Summary of Principle of Managing Conflicts of Interest

Show content of Deutsche Securities Inc.

December 1, 2009
Deutsche Securities Inc.

1. Purpose

In connection with the diversification of services provided by financial institutions and the development of global financial conglomeratization, multiple interests compete or conflict with each other within a financial institution or financial group increasing the possibility of conflicts of interests. Under such circumstances, in order to prevent the interests of our customers being unjustly impaired, Deutsche Bank AG, Tokyo Branch, Deutsche Securities Inc. and DWS Investments Japan Limited, which are group companies of Deutsche Bank AG in Japan, have established a Principle of Managing Conflicts of Interest ("Principle”) which is required in the creation of the conflict of interest management system under applicable laws, etc.


2. Definition

"Covered Group Company" means Deutsche Bank AG, Tokyo Branch, Deutsche Securities Inc. and DWS Investments Japan Limited, which are group companies of Deutsche Bank AG in Japan.

"Deutsche Bank Group Company" means Deutsche Bank AG and parent financial institutions, etc., or subsidiary financial institutions, etc., of Deutsche Bank AG.

"Parent Financial Institution, etc." means such parent company, etc. of Deutsche Bank AG, such subsidiary company of any Parent Company, etc. of Deutsche Bank AG, such Affiliated Company, etc. of any Parent Company, etc. of Deutsche Bank AG, or such Subsidiary Company, etc. or Affiliated Company, etc. of any Specific Individual Shareholder of the Company, as is a Financial Instruments Business Operator, a bank, an insurance company (including any foreign insurance company, etc.), or a person who engages in Financial Instruments Business, banking business or insurance business in any foreign country in accordance with any foreign law or regulation.

"Subsidiary Financial Institution, etc." means such subsidiary company, etc. or Affiliated Company, etc. of Deutsche Bank AG, as is a Financial Instruments Business Operator, a bank, an insurance company (including any foreign insurance company, etc.), or a person who engages in Financial Instruments Business, banking business or insurance business in any foreign country in accordance with any foreign law or regulation.

"Customer" means, in relation to the Financial Instruments Related Business or the Bank Related Business conducted by the Covered Group Company, any customer (I) who has already established business relations, or any customer (II) who may establish business relations, both of which include any customer of Deutsche Bank Group Company except for the Covered Group Company that conducts business in Japan.

"Bank Related Business" means any Banking Business that is conducted by any bank pursuant to Article 10, Paragraph 1, Paragraph 2, Article 11 and Article 12, etc, of the Banking Law. (Deposit, Loan, Currency business, etc).

"Financial Instruments Related Business" means (I) any Registered Financial Institution Business and (II) (i) any Financial Instruments Business and (ii) such Business Incidental to Financial Instruments Business, as provided for in Article 35, Paragraph 1 of the Financial Instruments and Exchange Act.

"Covered Transaction” means "Transactions that may cause conflicts of interests," which are covered by this Principle, and such transactions conducted by a Deutsche Bank Group Company that may unjustly impair the interests of Customers.


3. Types of Transactions That May Cause Conflicts of Interests

Conflicts of interest may occur (I) between a Deutsche Bank Group Company and/or any Deutsche Bank Group Company and their Customers, or (II) between the Customers of a Deutsche Bank Group Company and/or any Deutsche Bank Group Company and other Customers.

The following transactions may be considered as types of "Transactions that may cause conflicts of interests” (please refer to the attached “Example of a Typical Transaction”). However, the satisfaction of any such criteria may not necessarily constitute the occurrence of a "transaction that may cause a conflict of interest". Some additions or modifications may be made in the future as may be necessary:

(1)　If the transactions cause any conflicts of interests between a Customer and a Deutsche Bank Group Company;
(2)　If transactions cause any conflicts of interests between a Customer and another Customer of a Deutsche Bank Group Company;
(3)　If a Customer and a Deutsche Bank Group Company compete for an identical target;
(4)　If a Customer and another Customer of a Deutsche Bank Group Company compete with each other;
(5)　If a Deutsche Bank Group Company, any officer or employee of a Deutsche Bank Group Company or another Customer of a Deutsche Bank Group Company receive benefits from information which a Deutsche Bank Group, etc. obtains via the relationship with the Customer.


