary duties arising from those plans.

Deutsche Bank believes that these activities will not have a significant effect on the market price of

Deutsche Bank Shares. Regulation M normally would not interfere with market-making and other

market activities in actively traded securities, such as the Deutsche Bank Shares. However, because

the Deutsche Bank Affiliates are affiliated purchasers of the issuer, they cannot rely on the actively

traded securities exception to do what market makers for large U.S. issuers are normally allowed to do

during distributions by those issuers. For these reasons, Deutsche Bank asks the Staffto provide an

17

While derivatives on Deutsche Bank Shares generally would not be "covered securities" under

Regulation M, the derivatives market making that CB&S conducts may, in some cases, be regarded as

involving inducements to purchase Deutsche Bank Shares. To avoid uncertainty, we ask that the

exemptive relief we are requesting apply to the derivatives market making as well as the derivatives

hedging and other activities in Deutsche Bank Shares described in this letter.

10

exemption from Regulation M in connection with the continuation by Deutsche Bank and the

Deutsche Bank Affiliates of the Market Activities during the Restricted Period, as permitted under

market practice and applicable laws.

VI. The German Market Regulatory Environment

The principal laws and regulations that apply to Deutsche Bank's market activities in Germany are the

German Stock Exchange Act (Borsengesetz), the rules and regulations set forth by the FSE (the "FSE

Rules") and the other stock exchanges and the German Securities Trading Act

(Wertpapierhandelsgesetz). These laws and regulations cover, among other things, prohibitions on

insider trading and market manipulation, as well as professional trading in securities and disclosure.

The market oversight authority for transparency and compliance is divided among different bodies,

including, in particular, the Surveillance Office (Handelsuberwachungsstelle) of the FSE and the

Other German Exchanges, the Stock Exchange Supervisory Authority (Borsenaufsichtsbehorde) in

the state of Hesse (responsible for the supervision ofthe FSE) and in the other German federal states

where the Other German Exchanges are located as well as the BaFin.

Under the German Stock Exchange Act and the FSE Rules, the FSE oversees price formation,

execution and settlement of transactions to ensure transparency and fair trading. Under the German

Stock Exchange Act and the FSE Rules, the FSE has established a Surveillance Office, which has

responsibility for market supervision, monitoring compliance and investigating violations. In addition,

a stock exchange supervisory authority supervises each German stock exchange. The stock exchange

supervisory authority has broad powers to investigate violations and impose disciplinary measures,

including the right to issue such orders to the stock exchange or any trading participant as are

necessary and appropriate to prevent infringements of law or to counteract other circumstances

impacting the proper conduct of stock exchange trading and settlement and the monitoring thereof. In

addition, the BaFin supervises the prohibitions on insider trading and market manipulation and

compliance with disclosure obligations. The BaFin has the authority to investigate alleged violations

of these prohibitions and refer its fmdings to the appropriate public prosecutors for criminal

prosecution. Under the FSE Rules, every market participant is required to submit to the FSE the

volume of its purchases and sales, and the FSE takes measures to ensure that information necessary to

maintain a transparent market is made public. This applies, in particular, to the prices and volumes of

securities traded on the trading floor and on Xetra.

The German Securities Trading Act provides remedies for abusing confidential information that is

likely to influence the prices of securities. Market manipulation and dissemination of inaccurate

statements to affect the prices of listed securities are prohibited. Insider trading and price

manipulation in Germany are criminal offenses.

German stock corporations are generally prohibited from trading in their own shares. However, based

on a resolution ofthe annual general meeting, a German stock corporation that qualifies as a credit

institution can be authorized to buy and sell shares of such stock corporation for trading purposes. The

trading position in shares acquired for this purpose may not, at the end of any day, exceed 5% of the

stated capital of the stock corporation. The annual general meeting of Deutsche Bank adopted such a

resolution on May 23, 2013. In addition, based on a resolution of the annual general meeting, a

German stock corporation can be authorized to buy back own shares up to 10% of its stated capital.

The annual general meeting of Deutsche Bank adopted such resolutions on May 22, 2014. German

stock corporations and their respective subsidiaries, collectively, are generally restricted from holding

more than 10% of the company's own stated capital.

Broker-dealers in Germany are required to keep a daily record of orders received and transactions

carried out, in which all information necessary to enable the reconstruction of the transactions and the

supervision of the related operations must be recorded. In addition, broker-dealers conducting

11

securities business in Germany are required to report to the BaFin all securities transactions relating to

securities or derivatives admitted to trading on an organized market within a member state of the

European Union. Broker-dealers are required to report the transactions to the BaFin no later than the

working day following the day on which the transaction was entered into if the transaction is

connected with a securities service or is an own-account transaction. Deutsche Bank would be subject

to these rules with respect to the market activities described in the frrst paragraph ofthis letter.

VI. Relief Requested

As discussed above, Deutsche Bank is asking the Staff to grant exemptive relief from Rule 101 and

Rule 102 of Regulation M in connection with the continuation by Deutsche Bank and the Deutsche

Bank Affiliates to engage in the Market Activities. Deutsche Bank and the Deutsche Bank Affiliates

would conduct these activities in the ordinary course of their respective businesses and in accordance

with applicable law in the German and other non-U.S. markets, all as described in this letter.

