Deutsche Bank Aktiengesellschaft. - s. 80

UPON application (the "Application") by Deutsche Bank Aktiengesellschaft ("Deutsche Bank AG") to the Ontario Securities Commission (the "Commission") for an order pursuant to section 80 of the Act exempting Deutsche Bank AG from the requirement to obtain registration as an adviser under clause 22(1)(b) of the Act in connection with the banking business to be carried on by Deutsche Bank AG in Ontario;

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

AND UPON Deutsche Bank AG having represented to the Commission that:

1. Deutsche Bank AG is a bank incorporated under the laws of the Federal Republic of Germany, and its head office is in Frankfurt, Germany. It is the largest bank in Germany in terms of assets.

2. Deutsche Bank Canada ("DB Canada") is a foreign bank subsidiary of Deutsche Bank AG and is currently listed on Schedule II to the Bank Act (Canada) (the "Bank Act"). Its head office is in Toronto, Ontario.

3. DB Canada carries on a banking business involving corporate lending, real estate investment, inventory financing, global markets and equities businesses. It focuses on institutional clients, providing services to both government and private sectors.

4. The Deutsche Financial Services Division ("DFS Canada") of DB Canada provides wholesale inventory financing to retail dealers across Canada in commercial and consumer durable products, as well as accounts receivable and asset-based financing and inventory control and portfolio management services.

5. DB Canada also owns all of the outstanding shares of Deutsche Bank Securities Limited ("DBSL"), which carries on business, and is registered under applicable provincial securities laws, as a broker and investment dealer.

6. DB Canada provides advice regarding foreign currency transactions in connection with its principal banking business.

7. Deutsche Bank AG will only accept deposits from the following:

(a) Her Majesty in right of Canada or in right of a province or territory, an agent of Her Majesty in either of those rights and includes a municipal or public body empowered to perform a function of government in Canada, or an entity controlled by Her Majesty in either of those rights;

(b) the government of a foreign country or any political subdivision thereof, an agency of the government of a foreign country or any political subdivision thereof, or an entity that is controlled by the government of a foreign country or any political subdivision thereof;

(c) an international agency of which Canada is a member, including an international agency that is a member of the World Bank Group, the Inter American Development Bank, the Asian Development Bank, the Caribbean Development Bank and the European Bank for Reconstruction and Development and any other international regional bank;

(d) a financial institution (i.e.: (a) a bank or an authorized foreign bank under the Bank Act; (b) a body corporate to which the Trust and Loan Companies Act (Canada) applies; (c) an association to which the Cooperative Credit Association Act (Canada) applies; (d) an insurance company or a fraternal benefit society to which the Insurance Companies Act (Canada) applies; (e) a trust, loan or insurance corporation incorporated by or under an Act of the legislature of a province or territory in Canada; (f) a cooperative credit society incorporated and regulated by or under an Act of the legislature of a province or territory in Canada; (g) an entity that is incorporated or formed by or under an act of Parliament or of the legislature of a province or territory in Canada and that is primarily engaged in dealing in securities, including portfolio management and investment counselling, and is registered to act in such capacity under the applicable Legislation, and (h) a foreign institution that is: (i) engaged in the banking, trust, loan or insurance business, the business of a cooperative credit society or the business of dealing in securities or is otherwise engaged primarily in the business of providing financial services; and (ii) is incorporated or formed otherwise than by or under an Act of Parliament or of the legislature of a province or territory in Canada);

(e) a pension fund sponsored by an employer for the benefit of its employees or employees of an affiliate that is registered and has total plan assets under administration of greater than $100 million;

(f) a mutual fund corporation that is regulated under an Act of the legislature of a province or territory in Canada or under the laws of any other jurisdiction and has total assets under administration of greater than $10 million;

(g) an entity (other than an individual) that has for the fiscal year immediately preceding the initial deposit, gross revenues on its own books and records of greater than $5 million; or

(h) any other person if the trade is in a security which has an aggregate acquisition cost to the purchaser of greater than $150,000.

8. In June of 1999, amendments to the Bank Act were proclaimed that permit foreign commercial banks to establish direct branches in Canada. These amendments have created a new Schedule III listing foreign banks permitted to carry on banking activities through branches in Canada.

9. Deutsche Bank AG received an order dated January 26, 2001 under the Bank Act permitting it to establish a full service branch under the Bank Act and designating it on Schedule III thereto. Deutsche Bank AG will take over the current wholesale deposit-taking, corporate lending, custody and treasury functions currently conducted by DB Canada. In addition, DB Canada will transfer all the assets of DFS Canada to a newly created wholly-owned Canadian subsidiary of Deutsche Bank AG, and DB Canada will transfer all of the shares of DBSL to Deutsche Bank AB or a wholly-owned non-Canadian subsidiary thereof.

10. Section 31(a) of the Act refers to "a bank listed on Schedule I or II to the Bank Act" in connection with the exemption from the adviser registration requirement; however, no reference is made in the Act to entities listed on Schedule III to the Bank Act.

11. In order to ensure that Deutsche Bank AG , as an entity listed on Schedule III to the Bank Act, will be able to provide banking services to businesses in Ontario it requires similar exemptions enjoyed by banking institutions incorporated under the Bank Act to the extent that the current exemptions applicable to such banking institutions are relevant to the banking business to be undertaken by Deutsche Bank AG in Ontario.

12. Deutsche Bank AG will be performing certain foreign exchange advisory services in connection with its principal banking business.

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

IT IS RULED pursuant to section 80 of the Act that upon the establishment by Deutsche Bank AG of a branch designated on Schedule III of the Bank Act, Deutsche Bank AG is exempt from the requirement of clause 22(1)(b) of the Act where the performance of the service as an adviser is solely incidental to Deutsche Bank AG's principal banking business in Ontario.

February 15th, 2001.

J. A. Geller, R. Stephen Paddon