SEC Division of Corporation Finance no-action letter: Deutsche Bank AG

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

June 16, 2009 DIVISION OF
CORPORATION FINANCE
Mr. Christian J. Mixter
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW
Washington, D.C. 20004
Re: SEC v. Deutsche Bank Securities, Inc.-- Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act by Deutsche Bank AG Dear Mr. Mixter:
This is in response to your letter dated June 16,2009, written on behalf of your client Deutsche Bank AG ("Company") and its subsidiary Deutsche Bank Securities, Inc. ("DBSI") and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(1)(vi) ofthe Securities Act of 1933 ("Securities Act"). The Company requests relief from being considered an ineligible issuer under Rule 405, arising from the settlement of a civil injunctive proceeding with the Commission. The Commission filed a civil injunctive complaint against DBSI in the United States District Court for the Southern District ofNew York alleging that DBSI violated Section 15(c) of the Securities Exchange Act of 1934 ("Exchange Act"). DBSI filed a consent in which it agreed, without admitting or denying the allegations ofthe Commission's Complaint, to the entry of a Final Judgment against it. Among other things, the Final Judgment as entered on June 9,2009, permanently enjoins DBSI from violating Section 15(c) ofthe Exchange Act. Based on the facts and representations in your letter, and assuming the Company and DBSI comply with the Final Judgment, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason ofthe entry of the Final Judgment. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted and the effectiveness ofsuch relief is as ofthe date ofthe entry ofthe Final Judgment. Any different facts from those represented or non-compliance with the Final Judgment might require us to reach a different conclusion. Sin~erely, TrliiVt 1~t6 Mary Kosterlitz Chief, Office ofEnforcement Liaison Division ofCorporation Finance