Deutsche Bank also asks for relief to permit Deutsche Bank Securities Inc. to engage in unsolicited

brokerage activities, and to permit DeAWM to continue trading Deutsche Bank Shares and

derivatives on Deutsche Bank Shares, in each case in the normal course of business in the United

States as described in this letter.

As a condition to the relief being requested, Deutsche Bank will include disclosure in the offering

documents that will be distributed to U.S. investors that participate in the Offerings. The disclosure

will be substantially as follows:

"During the distribution of Deutsche Bank Shares in the Rights Offering and the Global Offering, if

applicable, Deutsche Bank and certain of its affiliates intend to engage in various dealing and

brokerage activities involving Deutsche Bank Shares when and to the extent permitted by applicable

law. Among other things, Deutsche Bank and certain of its affiliates, as the case may be, intend ( 1) to

make a market in Deutsche Bank Shares by purchasing and selling Deutsche Bank Shares for their

own account or to facilitate customer transactions; (2) to make a market, from time to time, in

derivatives (such as options, warrants, convertible securities and other instruments) relating to

Deutsche Bank Shares for their own account and the accounts of their customers; (3) to engage in

trades in Deutsche Bank Shares for their own account and the accounts of their customers for the

purpose of hedging their positions established in connection with the derivatives market making

described above; (4) to engage in unsolicited brokerage transactions in Deutsche Bank Shares with

their customers; (5) to trade in Deutsche Bank Shares and derivatives on Deutsche Bank Shares as

part of their investment management activities for the accounts of their customers; and (6) to trade in

Deutsche Bank Shares in connection with employee incentive plans. These activities may occur on the

FSE, BOAT, Chi-X, Turquoise, BATS, the Eurex, the EUWAX or other German stock exchanges, in

the over-the-counter market in Germany or elsewhere outside the United States. In addition, when and

to the extent pennitted by applicable law, Deutsche Bank's affiliated U.S. broker-dealer, Deutsche

Bank Securities Inc., may engage in unsolicited brokerage transactions in Deutsche Bank Shares, and

Deutsche Bank's investment management business groups may trade in Deutsche Bank Shares and

derivatives on Deutsche Bank Shares, in the United States.

Deutsche Bank and its affiliates are not obliged to make a market in or otherwise purchase Deutsche

Bank Shares or derivatives on Deutsche Bank Shares and any such market making or other purchases

may be discontinued at any time. These activities could have the effect of preventing or retarding a

decline in the market price of Deutsche Bank Shares."

As a further condition to the relief being requested, Deutsche Bank will undertake to keep records (the

"Records") of the date and time at which Deutsche Bank Shares are purchased or sold, the market in

which the purchase or sale is effected, the amount of Deutsche Bank Shares purchased or sold and the

price of the purchase or sale, for each purchase or sale of Deutsche Bank Shares that the Deutsche

Bank Affiliates make during the Restricted Period (this information will not include any client­

12

specific data the disclosure of which is restricted under local law). Deutsche Bank will maintain the

Records for a period of two years following the end of the Restricted Period. Upon the written request

of the Director of the Division of Trading and Markets of the SEC, Deutsche Bank will make the

Records available at the SEC's offices in Washington, D.C.

In connection with the relief requested by Deutsche Bank in this letter, please note that similar

exemptive relief from Regulation M was granted to our client Deutsche Bank under your exemptive

letter of September 16, 2010. In addition, similar relief was granted to Allianz AG under your

exemptive letter of April10, 2003/ 8 to Allianz SE under your exemptive letter of March 23, 2007/ 9

to The Royal Bank of Scotland Group pic under your exemptive letter of July 23, 2007/0 to UBS

under your no-action letter of April 22, 200821 and your exemptive letter of May 16, 2008,22 to

Barclays PLC under your exemptive letters of June 16, 200823 and July 31, 2013 24 , to Lloyds Banking

Group pic (formerly Lloyds TSB Group pic) under your exemptive letters of October 21, 2008/5

April20, 200926 and November 2, 2009,27 to ING under your exemptive letter of November 19,

2009/8 to Banco Bilbao Vizcaya Argentaria, S.A. under your exemptive letter of October 28, 2010, 29

to the Bank of Montreal under your exemptive letter of April 8, 2011 30 and to The Governor and

Company of the Bank of Ireland under your exemptive letter of June 7, 2011. 31

*

*

*

If you have any questions about this request, please do not hesitate to contact me in Frankfurt

(+49-69-971030). We appreciate your assistance in this matter.

cc:

Paul Dudek, Esq. (Division of Corporation Finance Securities and Exchange Commission)

Dr. Mathias Otto (Deutsche Bank AG)

Joseph C. Kopec, Esq. (Deutsche Bank AG)

18

See 2003 SEC No-Act. LEXIS 845.

See 2007 SEC No-Act. LEXIS 401.

See 2007 SEC No-Act. LEXIS 545.

See 2008 SEC No-Act. LEXIS 464.

See 2008 SEC No-Act. LEXIS 509.

See 2008 SEC No-Act. LEXIS 538.

See 2013 SEC No-Act. LEXIS 439.

See 2008 SEC No-Act. LEXIS 637.

See 2009 SEC No-Act. LEXIS 359.

See 2009 SEC No-Act. LEXIS 726.

See 2009 SEC No-Act. LEXIS 805.

See 2010 SEC No-Act. LEXIS 629.

See 2011 SEC No-Act. LEXIS 373.

See 2011 SEC No-Act. LEXIS 422.

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13