Deutsche Bank AG, et al.; Notice of Application and Temporary Order, 23826-23830 [2015-09965]

Download as PDF 23826 Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices remains structured as a percentage discount on Priority Mail packages based on the previous year’s total packages shipped. Id. Attachment A at 1. The Postal Service intends for the Amendment to become effective one business day after the date that the Commission completes its review of the Notice. Notice at 1. The Postal Service asserts that the Amendment will not impair the ability of the contract to comply with 39 U.S.C. 3633. Id. II. Notice of Filings The Commission invites comments on whether the changes presented in the Postal Service’s Notice are consistent with the policies of 39 U.S.C. 3632, 3633, or 3642, 39 CFR 3015.5, and 39 CFR part 3020, subpart B. Comments are due no later than April 30, 2015. The public portions of these filings can be accessed via the Commission’s Web site (https://www.prc.gov). The Commission appoints James F. Callow to represent the interests of the general public (Public Representative) in this docket. III. Ordering Paragraphs It is ordered: 1. The Commission reopens Docket No. CP2013–82 for consideration of matters raised by the Postal Service’s Notice. 2. Pursuant to 39 U.S.C. 505, the Commission appoints James F. Callow to serve as an officer of the Commission (Public Representative) to represent the interests of the general public in this proceeding. 3. Comments are due no later than April 30, 2015. 4. The Secretary shall arrange for publication of this order in the Federal Register. By the Commission. Ruth Ann Abrams, Acting Secretary. [FR Doc. 2015–09943 Filed 4–28–15; 8:45 am] BILLING CODE 7710–FW–P POSTAL SERVICE mstockstill on DSK4VPTVN1PROD with NOTICES Product Change—Priority Mail and First-Class Package Service Negotiated Service Agreement The Postal Service gives notice of filing a request with the Postal Regulatory Commission to add a domestic shipping services contract to the list of Negotiated Service SUMMARY: 20:18 Apr 28, 2015 Stanley F. Mires, Attorney, Federal Requirements. [FR Doc. 2015–09960 Filed 4–28–15; 8:45 am] BILLING CODE 7710–12–P PRIVACY AND CIVIL LIBERTIES OVERSIGHT BOARD [Notice–PCLOB–2015–03; Docket No. 2015– 0002, Sequence No. 1] Public Meeting on Executive Order 12333 at the National Constitution Center Privacy and Civil Liberties Oversight Board. ACTION: Notice of Public Meeting. AGENCY: The Privacy and Civil Liberties Oversight Board will hold a public meeting to examine the historical background, constitutional implications, and oversight of counterterrorism activities conducted under the Executive Order on United States Intelligence Activities (Executive Order 12333). The public meeting will inform the Privacy and Civil Liberties Oversight Board’s oversight of and advice pertinent to such activities. Visit www.pclob.gov for a list of panelists. DATES: The public meeting will be held on Wednesday, May 13, 2015 from 10:15 a.m. until 4:45 p.m. Eastern Standard Time (EST). ADDRESSES: The National Constitution Center, Kirby Auditorium, 525 Arch Street, Philadelphia, Pennsylvania 19106. SUMMARY: FOR FURTHER INFORMATION CONTACT: Postal ServiceTM. ACTION: Notice. AGENCY: VerDate Sep<11>2014 Agreements in the Mail Classification Schedule’s Competitive Products List. DATES: Effective date: April 29, 2015. FOR FURTHER INFORMATION CONTACT: Elizabeth A. Reed, 202–268–3179. SUPPLEMENTARY INFORMATION: The United States Postal Service® hereby gives notice that, pursuant to 39 U.S.C. 3642 and 3632(b)(3), on April 22, 2015, it filed with the Postal Regulatory Commission a Request of the United States Postal Service to Add Priority Mail & First-Class Package Service Contract 4 to Competitive Product List. Documents are available at www.prc.gov, Docket Nos. MC2015–48, CP2015–60. Jkt 235001 Sharon Bradford Franklin, Executive Director, 202–331–1986. SUPPLEMENTARY INFORMATION: Agenda 10:15 a.m. Doors Open. 10:30 a.m. Opening Remarks. PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 10:45 a.m. Session 1: Separation of Powers and the History of E.O. 12333. 12:15 p.m. Lunch on your own. 1:15 p.m. Session 2: First and Fourth Amendment Implications of E.O. 12333 Activities: The Impact of New Technologies. 2:45 p.m. Break. 3:00 p.m. Session 3: E.O. 12333 in Practice. 4:30 p.m. Closing remarks. Procedures for Public Observation The public meeting is free and open to the public. Pre-registration is not required. Individuals who plan to attend and require special assistance should contact Sharon Bradford Franklin, Executive Director, 202–331–1986, at least seventy-two (72) hours prior to the meeting date. Dated: April 23, 2015. Eric Broxmeyer, General Counsel, Privacy and Civil Liberties Oversight Board. [FR Doc. 2015–09988 Filed 4–28–15; 8:45 am] BILLING CODE 6820–B3–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74725; File No. SR– NASDAQ–2015–032] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend NASDAQ Rules 7014 and 7018 April 14, 2015. Correction In notice document 2015–08941, appearing on pages 21778–21782 in the Issue of Monday, April 20, 2015, make the following correction: On page 21781, in the third column, on the last line, ‘‘May 8, 2015.’’ should read ‘‘May 11, 2015.’’ [FR Doc. C1–2015–08941 Filed 4–28–15; 8:45 am] BILLING CODE 1505–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. IC—31577; 812–14448] Deutsche Bank AG, et al.; Notice of Application and Temporary Order April 23, 2015. Securities and Exchange Commission (‘‘Commission’’). ACTION: Temporary order and notice of application for a permanent order under AGENCY: E:\FR\FM\29APN1.SGM 29APN1 Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices section 9(c) of the Investment Company Act of 1940 (‘‘Act’’). Applicants have received a temporary order (the ‘‘Temporary Order’’) exempting them from section 9(a) of the Act, with respect to a guilty plea entered April 23, 2015, by DB Group Services (UK) Ltd. (the ‘‘Settling Firm’’) in the U.S. District Court for the District of Connecticut (the ‘‘District Court’’) in connection with a plea agreement between the Settling Firm and the U.S. Department of Justice (‘‘DOJ’’), until the Commission takes final action on an application for a permanent order. Applicants have also requested a permanent order (the ‘‘Permanent Order,’’ and with the Temporary Order, the ‘‘Orders’’). APPLICANTS: Deutsche Investment Management Americas, Inc. (‘‘DIMA’’), Deutsche Asset & Wealth Management International GmbH (‘‘DeAWMI’’), Deutsche Investments Australia Limited (‘‘DIAL’’), RREEF America L.L.C. (‘‘RREEF’’), Deutsche Alternative Asset Management (Global) Limited (‘‘DAAM Global’’), DBX Advisors LLC (‘‘DBX Advisors’’), DBX Strategic Advisors LLC (‘‘DBX Strategic Advisors’’), DeAWM Distributors, Inc. (‘‘DDI’’), Harvest Global Investments Limited (‘‘Harvest’’) (each, a ‘‘Fund Servicing Applicant’’); and the Settling Firm (with the Fund Servicing Applicants, the ‘‘Applicants’’), and Deutsche Bank AG (‘‘DB AG’’). FILING DATE: The application was filed on April 23, 2015. