DEUTSCHE BANK AG

April 20, 2009

Deutsche Bank AG The Insider Trading Policy

To: Josef Ackermann From: Deepak Moorjani

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

Personal and Condential

Josef Ackermann Deutsche Bank AG Theodor-Heuss-Allee 70 Frankfurt 60262 Germany Herr Josef: I hope this note nds you well. One of our colleagues (Employee X) recently admitted to at least one count of conspiracy to commit securities fraud. On multiple occasions, Employee X admits that our internal policy stipulates the violation of criminal laws; our business unit (Commercial Real Estate) will only conduct proprietary trades of publiclytraded equity securities with the possession of material, non-public information. These are not allegations by me, but public admissions by him. This confession was initially made in a signed afdavit dated March 16, 2009. In his capacity as the CRE business units ofcial representative to the court, Employee X states that insider trading is the internal policy for proprietary trading, and investment proposals which do not include material, non-public information are considered incomplete. On April 17, 2009, Employee X reafrmed this conspiracy in his testimony, under penalty of perjury. This indicates premeditated behavior, not an accidental oversight. This may seem like a mistake or a careless error on two separate occasions, but Employee Xs signed afdavit was likely co-written and revised by a number of internal legal staff in New York, Sydney and Tokyo. It was also likely co-written and revised by compliance personnel in Singapore and Tokyo. This signed afdavit would have been reviewed and translated from American into Japanese by the two external law rms hired to implement the cover-up.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

While this testimony was made in Tokyo District Court, Employee X is an American who is employed by DBSI: Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. DSBI is "a U.S. SEC-registered broker dealer and a member of, and regulated by, the New York Stock Exchange." DBSI is also a primary dealer of the Federal Reserve Bank of New York. Further, Employee X testied that this was not a one-time subversion of criminal laws and explicitly implicated his colleagues in the New York ofce. He stated that the insider trading policy was developed and used by his colleagues in the New York ofce, the headquarters of the mortgage-securitization business. At a minimum, this would specically implicate Jon Vaccaro and Justin Kennedy. As insiders, our rm typically prefers competing with an informational advantage, and this abuse of power seems to be permitted behavior in the securitization market. This policy of acting mala de has been explicitly stated for several years: We need to secure capital market opportunities where we can take advantage of knowledge on properties we underwrite at the time of nancing. You must already be aware of the signed afdavit and the court testimony, given managements explicit threats and its initiation of multiple lawsuits against an employee in order to suppress disclosure. Nonetheless, this formal report to you is required by my duciary duty to the rm. Insider trading in the US and in Japan is theoretically punishable by criminal law, if and when enforced.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

Mysteriously, this prohibition seems infrequently enforced against cartel members. When it is enforced - as the May 28, 2008 episode reveals - the penalty is de minimis relative to the expected prots of several million dollars. The ne is simply a cost of doing business, a speeding ticket for the crime of armed robbery. This enables cartel members to act with impunity. As management has demonstrated, cover-ups are quite easy to implement for the primary dealer community, especially with former regulators on the payroll. Still, the present-day automatic amnesty provided to cartel members may not always be the unofcial policy of the establishment. Please be aware of the risks of this behavior, as you may be seen as aiding and abetting this willful misconduct. While internal behavior is often an expression of the desire to have rights without duties, outsiders may begin to reevaluate the unchecked monopoly of management. With best regards,

Deepak

Photos courtesy of ickr users: dustpuppy, Alki1 and World Economic Forum

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

The Insider Trading Admission

The game is rigged. Employee X, in a signed afdavit, details the elaborate internal process for making an investment in publiclytraded equity securities. The CRE internal policy requires material, non-public information to be considered complete. Managements previous attempts to cover-up have re-characterized the investment proposals as (i) generic market analysis and (ii) advisory assignments rather than proprietary trades.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

Implementing the Cover-up

Regulatory capture is fairly inexpensive. Richard Walker formerly served as enforcement director for the S.E.C., where he was also the agency's general counsel and headed its New York regional ofce. ''Dick Walker probably knows more than anyone about U.S. securities law and regulations,'' said Mr. von Heydebreck, Deutsche Bank's board member for legal compliance said in a statement in 2001. ''This knowledge and understanding will be invaluable as Deutsche Bank seeks to complete its U.S. listing and establish itself as a permanent xture with U.S. investors.''

