EFTA01376695.pdf

1. INSTRUCTIONS Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Prink Act") has created a coMpreherisive new regulatory regime IM derivative products and derivative market participants that. takes the form of amendments to the Commodity Exchange Act ("CEA, and new rules enacted by the Commodity Futures Trading Commission ("CYTC").with respect to "swaps" (a term that is, defined, vet), broadly•in the CEA). As a result of these new laws and rules, Deutsche Bank AG ("DB") haaregisterr.d with the crrc as a swap dealer in respect of its swaps business with US persons. Tice CFA and CFTC Regulations. Impose a number of new regulatory requirements on swap dealers, including an obligatioti to observe certain conduct standards in its swap business with US counterparties and clients. The CFTC has also made certain Swaps subject to mandatory clearing (subject to certain exemptions). In order to fulfill these obligations and to enable DB to continue to enter into swaps with its client's, DB needs (I) to obtain certain information,. representations and agreements from each client,. and (2) to provide each client with certain disclosures and notices. DB is also subject tocertainCotnpliance obligations under Regulation (EU) No 64812012 of the European Parliament and bf the Connell on OTC detivatives, central Counterparties and trade depositories dated 4 July 2012 ("EMIR"). This Swaps Protocol is the means by which DB intends to meet the various compliance requirements applicable to it arising under the Dodd,Frank Act and EMIR_ This form may not be used by Counterpany that isa Swap Dealer or i Major Swap Participant: If you area Swap Dealer or A Major Swap Participant, pleats contact DB to discuss completion of the.relevant ISDA Dodd-Trank and EMIR Protocols: DB accordingly requests that You please completethe enclosed Swaps Protocol.as follows: • Part A (Reporting Consent and US'Person Certification) must be cortmleted by all clients. • Part B (Swap Trading Addendum), including the Swap Addendum Annex,. must be completed only by those clients that indicated that they arc US persons in Part A. In other words, if you've not a US person, do not complete Part3. • Part C (Provisions for Non-US Person Counierpanies) must be completed Sy by those clients that indicated that they are pot Via in Part A. In other words, if you area US person, do not complete Pant • The Swap Agent .Statement must be completed by any client that is a US person and that has: swaps executed by a Swap Agent. • The ECP Questionnaire for Guarantors must be completed' by each person that guarantees the swaps of any clientthat is a US person. A client that is a US person may also belt:quire:Ito cbmplete the End-User Self-Certification as a ronditionpreeedem of relying on the End-User Exception from mandatory clearing reqUiretnents. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0073047 CONFIDENTIAL SDNY_GM_00219231 EFTA01376695