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on May 18, 2015, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090; Applicants: DB AG, Taunusanlage 12, 60325 Frankfurt am Main, Germany; DIMA, DBX Advisors, and DBX mstockstill on DSK4VPTVN1PROD with NOTICES SUMMARY: VerDate Sep<11>2014 17:18 Apr 28, 2015 Jkt 235001 Strategic Advisors, 345 Park Avenue, New York, NY 10154; DeAWMI, Mainzer Landstrasse 178–190, Frankfurt am Main, 60327, Germany; DIAL, Deutsche Bank Place, Level 16, CNR Hunter and Phillip Streets, Sydney, NSW 2000, Australia; RREEF and DDI, 222 South Riverside Plaza, Chicago, IL 60606; DAAM Global, Winchester House, 1 Great Winchester Street, London, United Kingdom EC2N 2DB; Harvest, 31/F One Exchange Square, 8 Connaught Place, Central Hong Kong, Hong Kong; and the Settling Firm, 23 Great Winchester Street, London, EC2P 2AX, United Kingdom. FOR FURTHER INFORMATION CONTACT: David J. Marcinkus, Senior Counsel, at 202–551–6882 or David P. Bartels, Branch Chief, at 202–551–6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a temporary order and summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at https://www.sec.gov/search/ search.htm, or by calling (202) 551– 8090. Applicants’ Representations 1. DB AG, a stock corporation under the laws of Germany, is a financial services firm. Each of the Applicants, except Harvest, is either a direct or indirect wholly-owned subsidiary of DB AG. DIMA, a corporation organized under the laws of Delaware, is an investment adviser registered under the Investment Advisers Act of 1940 (the ‘‘Advisers Act’’). DeAWMI, a corporation organized under the laws of Germany, is an investment adviser registered under the Advisers Act. DIAL, a corporation organized under the laws of Australia, is an investment adviser registered under the Advisers Act. RREEF, a Delaware limited liability company, is an investment adviser registered under the Advisers Act. DAAM Global, a UK limited company, is an investment adviser registered under the Advisers Act. DBX Advisors, a Delaware limited liability company, is an investment adviser registered under the Advisers Act. DBX Strategic Advisors, a Delaware limited liability company, is an investment adviser registered under the Advisers Act. DDI, a corporation organized under the laws of Delaware, is a broker-dealer registered under the Securities Exchange Act of 1934. Harvest, a Hong Kong limited company by shares, is the wholly owned subsidiary of a joint PO 00000 Frm 00067 Fmt 4703 Sfmt 4703 23827 venture in which DB AG has an indirect minority interest. 2. The Settling Firm, a UK limited company, is an indirect wholly owned subsidiary of DB AG. The Settling Firm employs London-based employees across DB AG’s businesses. Applicants state that the Settling Firm is a service company that does not serve as an investment adviser, principal underwriter, or depositor for any Fund (defined below). Applicants represent that the Settling Firm does not engage, has not engaged, and will not engage in Fund Servicing Activities (defined below). 3. Each of the Fund Servicing Applicants serves either as investment adviser (as defined in section 2(a)(20) of the Act) to investment companies registered under the Act or series of such companies (‘‘Funds’’) or as principal underwriter (as defined in section 2(a)(29) of the Act) to open-end management investment companies registered under the Act (‘‘Open-End Funds’’). While the Settling Firm does not serve, and no existing company of which the Settling Firm is an ‘‘affiliated person’’ within the meaning of section 2(a)(3) of the Act (‘‘Affiliated Person’’), other than the Fund Servicing Applicants, currently serves as an investment adviser or depositor of any Fund or employees’ securities company (‘‘ESC’’) or investment company that has elected to be treated as a business development company under the Act, or principal underwriter for any Open-End Fund, unit investment trust registered under the Act, or face-amount certificate company registered under the Act (such activities, collectively, (‘‘Fund Servicing Activities’’), Applicants request that any relief granted also apply to any existing company of which the Settling Firm is an Affiliated Person and to any other company of which the Settling Firm may become an Affiliated Person in the future (together with the Fund Servicing Applicants, the ‘‘Covered Persons’’). 4. On April 23, 2015, the DOJ filed a one-count criminal information (the ‘‘Information’’) in the District Court charging the Settling Firm with one count of wire fraud, in violation of Title 18, United States Code, Section 1343.1 The Information charges that between approximately 2003 and at least 2010 the Settling Firm engaged in a scheme to defraud counterparties to interest rate derivatives trades executed on its behalf by manipulating certain benchmark interest rates to which the profitability of those trades was tied. The Information charges that, in furtherance 1 Information, United States v. DB Group (UK) Ltd., No. 3:15–cr–62 (D. Conn.). E:\FR\FM\29APN1.SGM 29APN1 mstockstill on DSK4VPTVN1PROD with NOTICES 23828 Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices of this scheme, on or about July 20, 2006, the Settling Firm transmitted, or caused the transmission of (i) an electronic chat between a submitter for the London Interbank Offered Rate for U.S. Dollar (‘‘USD LIBOR’’) employed by the Settling Firm and a derivatives trader employed by Deutsche Bank AG who was located in the United States at the time of the chat, (ii) a subsequent USD LIBOR submission from the Settling Firm to Thomson Reuters and (iii) a subsequent publication of a USD LIBOR rate through international and interstate wires. 5. Pursuant to a plea agreement (the ‘‘Plea Agreement’’), the Settling Firm entered a plea of guilty in the District Court. In the Plea Agreement, the Settling Firm agreed to, among other things, a monetary fine and to full cooperation with law enforcement. On April 23, 2015, the District Court entered a judgment against the Settling Firm (the ‘‘Judgment’’). 6. In addition to the Plea Agreement, DOJ also filed a two-count criminal information (the ‘‘DB AG Information’’) in the District Court charging DB AG with one count of wire fraud and one count of price-fixing. The DB AG Information charges that, between 2003 and 2010, DB AG engaged in a scheme to defraud counterparties to interest rate derivatives trades executed on its behalf by manipulating certain benchmark interest rates to which the profitability of those trades was tied. In connection with the DB AG Information, DB AG entered into a deferred prosecution agreement with DOJ on April 23, 2015 (the ‘‘Deferred Prosecution Agreement’’). In the Deferred Prosecution Agreement, DB AG agrees, among other things, to (i) full cooperation with law enforcement, (ii) installation of an independent compliance monitor, (iii) strengthening its internal controls as recommended by the monitor and as required by certain other U.S. and non-U.S. regulatory agencies that have addressed the relevant misconduct, and (iv) payment of a monetary fine. 7. In connection with the same misconduct described above, on April 23, 2015 the U.S. Commodity Futures Trading Commission entered an order (the ‘‘CFTC Order’’) on consent, finding that DB AG made false reports regarding, attempted to manipulate, and in some cases successfully manipulated, certain benchmark interest rates. The CFTC Order requires DB AG to cease and desist from certain violations of the Commodity Exchange Act, to pay a monetary fine, and to agree to certain remedial undertakings. VerDate Sep<11>2014 17:18 Apr 28, 2015 Jkt 235001 8. In connection with the same misconduct described above, on April 23, 2015, the U.K. Financial Conduct Authority entered a final notice (the ‘‘FCA Final Notice’’) finding that DB AG violated Principles 3, 5 and 11 of the FCA’s Principles for Business and imposing a monetary fine. 9. On April 23, 2015, the New York State Department of Financial Services entered a consent order against DB AG (the ‘‘DFS Order’’) relating to the same misconduct described above and imposing a civil monetary fine and certain undertakings, including engaging an independent compliance monitor. 10. In response to the misconduct described above, Applicants represent that they have engaged in various remedial measures. Applicants state that this has included implementing a ‘‘three lines of defense’’ model for benchmark submissions. According to Applicants, this restructuring involved segregating benchmark submission activities from other bank activities to reduce conflicts, creating an independent control group that monitors benchmark submissions and engaging in regular internal and external audits. Applicants state that DB AG has also formed a governance body to oversee these lines of defense and resolve material issues. Applicants further state that they have adopted specific standards, guidelines, policies and training for benchmark submissions, which did not exist during the period of misconduct. Applicants assert that they have been careful to ensure that the new control framework meets the requirements of regulatory undertakings required in previously announced settlements concerning similar misconduct. Applicants’ Legal Analysis 1. Section 9(a)(1) of the Act provides, in pertinent part, that a person may not serve or act as an investment adviser or depositor of any registered investment company or a principal underwriter for any registered open-end investment company or registered unit investment trust, if such person within ten years has been convicted of any felony or misdemeanor arising out of such person’s conduct, as, among other things, an investment adviser, a broker or dealer, or a bank. Section 2(a)(10) of the Act defines the term ‘‘convicted’’ to include a plea of guilty. Section 9(a)(3) of the Act extends the prohibitions of section 9(a)(1) to a company any affiliated person of which has been disqualified under the provisions of section 9(a)(1). Section 2(a)(3) of the Act defines ‘‘affiliated person’’ to include, among others, any person directly or PO 00000 Frm 00068 Fmt 4703 Sfmt 4703 indirectly controlling, controlled by, or under common control with, the other person. Applicants state that the Settling Firm is an Affiliated Person of each of the other Applicants within the meaning of section 2(a)(3). Applicants state that the guilty plea would, upon entry of the Judgment, result in a disqualification of each Applicant for ten years under section 9(a) of the Act because the Settling Firm would become the subject of a conviction described in section 9(a)(1). 