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

Letter to Michael Cohrs

For the rm, the primary issue is the loan book, given the lack of protability on a total return basis. Of course, it is difcult to describe these problems in a letter, given the highly-political environment. The regulatory issues deserved immediate institutional attention, given the upcoming investigation. While our internal policy stipulates the violation of criminal laws, this does not expose the rm to terminal risk. Our balance sheet does.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

The Chinese Wall

Capitalizing on insider information. According to internal documents, the business of loan origination in Commercial Real Estate is an insider role. The sale of the resulting mortgage securities is considered a public function. The explicitly stated goal of the Commercial Real Estate business: "We need to secure capital market opportunities where we can take advantage of knowledge on properties we underwrite at the time of nancing."

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

A Speeding Ticket For Armed Robbery

Non-enforcement seems to be the unofcial policy. The press releases reports describe the insider trading violation in the capital markets division without actually using the term. The depositor bank pays the ne of ~$30,000 while no individual is penalized. The penalty seems low, given the expected prots; this is analogous to issuing a speeding ticket for the crime of armed robbery. The reports also fail to mention the names of the guilty in the capital markets division, managed by Henry Ritchotte, an expat American.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

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A warning letter from internal lawyers. Using the explicit threat of litigation, management is seeking to suppress free speech. This is also an example of a willful intent to deceive the public.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

Greenspan Goes To Germany

The steward of low interest rates joins the rm. Deutsche Bank has secured exclusive access to the Oracle for investment banking advice. Greenspan has an exclusive arrangement with another German rm, Allianz SE, for asset management advice.

Satyagraha

DEUTSCHE BANK AG

April 20, 2009

The Revolving Door: An Example

Order Approving an Application to Become a Bank Holding Company. Deutsche Bank AG (Deutsche Bank), a foreign banking organization subject to the Bank Holding Company Act (BHC Act), has requested the Boards approval under section 3 of the BHC Act (12 U.S.C. 1842) to become a bank holding company by acquiring all the voting shares of Bankers Trust Corporation, New York, New York (BT Corp). Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Meyer, Ferguson, and Gramlich.

Satyagraha

FEDERAL RESERVE SYSTEM Deutsche Bank AG Frankfurt am Main, Germany Order Approving an Application to Become a Bank Holding Company and Notices to Acquire Nonbanking Companies Deutsche Bank AG ( Deutsche Bank), a foreign banking organization subject to the Bank Holding Company Act ( BHC Act), has requested the Boards approval under section 3 of the BHC Act (12 U.S.C. 1842) to become a bank holding company by acquiring all the voting shares of Bankers Trust Corporation, New York, New York ( BT Corp), and its wholly owned subsidiary banks, Bankers Trust Company, New York, New York ( Bankers Trust); Bankers Trust (Delaware), Wilmington, Delaware ( Delaware Bank); and Bankers Trust Florida, N.A., Palm Beach, Florida (Florida Bank).1 Deutsche Bank also has requested the Boards approval under section 4(c)(8) of the BHC Act (12 U.S.C. 1843(c)(8)) and section 225.24 of the Boards Regulation Y (12 C.F.R. 225.24) to acquire the nonbanking subsidiaries of BT Corp and thereby engage worldwide in certain permissible nonbanking activities.2 In addition, Deutsche Bank

Deutsche Bank proposes to acquire BT Corp by merging an indirect, wholly owned acquisition subsidiary with and into BT Corp, with BT Corp as the surviving company. Deutsche Bank also proposes to hold BT Corp through an intermediate holding company in the United States. Because this intermediate company would indirectly control a U.S. bank, it would be a bank holding company for purposes of the BHC Act. The nonbanking activities in which BT Corp engages and for which Deutsche Bank has sought Board approval under section 4 of the BHC Act are listed in the Appendix.
2

To: Herr Josef From: Deepak April 20, 2009

- 30 modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to ensure compliance with, and to prevent evasion of, the provisions of the BHC Act and the Boards regulations and orders issued thereunder. These commitments and conditions are deemed to be conditions imposed in writing by the Board in connection with its findings and decision, and, as such, may be enforced in proceedings under applicable law. Underwriting and dealing in any manner other than as approved in this order and the Section 20 Orders (as modified by the Modification Orders) is not within the scope of the Boards approval and is not authorized for Deutsche Bank. The acquisition of BT Corps subsidiary banks may not be consummated before the fifteenth calendar day after the effective date of this order, and the proposal may not be consummated later than three months after the effective date of this order, unless such period is extended for good cause by the Board or by the Reserve Bank, acting pursuant to delegated authority. By order of the Board of Governors,48 effective May 20, 1999.

____________________________ Robert deV. Frierson Associate Secretary of the Board

48

Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Meyer, Ferguson, and Gramlich.