In addition, upon determining whether any conflict of interest has occurred, the Covered Group Company will consider whether there is any impact upon the reputation of Deutsche Bank Group Company. Also, this will not cover any acts other than those that constitute "transactions that may cause conflicts of interests" notwithstanding that such acts are prohibited under the Banking Law, the Financial Instruments and Exchange Act, or any other laws or regulations.

4. Scope of the Companies Covered by Conflict of Interest Management

Deutsche Bank Group Companies

5. Method of Managing Transactions That May Cause Conflicts of Interests

If a Covered Group Company identifies any transaction that may cause a conflict of interest, the Covered Group Company will properly secure the protection of Customers by selecting from any of, or combining, the following methods and any other methods (the following methods are only examples, and need not be adopted):

(1)　The method of separating the department conducting the Covered Transaction, and the department conducting the transaction with such Customer (including establishment of information barriers between the departments dealing with Deutsche Bank Group Companies);
(2)　The method of amending the conditions or method of the Covered Transaction or the transaction with such Customer;
(3)　The method of discontinuing the Covered Transaction or the transaction with the Customer;
(4)　The method of properly disclosing to the Customer the possibility that the interests of such Customer may be unjustly impaired in connection with the Covered Transaction (however, such disclosure shall be made to our Customers, only if such disclosure does not violate the duty of confidentiality assumed by the Deutsche Bank Group Company);
(5)　The method of management by monitoring those who will share information or those with a possibility of sharing information;
(6)　Other methods.

6. Conflict of Interest Management System

The Compliance Department of the Covered Group Company will be the Conflict of Interest Control Department which will be independent from the Front Office, and the Manager of the Compliance Department will serve as the Chief Conflict of Interest Control Manager. The Conflict of Interest Control Department will control the management system regarding the identification of transactions that may cause conflicts of interests and the management of conflicts of interests.

Established: June 1, 2009
Revised:December 1, 2009

Example of a typical transaction

Show content of Deutsche Bank AG, Tokyo Branch

December 1, 2009
Deutsche Bank AG, Tokyo Branch

1. Purpose

In connection with the diversification of services provided by financial institutions and the development of global financial conglomeratization, multiple interests compete or conflict with each other within a financial institution or financial group increasing the possibility of conflicts of interests. Under such circumstances, in order to prevent the interests of our customers being unjustly impaired, Deutsche Bank AG, Tokyo Branch, Deutsche Securities Inc. and DWS Investments Japan Limited, which are group companies of Deutsche Bank AG in Japan, have established a Principle of Managing Conflicts of Interest ("Principle”) which is required in the creation of the conflict of interest management system under applicable laws, etc.


2. Definition

"Covered Group Company" means Deutsche Bank AG, Tokyo Branch, Deutsche Securities Inc. and DWS Investments Japan Limited, which are group companies of Deutsche Bank AG in Japan.

"Deutsche Bank Group Company" means Deutsche Bank AG and parent financial institutions, etc., or subsidiary financial institutions, etc., of Deutsche Bank AG.

"Parent Financial Institution, etc." means such parent company, etc. of Deutsche Bank AG, such subsidiary company of any Parent Company, etc. of Deutsche Bank AG, such Affiliated Company, etc. of any Parent Company, etc. of Deutsche Bank AG, or such Subsidiary Company, etc. or Affiliated Company, etc. of any Specific Individual Shareholder of the Company, as is a Financial Instruments Business Operator, a bank, an insurance company (including any foreign insurance company, etc.), or a person who engages in Financial Instruments Business, banking business or insurance business in any foreign country in accordance with any foreign law or regulation.

"Subsidiary Financial Institution, etc." means such subsidiary company, etc. or Affiliated Company, etc. of Deutsche Bank AG, as is a Financial Instruments Business Operator, a bank, an insurance company (including any foreign insurance company, etc.), or a person who engages in Financial Instruments Business, banking business or insurance business in any foreign country in accordance with any foreign law or regulation.