2. Section 9(c) of the Act provides that the Commission shall grant an application for exemption from the disqualification provisions of section 9(a) if it is established that these provisions, as applied to Applicants, are unduly or disproportionately severe or that the Applicants’ conduct has been such as not to make it against the public interest or the protection of investors to grant the exemption. Applicants have filed an application pursuant to section 9(c) seeking temporary and permanent orders exempting the Applicants and other Covered Persons from the disqualification provisions of section 9(a) of the Act. The Fund Servicing Applicants and other Covered Persons (but not the Settling Firm) may, if the relief is granted, in the future act in any of the capacities contemplated by section 9(a) of the Act subject to the conditions of the Temporary Order and the Permanent Order. 3. Applicants believe they meet the standard for exemption specified in section 9(c) of the Act. Applicants state that the prohibitions of section 9(a) as applied to them would be unduly and disproportionately severe and that the conduct of the Fund Servicing Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from section 9(a). 4. Applicants assert that the conduct underlying the Plea Agreement (the ‘‘Conduct’’) did not involve any of Applicants acting as an investment adviser or depositor of any Fund, ESC or business development company or principal underwriter for any Open-End Fund, unit investment trust registered under the Act, or face amount certificate company registered under the Act. Applicants state that the Conduct similarly did not involve any Fund, ESC or business development company with respect to which Applicants engaged in Fund Servicing Activities. 5. Applicants further represent that (a) none of the current or former directors, officers or employees of the Fund Servicing Applicants had any knowledge of, or had any involvement in, the Conduct; (b) except as discussed E:\FR\FM\29APN1.SGM 29APN1 mstockstill on DSK4VPTVN1PROD with NOTICES Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices below, no current or former employee of the Settling Firm or of any Covered Person who previously has been or who subsequently may be identified by the Settling Firm, DB AG or any U.S. or non-U.S. regulatory or enforcement agencies as having been responsible for the Conduct will be an officer, director, or employee of any Applicant or of any other Covered Person; (iii) no employee of the Settling Firm or of any Covered Person who was involved in the Conduct had any, or will have any future, involvement in the Covered Persons’ activities in any capacity described in section 9(a) of the Act; and (iv) because the personnel of the Fund Serving Applicants did not have any involvement in the Conduct, shareholders of the Funds were not affected any differently than if the Funds had received services from any other non-affiliated investment adviser or principal underwriter. 6. Applicants represent that they have taken all possible steps, consistent with German and other relevant foreign employment law, to terminate the employment of all individuals responsible for the Conduct. However, as a consequence of proceedings under German labor law, four individuals who were identified as being responsible for the Conduct and were terminated are currently employed in non-risk-taking positions. Applicants state that DB AG has entered into court-mediated settlements with these individuals. Pursuant to the settlements, the two more senior employees will remain on paid leave through the end of 2015 and then will have no association with DB AG. Applicants represent that, although the two more junior employees have returned to DB AG, these employees (a) will not serve in risk-taking roles or the roles in which they served during the Conduct; (b) will not be employed by the Covered Persons relying on the relief or otherwise involved in the Fund Servicing Activities; and (c) will not be in a compliance monitoring role or have any influence over policy-making concerning the Fund Servicing Activities. DB AG states that it will take action to terminate any additional employee who is determined to have been responsible for the Conduct. 7. Except as discussed above, Applicants have agreed that neither they nor any of the other Covered Persons will employ any of the current or former employees of the Settling Firm or any Covered Person who previously have been or who subsequently may be identified by the Settling Firm, DB AG or any U.S. or non-U.S. regulatory or enforcement agencies as having been responsible for the Conduct in any VerDate Sep<11>2014 17:18 Apr 28, 2015 Jkt 235001 capacity without first making a further application to the Commission pursuant to section 9(c). Applicants also have agreed that each Applicant (and any Covered Person that acts in any capacity described in section 9(a) of the Act) will adopt and implement policies and procedures reasonably designed to ensure compliance with the terms and conditions of the order granted under section 9(c). In addition, the Settling Firm has agreed to comply in all material respects with the material terms and conditions of the Plea Agreement, and DB AG has agreed to comply in all material respects with the material terms and conditions of the Deferred Prosecution Agreement, CFTC Order, FCA Final Notice and DFS Order. 8. Applicants state that (a) inability of the Fund Servicing Applicants to continue providing investment advisory services to Funds would result in the Funds and their shareholders facing potential hardship and (b) the inability of DDI to continue to serve as principal underwriters to the Open-End Funds would similarly result in potential hardship to the Open-End Funds and their shareholders. Applicants represent that they will distribute to the board of trustees/directors of the Funds (the ‘‘Boards’’) written materials describing the circumstances that led to the Plea Agreement, any impact on the Funds, and the application. The written materials will include an offer to discuss the materials at an in-person meeting with each Board for which Applicants provide Fund Servicing Activities, including the directors who are not ‘‘interested persons’’ of the Fund as defined in section 2(a)(19) of the Act, and their independent legal counsel as defined in rule 0–1(a)(6) under the Act. Applicants state that they will provide the Boards with the information concerning the Plea Agreement and the application that is necessary for those Funds to fulfill their disclosure and other obligations under the federal securities laws and will provide them a copy of the Judgment as entered by the District Court. 9. Applicants state that if the Fund Servicing Applicants were barred under section 9(a) of the Act from engaging in Fund Servicing Activities and were unable to obtain the requested exemption, the effect on their businesses and employees would be severe because they have committed substantial resources to establishing an expertise in the provision of Fund Servicing Activities. Applicants further state that prohibiting them from providing Fund Servicing Activities would not only adversely affect their business, but would also adversely PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 23829 affect their employees who are involved in those activities. 