To: Herr Josef From: Deepak April 20, 2009

4/28/09

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April 1, 2002

Primary Dealer List

Below is a revised list of the primary dealers that report weekly to the Securities Reports Division of the Federal Reserve Bank of New York. The latest list reflects the following change(s): ! Effective March 30, 2002, Deutsche Banc Alex. Brown Inc. changed its name to Deutsche Bank Securities Inc. ! Effective March 31, 2002, Zions First National Bank has withdrawn its name from the list of primary dealers. ! Effective April 1, 2002, Fuji Securities Inc. changed its name to Mizuho Securities USA Inc. ! Effective April 1, 2002, BMO Nesbitt Burns Corp. has withdrawn its name from the list of primary dealers. List of the Primary Government Securities Dealers Reporting to the Securities Reports Division of the Federal Reserve Bank of New York ABN AMRO Incorporated BNP Paribas Securities Corp. Banc of America Securities LLC Banc One Capital Markets, Inc. Barclays Capital Inc. Bear, Stearns & Co., Inc. CIBC World Markets Corp. Credit Suisse First Boston Corporation Daiwa Securities America Inc. Deutsche Bank Securities Inc. Dresdner Kleinwort Wasserstein Securities LLC. Goldman, Sachs & Co. Greenwich Capital Markets, Inc. HSBC Securities (USA) Inc. J. P. Morgan Securities, Inc. Lehman Brothers Inc. Merrill Lynch Government Securities Inc. Mizuho Securities USA Inc. Morgan Stanley & Co. Incorporated Nomura Securities International, Inc. Salomon Smith Barney Inc. UBS Warburg LLC.
NOTE: This list has been compiled and made available for statistical purposes only and has no significance with respect to other relationships between dealers and the Federal Reserve Bank of New York. Qualification for the reporting list is based on the achievement and maintenance of the standards outlined in the Federal Reserve Bank of New York's memorandum of January 22, 1992.

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To: Herr Josef From: Deepak April 20, 2009

1/1

www.ny.frb.org/newsevents/news/markets/2002/an020401.html

12/12/11

Deutsche Bank MBS traders mispricing leads to $30 million loss.

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Deutsche Bank MBS traders mispricing leads to $30 million loss.

Bloomberg | 11/26/02 | Stephen Cohen Posted on Thu Nov 28 2002 01:16:56 GMT+0530 (IST) by greencow

Deutsche Puts Two Mortgage-backed Trades on Leave New York, Nov. 26 (Bloomberg)-- Deutsche Bank AG placed two traders on administrative leave as it investigates mispricing of some of the firm's secondary trading positions of commercial mortgage-backed securities. Deutsche Bank placed Jake Markman and Paul Mashikian on administrative leave while the firm conducts the investigation, according to spokesmen Ted Meyer. The mispricing may result in more than $30 millions in losses, according to the report in Bond Week, which cited an individual with knowledge of the situation. The publication earlier reported that the two traders were placed on leave. Meyer said that the bank doesn't "comment on market speculation as to whether there were losses." He also said, "Any impact on our book would not have a material impact on our earnings." Meyer said no clients lost money as a result of the trading. Markman and Mashikian couldn't be reached for comment.
TOPICS: Business/Economy ; Front Page News KEYWORDS: cmbs; deustchebank ; mispricing

It should be noted that both of these characters report directly to Justin Kennedy, the son of Supreme Court Justice Anthony Kennedy. How is it possible on a trading desk as small as Deutsche Bank's that Justin Kennedy didn't know in advance that there was a problem? They sit next to each other on the trading desk and talk continuosuly, so it is unlikely that the manager would be completely taken by surprise (unless, of course, he wasn't doing his job by failing to supervise). Mashikian is a trader with a reputation for being honest and Markman is a trading assistant, not someone who could misprice the books by over $30 million. A thorough investigation should be performed and the people responsible (including the supervisor) should be held accountable. For a point of reference, Justin Kennedy was hired by Kevin Ingram, the Deutsche Bank mortgage group head that is serving time in Federal prison for allegedly laundering money for Pakistani terrorists during 2001 (but before September 11th). Ingram brought Jesse Jackson into Deutsche Bank when Ingram was fired - allegedly, Ingram received a $10 million settlement.
1 posted on Thu Nov 28 2002 01:16:56 GMT+0530 (IST) by greencow [ Post Reply | Private Reply | View Replies]

To: Herr Josef From: Deepak April 20, 2009

www.freerepublic.com/focus/news/797057/posts

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To: greencow 2 posted on Thu Nov 28 2002 01:26:48 GMT+0530 (IST) by FreeTheHostages [ Post Reply | Private Reply | To 1 | View Replies] To: FreeTheHostages 3 posted on Thu Nov 28 2002 02:11:22 GMT+0530 (IST) by HadEnough [ Post Reply | Private Reply | To 2 | View Replies] To: greencow 4 posted on Thu Nov 28 2002 02:25:50 GMT+0530 (IST) by lelio [ Post Reply | Private Reply | To 1 | View Replies] To: FreeTheHostages

I once had a Deutsche Bank trader butt in front of me at the Philadelphia train station. I know this because when I pointed out politely there was a line, he said that he was a trader for Deutsche Bank, that he made $700,000 a year, that he had *two* cellphones, etc. This seemed to be his argument for why he should not go to the end of the line.! Needless to say a tortured him verbally. I kinda hope it's one of these guys that got fired.

