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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12g3-2(b)

April 9, 2013

Response of the Office of International Corporate Finance
Division of Corporation Finance


Deutsche Bank Trust Company Americas (“DBTCA”)
Incoming letter dated March 29, 2013

Based on the facts presented, the Division will not recommend enforcement action to the Commission if DBTCA includes within its DB Global Direct Investor Services Program (“DB Plan”), and permits DB Plan participants to invest in, American Depositary Receipts (“ADRs”) sponsored by foreign private issuers that are exempt from the registration requirements of the Securities Exchange Act of 1934 pursuant to Exchange Act Rule 12g3-2(b), as described in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. This response expresses the Division's position on enforcement action only and does not express a legal position on the question presented.


Elliot Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 04/09/2013