10. Applicants argue that section 9(a) should not operate to bar them from serving the Funds and their shareholders in the absence of improper activities relating to their Fund Servicing Activities. Applicants state that the section 9(a) disqualification would disrupt the operations of the Funds as they sought to engage new advisers and distributors. Applicants assert that these effects would be unduly severe and disproportionately harsh given the Fund Servicing Applicants’ lack of involvement in the Conduct. Moreover, Applicants state that the Settling Firm and DB AG have taken remedial actions to address the Conduct, as outlined in the application. Applicants also assert that the Conduct did not constitute conduct that would make it against the public interest or protection of investors to issue the Orders. 11. Applicants state that certain of the Applicants and their affiliates have received exemptive orders under section 9(c), as described in greater detail in the application. Applicants’ Conditions Applicants agree that any order granted by the Commission pursuant to the application will be subject to the following conditions: 1. Any temporary exemption granted pursuant to the application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including, without limitation, the consideration by the Commission of a permanent exemption from Section 9(a) of the Act requested pursuant to the application or the revocation or removal of any temporary exemptions granted under the Act in connection with the application. 2. Except as set out in Section IV.E of the application, neither the Applicants nor any of the other Covered Persons will employ any of the current or former employees of the Settling Firm or any Covered Person who previously has been or who subsequently may be identified by the Settling Firm, DB AG, or any U.S. or non-U.S. regulatory or enforcement agency as having been responsible for the Conduct, without first making a further application to the Commission pursuant to section 9(c). 3. Each Applicant and Covered Person will adopt and implement policies and procedures reasonably designed to ensure that it will comply with the terms and conditions of the Orders E:\FR\FM\29APN1.SGM 29APN1 23830 Federal Register / Vol. 80, No. 82 / Wednesday, April 29, 2015 / Notices within 60 days of the date of the Permanent Order or, with respect to condition 4, such later date as may be contemplated by the Plea Agreement, the Deferred Prosecution Agreement, the CFTC Order, the FCA Final Notice, and the DFS Order. 4. The Settling Firm will comply in all material respects with the material terms and conditions of the Plea Agreement, and DB AG will comply in all material respects with the material terms and undertakings of the Deferred Prosecution Agreement, the CFTC Order, the FCA Final Notice, and the DFS Order. 5. Applicants will provide written notification to the Chief Counsel of the Commission’s Division of Investment Management with a copy to the Chief Counsel of the Commission’s Division of Enforcement of a material violation of the terms and conditions of the Orders within 30 days of discovery of the material violation. Temporary Order The Commission has considered the matter and finds that Applicants have made the necessary showing to justify granting a temporary exemption. Accordingly, It is hereby ordered, pursuant to section 9(c) of the Act, that Applicants and any other Covered Persons are granted a temporary exemption from the provisions of section 9(a), solely with respect to the Judgment, subject to the representations and conditions in the application, from April 23, 2015, until the date the Commission takes final action on their application for a permanent order. By the Commission. Brent J. Fields, Secretary. [FR Doc. 2015–09965 Filed 4–28–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31575; 812–14438] Gabelli ETMF Trust, et al.; Notice of Application April 23, 2015. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice of an application for an order under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from sections 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Act and rule 22c-1 under the Act, under sections 6(c) and 17(b) of the Act for an mstockstill on DSK4VPTVN1PROD with NOTICES AGENCY: VerDate Sep<11>2014 17:18 Apr 28, 2015 Jkt 235001 exemption from sections 17(a)(1) and (a)(2) of the Act, and under section 12(d)(1)(J) of the Act for an exemption from sections 12(d)(1)(A) and (B) of the Act. Applicants: Gabelli ETMF Trust (the ‘‘Trust’’), Gabelli Funds, LLC (the ‘‘Adviser’’) and G.distributors, LLC (the ‘‘Distributor’’). Summary of Application: Applicants request an order (‘‘Order’’) that permits: (a) Actively managed series of certain open-end management investment companies to issue shares (‘‘Shares’’) redeemable in large aggregations only (‘‘Creation Units’’); (b) secondary market transactions in Shares to occur at the next-determined net asset value plus or minus a market-determined premium or discount that may vary during the trading day; (c) certain series to pay redemption proceeds, under certain circumstances, more than seven days from the tender of Shares for redemption; (d) certain affiliated persons of the series to deposit securities into, and receive securities from, the series in connection with the purchase and redemption of Creation Units; (e) certain registered management investment companies and unit investment trusts outside of the same group of investment companies as the series to acquire Shares; and (f) certain series to create and redeem Shares in kind in a master-feeder structure. The Order would incorporate by reference terms and conditions of a previous order granting the same relief sought by applicants, as that order may be amended from time to time (‘‘Reference Order’’).1 Filing Dates: The application was filed on March 30, 2015. Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on May 18, 2015, and should be accompanied by proof of service on applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: The Commission: Brent J. Fields, Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. Applicants: One Corporate Center, Rye, NY 10580–1422. FOR FURTHER INFORMATION CONTACT: Jean E. Minarick, Senior Counsel, or Daniele Marchesani, Branch Chief, at (202) 551– 6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s Web site by searching for the file number, or for an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants 1. The Trust will be registered as an open-end management investment company under the Act and is a statutory trust organized under the laws of Delaware. Applicants seek relief with respect to seven Funds (as defined below, and those Funds, the ‘‘Initial Funds’’). The portfolio positions of each Fund will consist of securities and other assets selected and managed by its Adviser or Subadviser (as defined below) to pursue the Fund’s investment objective. 2. The Adviser, a New York limited liability company, will be the investment adviser to the Initial Funds. An Adviser (as defined below) will serve as investment adviser to each Fund. The Adviser is, and any other Adviser will be, registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). The Adviser may retain one or more subadvisers (each a ‘‘Subadviser’’) to manage the portfolios of the Funds. Any Subadviser will be registered, or not subject to registration, under the Advisers Act. 3. The Distributor is a Delaware limited liability company and a brokerdealer registered under the Securities Exchange Act of 1934 and will act as the principal underwriter of Shares of the Funds. Applicants request that the requested relief apply to any distributor of Shares, whether affiliated or unaffiliated with the Adviser (included in the term ‘‘Distributor’’). Any Distributor will comply with the terms and conditions of the Order. Applicants’ Requested Exemptive Relief 1 Eaton Vance Management, et al., Investment Company Act Rel. Nos. 31333 (Nov. 6, 2014) (notice) and 31361 (Dec. 2, 2014) (order). PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 4. Applicants seek the requested Order under section 6(c) of the Act for E:\FR\FM\29APN1.SGM 29APN1