My reply to this wide butt would be to shove BOTH cell phones into his gluteus maximus. Can't imagine the sight when both cells started to ring simulaneously!

When I worked for an IT firm in NYC I was placed at the Deutsche Bank trading floor (it was just a row of computers) at their offices on 6th Ave. I did zippo work as they were trying to complete a merger between "Deutsche Bank" and "West Deutschelands Bank" or something like that. If this was the same area that these two people worked in I can't see how you could keep a secret. Place was wide open, you could hear everything, and no more than 100 people could work there at one time.

I agree that traders can be unbearable. ! There is something wrong with this story. Either it was a failure in hedging that resulted in $30 million in losses or it was intentional inflating of the marks. But if it was a hedging mistake, why did Deutsche Bank squeal on these folks to BondWeek and then have an anonymous internal source say that the mispricing is over $30 million? Doesn't make sense. Apparently, it was overmarking positions for which there were losses.! As the original poster said, how could the person in charge of that area NOT know that the books were inflated? Clearly, the person in charge (apparently Justin Kennedy) should have known about this (or he was not providing any oversight which is just as bad).!
5 posted on Thu Nov 28 2002 02:25:52 GMT+0530 (IST) by TonyS6 [ Post Reply | Private Reply | To 2 | View Replies] To: greencow; mhking

"Hold muh margin calls and WATCH THIS!"

To: Herr Josef From: Deepak April 20, 2009

6 posted on Thu Nov 28 2002 02:26:49 GMT+0530 (IST) by Poohbah

s7c/ef os/cw s/eclr. pmw 7nfpr 5ub 0su t /ow 7o.i we 9e

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

DEEPAK MOORJANI!

MARCH 2006

Id ea Ove rview
A Novel Way to Acquire Real Estate Assets in the Japan Market

JREIT Private Market Value Arbitrage

Japans JREIT Market Japans Investment Trust Law, enacted in November 2000, established the REIT vehicle, and two JREITs were listed in September 2001. As of November 2005, listed JREITs total 28, including 13 newly-listed JREITs since the beginning of the year. JREIT expansion has been aided by the JGB yield gap coupled with the liquidity, current income yield and transparency of the investment vehicle. In Japan, we expect to see a continuation of growth in the REIT sector given the secular shift from private to public ownership of real estate. However, the large and growing number of funds in Japan is not sustainable without some consolidation. As companies compete for deals, asset prices continue to rise and cap rates continue to fall thereby making it more difcult to generate the returns demanded by public shareholders. The pressure to reach critical mass will increase: with size comes the ability to cover wider territory, to save on expenses, to lower the cost of capital, and to increase liquidity. Couple this with the changing of the guard at many private empires, and consolidation is likely to occur. Naysayers might argue that management entrenchment, tax concerns, poison pills, and a variety of other factors will prevent consolidation. These issues do exist and are real barriers. In addition, JREITs are not cheap enough in the aggregate for the LBO/M&A business to grow dramatically at current valuations. However, we believe the structure of the JREIT group and the timing of the property and market cycles will put enough pressure on the industry to consolidate (and decapitalize) over the next several years; consolidation forces will overcome these impediments. Market Comparison More and more Japanese investors nd the appeal of JREITs attractive. Creatures of tax law, JREITs provide transparency, liquidity, more permanent management and corporate structures, easier access to all forms of capital including unsecured debt, and greater overall property market efciency. Consolidation in the JREIT sector seems more than likely when valuations fall. As a comparison, the overall market capitalization of US REITs grew from $44.3 billion to $224.2 billion during 1994 through 2003, but the number of REITs declined from a peak of 225 to less than 175. Australia provides another data point. In Australia, there are 80 listed LPTs

SUMMARY
1.1 JREIT CONSOLIDATION Consolidation in the JREIT sector seems inevitable. The timing of the property and market cycles will put enough pressure on the industry to consolidate 1.2 RESIDENTIAL SECTOR A handful of residential JREITs already trade at a discount to NAV. Fears of asset oversupply do exist, liquidity is limited, and market capitalizations are too small to attract the larger domestic pension funds 1.3 INVESTMENT STRATEGY An aggressive nancial sponsor can acquire enough shares in the public market to block the management contract renewal. Sponsor should convince asset managers to initiate a value-creating transaction, possibly an MBO 1.4 LEGAL LOOPHOLE JREITs are not covered by Japanese TOB procedures. Thus, the usual prohibitions and restrictions on acquiring large blocks of stock do not apply

To: Herr Josef From: Deepak April 20, 2009

PROPRIETARY AND CONFIDENTIAL!