"Customer" means, in relation to the Financial Instruments Related Business or the Bank Related Business conducted by the Covered Group Company, any customer (I) who has already established business relations, or any customer (II) who may establish business relations, both of which include any customer of Deutsche Bank Group Company except for the Covered Group Company that conducts business in Japan.

"Bank Related Business" means any Banking Business that is conducted by any bank pursuant to Article 10, Paragraph 1, Paragraph 2, Article 11 and Article 12, etc, of the Banking Law. (Deposit, Loan, Currency business, etc).

"Financial Instruments Related Business" means (I) any Registered Financial Institution Business and (II) (i) any Financial Instruments Business and (ii) such Business Incidental to Financial Instruments Business, as provided for in Article 35, Paragraph 1 of the Financial Instruments and Exchange Act.

"Covered Transaction” means "Transactions that may cause conflicts of interests," which are covered by this Principle, and such transactions conducted by a Deutsche Bank Group Company that may unjustly impair the interests of Customers.


3. Types of Transactions That May Cause Conflicts of Interests

Conflicts of interest may occur (I) between a Deutsche Bank Group Company and/or any Deutsche Bank Group Company and their Customers, or (II) between the Customers of a Deutsche Bank Group Company and/or any Deutsche Bank Group Company and other Customers.

The following transactions may be considered as types of "Transactions that may cause conflicts of interests” (please refer to the attached “Example of a Typical Transaction”). However, the satisfaction of any such criteria may not necessarily constitute the occurrence of a "transaction that may cause a conflict of interest". Some additions or modifications may be made in the future as may be necessary:

(1)　If the transactions cause any conflicts of interests between a Customer and a Deutsche Bank Group Company;
(2)　If transactions cause any conflicts of interests between a Customer and another Customer of a Deutsche Bank Group Company;
(3)　If a Customer and a Deutsche Bank Group Company compete for an identical target;
(4)　If a Customer and another Customer of a Deutsche Bank Group Company compete with each other;
(5)　If a Deutsche Bank Group Company, any officer or employee of a Deutsche Bank Group Company or another Customer of a Deutsche Bank Group Company receive benefits from information which a Deutsche Bank Group, etc. obtains via the relationship with the Customer.


In addition, upon determining whether any conflict of interest has occurred, the Covered Group Company will consider whether there is any impact upon the reputation of Deutsche Bank Group Company. Also, this will not cover any acts other than those that constitute "transactions that may cause conflicts of interests" notwithstanding that such acts are prohibited under the Banking Law, the Financial Instruments and Exchange Act, or any other laws or regulations.

4. Scope of the Companies Covered by Conflict of Interest Management

Deutsche Bank Group Companies

5. Method of Managing Transactions That May Cause Conflicts of Interests

If a Covered Group Company identifies any transaction that may cause a conflict of interest, the Covered Group Company will properly secure the protection of Customers by selecting from any of, or combining, the following methods and any other methods (the following methods are only examples, and need not be adopted):

(1)　The method of separating the department conducting the Covered Transaction, and the department conducting the transaction with such Customer (including establishment of information barriers between the departments dealing with Deutsche Bank Group Companies);
(2)　The method of amending the conditions or method of the Covered Transaction or the transaction with such Customer;
(3)　The method of discontinuing the Covered Transaction or the transaction with the Customer;
(4)　The method of properly disclosing to the Customer the possibility that the interests of such Customer may be unjustly impaired in connection with the Covered Transaction (however, such disclosure shall be made to our Customers, only if such disclosure does not violate the duty of confidentiality assumed by the Deutsche Bank Group Company);
(5)　The method of management by monitoring those who will share information or those with a possibility of sharing information;
(6)　Other methods.

6. Conflict of Interest Management System

The Compliance Department of the Covered Group Company will be the Conflict of Interest Control Department which will be independent from the Front Office, and the Manager of the Compliance Department will serve as the Chief Conflict of Interest Control Manager. The Conflict of Interest Control Department will control the management system regarding the identification of transactions that may cause conflicts of interests and the management of conflicts of interests.

Established: June 1, 2009
Revised:December 1, 2009

Example of a Typical Transaction

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