Agencies

[Federal Register Volume 80, Number 82 (Wednesday, April 29, 2015)]
[Notices]
[Pages 23826-23830]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-09965]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC--31577; 812-14448]


Deutsche Bank AG, et al.; Notice of Application and Temporary 
Order

April 23, 2015.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Temporary order and notice of application for a permanent 
order under

[[Page 23827]]

section 9(c) of the Investment Company Act of 1940 (``Act'').

-----------------------------------------------------------------------

SUMMARY:  Applicants have received a temporary order (the ``Temporary 
Order'') exempting them from section 9(a) of the Act, with respect to a 
guilty plea entered April 23, 2015, by DB Group Services (UK) Ltd. (the 
``Settling Firm'') in the U.S. District Court for the District of 
Connecticut (the ``District Court'') in connection with a plea 
agreement between the Settling Firm and the U.S. Department of Justice 
(``DOJ''), until the Commission takes final action on an application 
for a permanent order. Applicants have also requested a permanent order 
(the ``Permanent Order,'' and with the Temporary Order, the 
``Orders'').

Applicants:  Deutsche Investment Management Americas, Inc. (``DIMA''), 
Deutsche Asset & Wealth Management International GmbH (``DeAWMI''), 
Deutsche Investments Australia Limited (``DIAL''), RREEF America L.L.C. 
(``RREEF''), Deutsche Alternative Asset Management (Global) Limited 
(``DAAM Global''), DBX Advisors LLC (``DBX Advisors''), DBX Strategic 
Advisors LLC (``DBX Strategic Advisors''), DeAWM Distributors, Inc. 
(``DDI''), Harvest Global Investments Limited (``Harvest'') (each, a 
``Fund Servicing Applicant''); and the Settling Firm (with the Fund 
Servicing Applicants, the ``Applicants''), and Deutsche Bank AG (``DB 
AG'').