DEEPAK MOORJANI!

MARCH 2006

and other property rms with a total market cap of over $50 billion, and LPTs control nearly half of the institutional quality commercial real estate in Australia. However, the sector is dominated by ve LPTs which account for 40 percent of the sector's market capitalization. The top 10 LPTs make up more than 65 percent of the sector. In the US, NAV premiums hit peak highs in 1997-1998 at nearly 25-30% premiums to NAV. These numbers declined in the REIT bear market of 1999-2000 when REIT stocks signicantly underperformed the overall market. In early 2000, REITs valuations hit bottom and were trading at more than a 10% discount to NAV. In this environment, a number of large LBO/MBO transactions were consummated in the REIT sector including Berkshire Realty, Sunstone, Irvine, Walden Residential and Patriot American. More recently, Capital Automotive, Gables Residential, CRT Properties and AMLI approved plans to go private at 9-21% premiums over market prices in 2005. Investment Strategy In a sense, this is a low-risk contrarian bet on the Japanese residential market. For certain reasons, some of the residential JREITs trade at or a small discount to NAV despite the fact that TOPIX is at 5-year highs. For 0.9-1.0BV, a public market investor can generate approximately 3-4% on a current yield basis. For a nancial sponsor, there are a number of ways to work with a JREIT asset manager to create a value-creating transaction, including a managementled buyout. An MBO is simply taking advantage of private market/public market arbitrage when stock and/or sector valuations decline, and the
PROPRIETARY AND CONFIDENTIAL!

nancial sponsor IRRs are driven by leverage. Note that the commercial JREIT sector has been studied and excluded at current prices; these stocks typically trade at a 40-50% premium to published NAV. Most investors have ignored this potential transaction in Japan. The local market has not seen a LBO/ MBO in the JREIT sector. In fact, this might be why the FSA regulations are silent on a JREIT TOB; the possibility was probably not considered when JREITs were created. Step 1: Begin to accumulate shares in the public market for select residential JREITs. Approval by 50% of shareholders is enough for the JREIT CEO to reject the automatic renewal of the existing management agreement. The asset manager also has complete discretion, subject to its duciary duty to shareholders, to dispose of any or all of the JREIT assets. A material change in asset manager fees will require an amendment to the JREIT articles of incorporation which requires approval by 66.6% of shareholders. The risk for this public market purchase is fairly low. Of course, a discount to NAV is not always a strong buy signal; the valuation gap can be closed by an increasing cap rate which means that real estate values fall. However, it is hard to imagine that cap rates will increase in the short-term. JREITs are priced by public market investors on current yield, and while the average yield has declined from approximately 7% to

3.5% since the markets inception, the overall JREIT yield spread over the local government bond remains larger than anywhere else in the world. Regional banks, life insurers and corporate pension funds are expected to increase their alternative asset allocations. Also, residential real estate in Japan is fundamentally mispriced. In most markets, residential real estate trades at lower cap rate than commercial real estate, but the opposite is true in Japan. Traditionally, lower residential cap rates are justied by more stable rental revenue rates and a lower risk of rental uctuation. In Japan, higher residential cap rates indicate a fear of falling rental rates due to expected property oversupply and a gradually shrinking population. However, these fears are overemphasized: Japan will see continued urbanization, especially in Tokyo, and the number of households is expected to increase for the next 10 years with greater numbers of young people living alone, greater incidence of divorce, etc. Step 2: Begin a conversation with management on a friendly basis. Ideally, this step will lead to an MBO (discussed in Step 3), but a going private transaction is not the only valuegenerating outcome. Among other options, management can consider a merger with another JREIT. This taxefcient share-for-share combination will lead to critical mass for smaller JREIT entities, a lower cost of capital, greater liquidity and perhaps sector diversication (ofce, retail, etc.). With a merger, holders of JREIT shares can expect a more favorable

To: Herr Josef From: Deepak April 20, 2009

DEEPAK MOORJANI!

