Law Debenture Trust Company of New York and Deutsche Bank Aktiengesellschaft - s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) -- trust indenture governed by the United States Trust Indenture Act of 1939, as amended, exempted from the requirements of Part V of the Business Corporations Act (Ontario) in connection with a public offering of debt securities in Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

Securities Act, R.S.O. 1990, c. S.5, as am..

Trust Indenture Act of 1939, 53 Stat. 1149 (1939), 15 U.S.C., Secs. 77aaa-77bbb, as am.

April 15, 2008

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

LAW DEBENTURE TRUST COMPANY OF NEW YORK

AND

DEUTSCHE BANK AKTIENGESELLSCHAFT

ORDER

(Subsection 46(4) of the OBCA)

UPON the application of Law Debenture Trust Company of New York (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 46(4) of the OBCA exempting a trust indenture entered into between Deutsche Bank Aktiengesellschaft (the "Issuer") and the Applicant from the requirements of Part V of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by the Issuer and the Applicant to the Commission that:

1. The Issuer is a public company registered in the Federal Republic of Germany and is not a reporting issuer in Ontario.

2. The ordinary shares of the Issuer have been registered under section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act"), and the Issuer is subject to continuing reporting requirements with the U.S. Securities and Exchange Commission (the "SEC") under sections 13 and 15(d) of the 1934 Act.

3. The Applicant is a banking corporation organized under the laws of New York and is neither resident nor authorized to do business in Ontario.

4. The Applicant is the sole trustee under an indenture dated November 22, 2006 between the Issuer and the Applicant, as trustee (the "Indenture").

5. The Issuer currently offers term notes (the "Notes") in the United States under an existing note program.

6. The following are the key documents relating to the existing U.S. program:

(a) a shelf registration statement on Form F-3 (the "Registration Statement") that includes a prospectus dated October 10, 2006, filed with the SEC pursuant to the United States Securities Act of 1933, as amended, covering debt securities, warrants, purchase contracts, units and subordinated guarantees and a prospectus supplement to the U.S. Prospectus dated November 13, 2006; and

(b) the Indenture.

7. It is proposed that a base shelf prospectus (the "Canadian Base Shelf Prospectus") will be filed with the Commission and each other securities regulator in Canada in accordance with National Instrument 44-101 -- Short Form Prospectus Distributions and the shelf procedures set forth in National Instrument 44-102 -- Shelf Distributions which will qualify the Notes issued thereunder for distribution in Canada. The Indenture will be filed by the Issuer with the Commission in connection with the filing of the Canadian Base Shelf Prospectus.

8. It is proposed that certain Notes will be offered by prospectus in Canada (the "Canadian Program") from time to time and will be distributed by the Issuer through certain fully registered Canadian dealers (collectively, the "Dealers"), pursuant to the terms of one or more agreements to be entered between each Dealer and the Issuer.

9. The Notes to be issued under the Canadian Program will not, in general, be registered with the SEC or covered by the Registration Statement.

10. The Issuer may offer Notes for sale from time to time in Canada, under the Canadian Base Shelf Prospectus and one or more related pricing supplements following the Issuer's receipt of a final receipt for the Canadian Base Shelf Prospectus. Specific issuances of Notes may be offered concurrently in Canada and the United States or globally.

11. It is not currently anticipated that the Notes issued in Canada will be listed on any stock exchange in Canada, but listing may occur in the future.

12. As the Issuer intends to file the Canadian Base Shelf Prospectus with the Commission, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

13. Pursuant to subsection 46(2) of the OBCA, Part V of the OBCA is applicable to a trust indenture if, in respect of any debt obligations outstanding or to be issued thereunder, a prospectus has been filed under the Securities Act (Ontario).

14. The Indenture is subject to the United States Trust Indenture Act of 1939 (the "Trust Indenture Act"), which regulates the issue of debt securities under trust indentures in the U.S. in a manner consistent with Part V of the OBCA.

15. The Indenture is governed by the laws of New York and provides that there shall always be a trustee thereunder in accordance with the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the Trust Indenture Act and is otherwise consistent with the requirements of the Trust Indenture Act.

16. The regulation of debt securities under trust indentures under Part V of the OBCA is based on the Trust Indenture Act. Holders of Notes in Ontario will not, subject to the following paragraph, derive any additional material benefit from having the Indenture subject to Part V of the OBCA.

17. Prior to the Issuer filing the Canadian Base Shelf Prospectus with the Commission, the Applicant will file on SEDAR a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and appointment of an agent for service of process in Ontario (a "Submission to Jurisdiction and Appointment of Agent for Service of Process").

18. Any Canadian pricing supplement or prospectus supplement under which the Notes will be offered in Canada will disclose the existence of this Order and state that the Applicant, its officers and directors, and the assets of the Applicant are located outside of Ontario and, as a result, it may be difficult for a holder of Notes to enforce rights against the Applicant, its officers or directors, or the Applicant's assets and that the holder may have to enforce rights against the Applicant in the United States.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(a) the Indenture is governed by and subject to the Trust Indenture Act; and

(b) prior to the Issuer filing the Canadian Base Shelf Prospectus with the Commission, the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission and on SEDAR a "Submission to Jurisdiction and Appointment of Agent for Service of Process".