Filing Date:  The application was filed on April 23, 2015.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on May 18, 2015, and should be accompanied by proof of service on 
applicants, in the form of an affidavit or, for lawyers, a certificate 
of service. Pursuant to rule 0-5 under the Act, hearing requests should 
state the nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by writing to the Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090; Applicants: DB AG, Taunusanlage 
12, 60325 Frankfurt am Main, Germany; DIMA, DBX Advisors, and DBX 
Strategic Advisors, 345 Park Avenue, New York, NY 10154; DeAWMI, 
Mainzer Landstrasse 178-190, Frankfurt am Main, 60327, Germany; DIAL, 
Deutsche Bank Place, Level 16, CNR Hunter and Phillip Streets, Sydney, 
NSW 2000, Australia; RREEF and DDI, 222 South Riverside Plaza, Chicago, 
IL 60606; DAAM Global, Winchester House, 1 Great Winchester Street, 
London, United Kingdom EC2N 2DB; Harvest, 31/F One Exchange Square, 8 
Connaught Place, Central Hong Kong, Hong Kong; and the Settling Firm, 
23 Great Winchester Street, London, EC2P 2AX, United Kingdom.

FOR FURTHER INFORMATION CONTACT: David J. Marcinkus, Senior Counsel, at 
202-551-6882 or David P. Bartels, Branch Chief, at 202-551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a temporary order and 
summary of the application. The complete application may be obtained 
via the Commission's Web site by searching for the file number, or for 
an applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. DB AG, a stock corporation under the laws of Germany, is a 
financial services firm. Each of the Applicants, except Harvest, is 
either a direct or indirect wholly-owned subsidiary of DB AG. DIMA, a 
corporation organized under the laws of Delaware, is an investment 
adviser registered under the Investment Advisers Act of 1940 (the 
``Advisers Act''). DeAWMI, a corporation organized under the laws of 
Germany, is an investment adviser registered under the Advisers Act. 
DIAL, a corporation organized under the laws of Australia, is an 
investment adviser registered under the Advisers Act. RREEF, a Delaware 
limited liability company, is an investment adviser registered under 
the Advisers Act. DAAM Global, a UK limited company, is an investment 
adviser registered under the Advisers Act. DBX Advisors, a Delaware 
limited liability company, is an investment adviser registered under 
the Advisers Act. DBX Strategic Advisors, a Delaware limited liability 
company, is an investment adviser registered under the Advisers Act. 
DDI, a corporation organized under the laws of Delaware, is a broker-
dealer registered under the Securities Exchange Act of 1934. Harvest, a 
Hong Kong limited company by shares, is the wholly owned subsidiary of 
a joint venture in which DB AG has an indirect minority interest.
    2. The Settling Firm, a UK limited company, is an indirect wholly 
owned subsidiary of DB AG. The Settling Firm employs London-based 
employees across DB AG's businesses. Applicants state that the Settling 
Firm is a service company that does not serve as an investment adviser, 
principal underwriter, or depositor for any Fund (defined below). 
Applicants represent that the Settling Firm does not engage, has not 
engaged, and will not engage in Fund Servicing Activities (defined 
below).
    3. Each of the Fund Servicing Applicants serves either as 
investment adviser (as defined in section 2(a)(20) of the Act) to 
investment companies registered under the Act or series of such 
companies (``Funds'') or as principal underwriter (as defined in 
section 2(a)(29) of the Act) to open-end management investment 
companies registered under the Act (``Open-End Funds''). While the 
Settling Firm does not serve, and no existing company of which the 
Settling Firm is an ``affiliated person'' within the meaning of section 
2(a)(3) of the Act (``Affiliated Person''), other than the Fund 
Servicing Applicants, currently serves as an investment adviser or 
depositor of any Fund or employees' securities company (``ESC'') or 
investment company that has elected to be treated as a business 
development company under the Act, or principal underwriter for any 
Open-End Fund, unit investment trust registered under the Act, or face-
amount certificate company registered under the Act (such activities, 
collectively, (``Fund Servicing Activities''), Applicants request that 
any relief granted also apply to any existing company of which the 
Settling Firm is an Affiliated Person and to any other company of which 
the Settling Firm may become an Affiliated Person in the future 
(together with the Fund Servicing Applicants, the ``Covered Persons'').
    4. On April 23, 2015, the DOJ filed a one-count criminal 
information (the ``Information'') in the District Court charging the 
Settling Firm with one count of wire fraud, in violation of Title 18, 
United States Code, Section 1343.\1\ The Information charges that 
between approximately 2003 and at least 2010 the Settling Firm engaged 
in a scheme to defraud counterparties to interest rate derivatives 
trades executed on its behalf by manipulating certain benchmark 
interest rates to which the profitability of those trades was tied. The 
Information charges that, in furtherance

[[Page 23828]]

of this scheme, on or about July 20, 2006, the Settling Firm 
transmitted, or caused the transmission of (i) an electronic chat 
between a submitter for the London Interbank Offered Rate for U.S. 
Dollar (``USD LIBOR'') employed by the Settling Firm and a derivatives 
trader employed by Deutsche Bank AG who was located in the United 
States at the time of the chat, (ii) a subsequent USD LIBOR submission 
from the Settling Firm to Thomson Reuters and (iii) a subsequent 
publication of a USD LIBOR rate through international and interstate 
wires.
---------------------------------------------------------------------------

    \1\ Information, United States v. DB Group (UK) Ltd., No. 3:15-
cr-62 (D. Conn.).
---------------------------------------------------------------------------