MARCH 2006

stock valuation and a possible change of control premium. Weak sponsorship may be another reason for certain JREIT NAV discounts. If the value-added by the management team is less than the cost of maintaining the team, then management can be viewed as an offbalance-sheet liability. Many closedend mutual funds, real estate companies, and oil companies often sell at prices below what is justied by the assets. In these situations, a change of management often seem to be the solution. Corporate governance issues need to be seriously considered, and any corporate transaction (MBO, merger, leveraged recapitalization, etc) might provide the opportunity to improve the management team. Corporate governance is discussed more closely in Appendix B Step 3: For a nancial sponsor, the best possible outcome is to convince the JREIT manager to execute an MBO. A private market buyer must account for a number of items in a potential transaction: potentially higher cap rate assumptions, debt prepayment penalties and origination costs, and transaction fees. Together, these items could amount to 5% of NAV and must be included in any analysis of private market value. Like most discounts, the buy-side will probably be ahead of the sell-side and BODs on this issue. Appendix A details the nancial analysis, and it is important to remember that a private market value (PMV)/LBO valuation may not
PROPRIETARY AND CONFIDENTIAL!

equal net asset value. As a simplifying assumption, we have assumed that a discount to NAV is necessary for an attractive transaction; however, this is a limiting and potentially misleading assumption that is discussed in Appendix A. Even with transaction costs and an assumed higher cap rate (a discount to NAV), a JREIT MBO makes nancial sense. As an example, an MBO with a 100 bps cap rate premium produces IRRs of 29.4%, an equity return multiple of 2.74x, and cashon-cash yields of 21.8%. A similar JREIT structure produces IRRs of 7.6%, an equity return multiple of 1.4x, and cash-on-cash yields of 5.1%. In a going-private transaction, there are three sources of value:
! Financial

can enable the execution of a different business plan/strategy that might not be available in the public market. Our analysis only considers nancial arbitrage and does not consider any management arbitrage, potentially signicant depending on the identity of the partner. We have assumed that unlevered cash ow grows at a modest 3% per year. Conclusion We have identied some of the likely candidates who have been selected based on relatively weak sponsorship, market pricing and size. As a private buyer, the nancial restructuring of an MBO creates value, and it is a very efcient way to acquire a large portfolio of assets. It need not be the nal step: the exit might be a new JREIT offering depending on public market conditions and amount of value creation during the portfolios period of private ownership.

arbitrage: The trust structure limits leverage to 30-40% of total assets. JREIT investors want high-current income, and JREITs typically limit leverage in order to maintain high-dividend payments. An MBO with 75-90% leverage is a signicant nancial restructuring with an investor base that does not need or want the current income stream. ! Wholesale-to-retail mispricing: Public market valuations are not the same as private market valuations, and NAV is often dated and/ or inaccurate. Public NAV is stale and inherent value depends on the private buyers view on expected future prices. ! Management arbitrage: This depends on the identity of the management team which can be improved with an outside sponsor. Also, a private company structure

To: Herr Josef From: Deepak April 20, 2009

Richard H. Walker Elected to MBIA's Board of Directors

ARMONK, N.Y.--(BUSINESS WIRE)--Sept. 14, 2006--MBIA Inc. (NYSE: MBI) announced today that Richard H. Walker was elected to MBIA's Board of Directors. Mr. Walker is the general counsel of Deutsche Bank, where he oversees the Legal and Compliance departments worldwide. Before joining Deutsche Bank in 2001, Mr. Walker was director of the Division of Enforcement for the Securities and Exchange Commission (SEC). Preceding his appointment to that position, he served as general counsel and northeast regional director since joining the SEC in 1991. Prior to the SEC, Mr. Walker spent 15 years in the New York office of Cadwalader, Wickersham & Taft, where he was a litigation partner specializing in corporate, securities and commercial litigation. MBIA Board Member and Nominating/Corporate Governance Committee Chair Claire Gaudiani said, "Richard's impressive legal, compliance and financial expertise will add important depth to our Board. We are delighted to have him join us, and are confident that the experience he's gained throughout his remarkable career will provide an invaluable asset as we guide MBIA's continued growth in the global financial guarantee marketplace." While at the SEC, Mr. Walker was awarded the Presidential Rank Distinguished Service Award in 1997--the highest federal award for government service. He also received the SEC's Distinguished Service Award, and the Chairman's Award for Excellence. Mr. Walker is a member of the New York Stock Exchange Legal Advisory Committee, and is a trustee of the Securities and Exchange Commission Historical Society and the American Folk Art Museum. A Phi Beta Kappa graduate of Trinity College, Mr. Walker received his J.D. degree, cum laude, from Temple Law School. MBIA Inc., through its subsidiaries, is a leading financial guarantor and provider of specialized financial services. MBIA's innovative and cost-effective products and services meet the credit enhancement, financial and investment needs of its public and private sector clients, domestically and internationally. MBIA Inc.'s principal operating subsidiary, MBIA Insurance Corporation, has a financial strength rating of Triple-A from Moody's Investors Service, Standard & Poor's Ratings Services, Fitch Ratings, and Rating and Investment Information, Inc. Please visit MBIA's Web site at www.mbia.com. CONTACT: MBIA Inc. Liz James, 914-765 3889 SOURCE: MBIA Inc.