    5. Pursuant to a plea agreement (the ``Plea Agreement''), the 
Settling Firm entered a plea of guilty in the District Court. In the 
Plea Agreement, the Settling Firm agreed to, among other things, a 
monetary fine and to full cooperation with law enforcement. On April 
23, 2015, the District Court entered a judgment against the Settling 
Firm (the ``Judgment'').
    6. In addition to the Plea Agreement, DOJ also filed a two-count 
criminal information (the ``DB AG Information'') in the District Court 
charging DB AG with one count of wire fraud and one count of price-
fixing. The DB AG Information charges that, between 2003 and 2010, DB 
AG engaged in a scheme to defraud counterparties to interest rate 
derivatives trades executed on its behalf by manipulating certain 
benchmark interest rates to which the profitability of those trades was 
tied. In connection with the DB AG Information, DB AG entered into a 
deferred prosecution agreement with DOJ on April 23, 2015 (the 
``Deferred Prosecution Agreement''). In the Deferred Prosecution 
Agreement, DB AG agrees, among other things, to (i) full cooperation 
with law enforcement, (ii) installation of an independent compliance 
monitor, (iii) strengthening its internal controls as recommended by 
the monitor and as required by certain other U.S. and non-U.S. 
regulatory agencies that have addressed the relevant misconduct, and 
(iv) payment of a monetary fine.
    7. In connection with the same misconduct described above, on April 
23, 2015 the U.S. Commodity Futures Trading Commission entered an order 
(the ``CFTC Order'') on consent, finding that DB AG made false reports 
regarding, attempted to manipulate, and in some cases successfully 
manipulated, certain benchmark interest rates. The CFTC Order requires 
DB AG to cease and desist from certain violations of the Commodity 
Exchange Act, to pay a monetary fine, and to agree to certain remedial 
undertakings.
    8. In connection with the same misconduct described above, on April 
23, 2015, the U.K. Financial Conduct Authority entered a final notice 
(the ``FCA Final Notice'') finding that DB AG violated Principles 3, 5 
and 11 of the FCA's Principles for Business and imposing a monetary 
fine.
    9. On April 23, 2015, the New York State Department of Financial 
Services entered a consent order against DB AG (the ``DFS Order'') 
relating to the same misconduct described above and imposing a civil 
monetary fine and certain undertakings, including engaging an 
independent compliance monitor.
    10. In response to the misconduct described above, Applicants 
represent that they have engaged in various remedial measures. 
Applicants state that this has included implementing a ``three lines of 
defense'' model for benchmark submissions. According to Applicants, 
this restructuring involved segregating benchmark submission activities 
from other bank activities to reduce conflicts, creating an independent 
control group that monitors benchmark submissions and engaging in 
regular internal and external audits. Applicants state that DB AG has 
also formed a governance body to oversee these lines of defense and 
resolve material issues. Applicants further state that they have 
adopted specific standards, guidelines, policies and training for 
benchmark submissions, which did not exist during the period of 
misconduct. Applicants assert that they have been careful to ensure 
that the new control framework meets the requirements of regulatory 
undertakings required in previously announced settlements concerning 
similar misconduct.

Applicants' Legal Analysis

    1. Section 9(a)(1) of the Act provides, in pertinent part, that a 
person may not serve or act as an investment adviser or depositor of 
any registered investment company or a principal underwriter for any 
registered open-end investment company or registered unit investment 
trust, if such person within ten years has been convicted of any felony 
or misdemeanor arising out of such person's conduct, as, among other 
things, an investment adviser, a broker or dealer, or a bank. Section 
2(a)(10) of the Act defines the term ``convicted'' to include a plea of 
guilty. Section 9(a)(3) of the Act extends the prohibitions of section 
9(a)(1) to a company any affiliated person of which has been 
disqualified under the provisions of section 9(a)(1). Section 2(a)(3) 
of the Act defines ``affiliated person'' to include, among others, any 
person directly or indirectly controlling, controlled by, or under 
common control with, the other person. Applicants state that the 
Settling Firm is an Affiliated Person of each of the other Applicants 
within the meaning of section 2(a)(3). Applicants state that the guilty 
plea would, upon entry of the Judgment, result in a disqualification of 
each Applicant for ten years under section 9(a) of the Act because the 
Settling Firm would become the subject of a conviction described in 
section 9(a)(1).
    2. Section 9(c) of the Act provides that the Commission shall grant 
an application for exemption from the disqualification provisions of 
section 9(a) if it is established that these provisions, as applied to 
Applicants, are unduly or disproportionately severe or that the 
Applicants' conduct has been such as not to make it against the public 
interest or the protection of investors to grant the exemption. 
Applicants have filed an application pursuant to section 9(c) seeking 
temporary and permanent orders exempting the Applicants and other 
Covered Persons from the disqualification provisions of section 9(a) of 
the Act. The Fund Servicing Applicants and other Covered Persons (but 
not the Settling Firm) may, if the relief is granted, in the future act 
in any of the capacities contemplated by section 9(a) of the Act 
subject to the conditions of the Temporary Order and the Permanent 
Order.
    3. Applicants believe they meet the standard for exemption 
specified in section 9(c) of the Act. Applicants state that the 
prohibitions of section 9(a) as applied to them would be unduly and 
disproportionately severe and that the conduct of the Fund Servicing 
Applicants has been such as not to make it against the public interest 
or the protection of investors to grant the exemption from section 
9(a).
    4. Applicants assert that the conduct underlying the Plea Agreement 
(the ``Conduct'') did not involve any of Applicants acting as an 
investment adviser or depositor of any Fund, ESC or business 
development company or principal underwriter for any Open-End Fund, 
unit investment trust registered under the Act, or face amount 
certificate company registered under the Act. Applicants state that the 
Conduct similarly did not involve any Fund, ESC or business development 
company with respect to which Applicants engaged in Fund Servicing 
Activities.
    5. Applicants further represent that (a) none of the current or 
former directors, officers or employees of the Fund Servicing 
Applicants had any knowledge of, or had any involvement in, the 
Conduct; (b) except as discussed

[[Page 23829]]