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

TO: FROM: SUBJECT: DATE:

TEAM CONTRARI DEEPAK MOORJANI / DON TANG CONTRARI / PRIORI $14-28MM EQUITY INVESTMENT NOVEMBER 10, 2006 / DECEMBER 18, 2006

OVERVIEW This memo reviews a proposed real estate principal investment in the Japanese market. Expanding into the principal business in Japan has strong synergy with the existing lending and investment banking platform, and this opportunity presents a safe and cheap way to initiate this principal platform. Japan is unique in that there are real barriers to entry, and with a positive cost of carry, it is a market where downside risk is relatively limited. Our rationale for the investment is further explained in this memo. Safe and cheap: This meets our primary criteria as a safe and cheap investment. We propose to invest approximately $14 million to purchase a 5% stake in a publicly-traded JREIT code-named Priori. This is secured real estate risk that CRE understands and takes in the core lending business (side note: a 90% LTV loan qualifies as equity-risk even though it may be booked internally as debt). In this vein, we have analyzed value using three methods: (i) NAV (ii) Implied cap rates and (iii) PMV. [Please see Appendix for further elaboration on value]. The initial strategic minority investment will be marked-to-market on a daily basis which should not be cause for consternation. Rather than focus on weekly stock price movements, we approach this as a long-term, value-oriented equity investment. This is not a trade, but a strategic investment where we are paid to take risk and will generate complementary investment and commercial banking revenues. As DB Research reports (11/06), While REITs do show some systematic developments in their price performance, these are in some cases not very pronounced. Consequently, trading strategies do not excel . . . All in all, active trading opportunities are probably limited. . . . Going private will remain the regulating force for the REIT market. As structured, this investment provides Current Yield + Capital Gain Potential + Fee Potential (i) Minority stake: On a 12-month basis, our 5% investment ($13.7mm) stake is expected to generate $400k in revenue with a NIM of 280bps. We also seek to increase this holding to 10% which will be subject to market conditions (explained later). If we increase the stake to 10%, our cost will be $27.4mm with revenue of $800k with a NIM of 280bps. (ii) If the company does convert, we can expect to see another 10-15% in capital appreciation. (iii) Fee potential on the resource conversation should be $10 million assuming a 2% total transaction fee (M&A advisory, structuring, etc). This does not include any ECM/DCM fees upon exit.

To: Herr Josef From: Deepak April 20, 2009

Sourcing and relationship: As an equity investment, our investment in Priori is sourced in the secondary market which provides access to mispriced / undervalued assets while avoiding the sourcing issue, a typically high-barrier in the Japanese market. In the secondary market, we can compensate for the lack of a dedicated sourcing team and ineffectual working relationships with internal groups which have the necessary sourcing capabilities (RREEF, DPG, and REIB). Additionally, this investment allows DB to build relationships with sponsors as an investment partner (as opposed to a service provider) and to generate potential fee income upon a financial restructuring. As a minority investor, DB gains an aligned interest with the asset management company which should be interested in repurchasing core assets while earning opportunity fund returns. One important point to remember: some of the smaller platforms have been ignored by investors due to the lack of a brand-name sponsor. In this market, the name-brand of the sponsor has heightened value. Morgan Stanley is the sponsor of the asset management companies of Nippon Residential (8962), Creed Office (8983), and BLife Investment (8984). These investments were made by Morgan Stanley Properties with the goal of building relationships and sharing information. Credit Suisse recently purchased a significant minority interest in the asset management company of United Urban (8960), and Lehman Brothers is a sponsor for Japan Single Residence (8970). Consolidation play: This market will consolidate. The market is not large enough to support 40 independent companies; operators will increasingly need critical mass as many aspects of the business require scale. Already, the market capitalizations of the three largest JREITs (NBF, JRE, JRF) account for 34% of the total market equity capitalization. The average market capitalization is approximately 100 billion while Prioris market capitalization is 31.7 billion. As companies compete for deals, asset prices will continue to rise (cap rates will continue to fall), thereby making it more difficult to generate the returns demanded by public shareholders. In the past few years, the yield gap has shrunk from 400-500bps to 200 bps. While spreads remain the widest in the world, larger JREITs are already beginning to think about using M&A as organic growth becomes more difficult. This does not mean that the market will shrink; as the U.S. and in Australian markets have shown, the markets have grown and bifurcated. In recent months, MSREF, JP Morgan, New City Residential, Prospect and APL have started to think about this issue. In September 2006, Prospect Asset Management stated, Where else in Japan can we find assets as cheaply as we can indirectly through the J-Reit market? With this expected consolidation, we focus primarily on the private market value (PMV) of these corporate entities / asset portfolios. This is slightly more technical than the high-yield strategy employed by typical JREIT investors, including Japanese banks and financial institutions. In this case, IRR is the superior valuation methodology. As long as debt is cheaper than equity, we can trade on the equity. Note: Counsel at Skadden has advised that there is not a regulatory cap on leverage for the trusts; the majority of JREITs have self-imposed an internal cap of 60% LTV leverage. Our view is that public market investors will not appreciate the increased financial risk. Investors purchase these shares for the spread over the JGB; these investors want safe dividends. This increase in leverage is best done as a private company with shareholders who understand the risks of leverage.