below, no current or former employee of the Settling Firm or of any 
Covered Person who previously has been or who subsequently may be 
identified by the Settling Firm, DB AG or any U.S. or non-U.S. 
regulatory or enforcement agencies as having been responsible for the 
Conduct will be an officer, director, or employee of any Applicant or 
of any other Covered Person; (iii) no employee of the Settling Firm or 
of any Covered Person who was involved in the Conduct had any, or will 
have any future, involvement in the Covered Persons' activities in any 
capacity described in section 9(a) of the Act; and (iv) because the 
personnel of the Fund Serving Applicants did not have any involvement 
in the Conduct, shareholders of the Funds were not affected any 
differently than if the Funds had received services from any other non-
affiliated investment adviser or principal underwriter.
    6. Applicants represent that they have taken all possible steps, 
consistent with German and other relevant foreign employment law, to 
terminate the employment of all individuals responsible for the 
Conduct. However, as a consequence of proceedings under German labor 
law, four individuals who were identified as being responsible for the 
Conduct and were terminated are currently employed in non-risk-taking 
positions. Applicants state that DB AG has entered into court-mediated 
settlements with these individuals. Pursuant to the settlements, the 
two more senior employees will remain on paid leave through the end of 
2015 and then will have no association with DB AG. Applicants represent 
that, although the two more junior employees have returned to DB AG, 
these employees (a) will not serve in risk-taking roles or the roles in 
which they served during the Conduct; (b) will not be employed by the 
Covered Persons relying on the relief or otherwise involved in the Fund 
Servicing Activities; and (c) will not be in a compliance monitoring 
role or have any influence over policy-making concerning the Fund 
Servicing Activities. DB AG states that it will take action to 
terminate any additional employee who is determined to have been 
responsible for the Conduct.
    7. Except as discussed above, Applicants have agreed that neither 
they nor any of the other Covered Persons will employ any of the 
current or former employees of the Settling Firm or any Covered Person 
who previously have been or who subsequently may be identified by the 
Settling Firm, DB AG or any U.S. or non-U.S. regulatory or enforcement 
agencies as having been responsible for the Conduct in any capacity 
without first making a further application to the Commission pursuant 
to section 9(c). Applicants also have agreed that each Applicant (and 
any Covered Person that acts in any capacity described in section 9(a) 
of the Act) will adopt and implement policies and procedures reasonably 
designed to ensure compliance with the terms and conditions of the 
order granted under section 9(c). In addition, the Settling Firm has 
agreed to comply in all material respects with the material terms and 
conditions of the Plea Agreement, and DB AG has agreed to comply in all 
material respects with the material terms and conditions of the 
Deferred Prosecution Agreement, CFTC Order, FCA Final Notice and DFS 
Order.
    8. Applicants state that (a) inability of the Fund Servicing 
Applicants to continue providing investment advisory services to Funds 
would result in the Funds and their shareholders facing potential 
hardship and (b) the inability of DDI to continue to serve as principal 
underwriters to the Open-End Funds would similarly result in potential 
hardship to the Open-End Funds and their shareholders. Applicants 
represent that they will distribute to the board of trustees/directors 
of the Funds (the ``Boards'') written materials describing the 
circumstances that led to the Plea Agreement, any impact on the Funds, 
and the application. The written materials will include an offer to 
discuss the materials at an in-person meeting with each Board for which 
Applicants provide Fund Servicing Activities, including the directors 
who are not ``interested persons'' of the Fund as defined in section 
2(a)(19) of the Act, and their independent legal counsel as defined in 
rule 0-1(a)(6) under the Act. Applicants state that they will provide 
the Boards with the information concerning the Plea Agreement and the 
application that is necessary for those Funds to fulfill their 
disclosure and other obligations under the federal securities laws and 
will provide them a copy of the Judgment as entered by the District 
Court.
    9. Applicants state that if the Fund Servicing Applicants were 
barred under section 9(a) of the Act from engaging in Fund Servicing 
Activities and were unable to obtain the requested exemption, the 
effect on their businesses and employees would be severe because they 
have committed substantial resources to establishing an expertise in 
the provision of Fund Servicing Activities. Applicants further state 
that prohibiting them from providing Fund Servicing Activities would 
not only adversely affect their business, but would also adversely 
affect their employees who are involved in those activities.
    10. Applicants argue that section 9(a) should not operate to bar 
them from serving the Funds and their shareholders in the absence of 
improper activities relating to their Fund Servicing Activities. 
Applicants state that the section 9(a) disqualification would disrupt 
the operations of the Funds as they sought to engage new advisers and 
distributors. Applicants assert that these effects would be unduly 
severe and disproportionately harsh given the Fund Servicing 
Applicants' lack of involvement in the Conduct. Moreover, Applicants 
state that the Settling Firm and DB AG have taken remedial actions to 
address the Conduct, as outlined in the application. Applicants also 
assert that the Conduct did not constitute conduct that would make it 
against the public interest or protection of investors to issue the 
Orders.
    11. Applicants state that certain of the Applicants and their 
affiliates have received exemptive orders under section 9(c), as 
described in greater detail in the application.

Applicants' Conditions

    Applicants agree that any order granted by the Commission pursuant 
to the application will be subject to the following conditions:
    1. Any temporary exemption granted pursuant to the application 
shall be without prejudice to, and shall not limit the Commission's 
rights in any manner with respect to, any Commission investigation of, 
or administrative proceedings involving or against, Covered Persons, 
including, without limitation, the consideration by the Commission of a 
permanent exemption from Section 9(a) of the Act requested pursuant to 
the application or the revocation or removal of any temporary 
exemptions granted under the Act in connection with the application.
    2. Except as set out in Section IV.E of the application, neither 
the Applicants nor any of the other Covered Persons will employ any of 
the current or former employees of the Settling Firm or any Covered 
Person who previously has been or who subsequently may be identified by 
the Settling Firm, DB AG, or any U.S. or non-U.S. regulatory or 
enforcement agency as having been responsible for the Conduct, without 
first making a further application to the Commission pursuant to 
section 9(c).
    3. Each Applicant and Covered Person will adopt and implement 
policies and procedures reasonably designed to ensure that it will 
comply with the terms and conditions of the Orders

[[Page 23830]]

within 60 days of the date of the Permanent Order or, with respect to 
condition 4, such later date as may be contemplated by the Plea 
Agreement, the Deferred Prosecution Agreement, the CFTC Order, the FCA 
Final Notice, and the DFS Order.
    4. The Settling Firm will comply in all material respects with the 
material terms and conditions of the Plea Agreement, and DB AG will 
comply in all material respects with the material terms and 
undertakings of the Deferred Prosecution Agreement, the CFTC Order, the 
FCA Final Notice, and the DFS Order.
    5. Applicants will provide written notification to the Chief 
Counsel of the Commission's Division of Investment Management with a 
copy to the Chief Counsel of the Commission's Division of Enforcement 
of a material violation of the terms and conditions of the Orders 
within 30 days of discovery of the material violation.

Temporary Order

    The Commission has considered the matter and finds that Applicants 
have made the necessary showing to justify granting a temporary 
exemption.
    Accordingly,
    It is hereby ordered, pursuant to section 9(c) of the Act, that 
Applicants and any other Covered Persons are granted a temporary 
exemption from the provisions of section 9(a), solely with respect to 
the Judgment, subject to the representations and conditions in the 
application, from April 23, 2015, until the date the Commission takes 
final action on their application for a permanent order.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2015-09965 Filed 4-28-15; 8:45 am]
 BILLING CODE 8011-01-P
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