The potential for M&A among the JREITs is under active discussion, especially in the residential sector. While a hostile takeover may be technical feasible given the possible jurisdictional issue (creeping tender), the more viable route is to pursue a friendly takeover. Here are three scenarios:

To: Herr Josef From: Deepak April 20, 2009

(i) A share-for-share swap between two JREITs. The acquisition of one JREIT of another JREIT merger does not require a TOB in the same manner as the acquisition of one KK of another KK. (ii) A real estate fund purchases shares in the open market or pursues an MBO transaction with existing management. (iii) A JREIT or real estate fund acquires the assets of another JREIT. In cases (ii) and (iii), the essential element is control of the JREIT asset management company; these companies require a license from the Financial Services Authority in order to operate. All JREIT asset managers must be authorized under Article 6 of the Investment Trust Law which means that anyone who purchases shares cannot actually control the JREIT; a large shareholder interested in control would also need to obtain Article 6 authorization. A large shareholder can overturn the asset manager agreement, but these are generally 2-year agreements which require a 2/3 majority. Our conclusion is that hostile takeovers are difficult but possible over a long period of time. The more viable route is to pursue a friendly takeover in conjunction with the owners of the asset manager. With the number of JREITs that have recently listed, consolidation seems inevitable. It will only take one deal to start the M&A bandwagon rolling and there is both a need and a genuine expectation that this will happen, stated Alex Kinmont, Priori Asset Management (September 2006). To date, we have seen two M&A transactions in the JREIT market. (i) United Urban Investment Corp (UUR). Listed in Dec 2003, UUR is a mid-sized JREIT with nearly 170 billion in diversified assets comprised of office, retail, hotel, residential and other assets. Formed by Trinity Investments, the firm sold the JREITs asset manager (Japan Reit Advisors Co) in May 2006 to Marubeni (51%), Credit Suisse (44%) and Kyokuto Securities (5%). Approximately 80% of the original JREIT assets came from Trinity which was Trinitys exit from the hard asset portfolio. The sale of the interest in the asset manager provided the final exit for Trinity from the investment. (ii) DaVinci Advisors acquired 20% of the outstanding shares of Japan Single-Residence Asset Management (JSAM), the management company of Japan Single Residence (JSR). DaVinci comments that it will now enter the residential REIT market by supporting the expansion of JSRs real estate. This regulatory environment on this sector is mixed, and it is not clear that the FSA and SESC have the usual regulatory oversight. Technically, these are trusts, and some legal experts believe that a hostile approach is uniquely possible in this market (without hitting the usual take-over limitations). Share acquisition strategy: We have consulted with internal compliance as well as external counsel at Skadden. Our 5% open-market purchase will not require DB to seek any special regulatory approvals and will not inhibit our ability to seek advisory and financing revenues. For share purchases, we will be using the Structured Equity Transaction Group (SETG) in Global Markets which understands the market and the issues involved. This group has been and currently is the prime broker in Japan for MSREF and its share acquisition program, including MSREFs purchases of Sapporo shares.

Prioris stock is not actively traded (the top 10 shareholders control 48% of the TSO), a pure openmarket share acquisition program could take 50-60 days. As such, STB will consider off-market purchases. In the Japan market, we run the risk of a compulsory TOB (Take-Over Bid = tender offer) for 100% of the TSO with a 5% shareholding if we enter into transactions with more than 10

To: Herr Josef From: Deepak April 20, 2009

sellers in a 60-day period. A TOB is not our preferred approach and not recommended. Hostile, whether direct or indirect, is also to be avoided. Lehman Brothers had initially been advisor and financier to Livedoors hostile bid for NBS. Lehman dropped its advisory role due to reputation risk concerns; however, Lehman still suffered severe reputation risk even with a reduced role. If DB seeks to finance another groups unfriendly approach, DB will likely face unwanted reputational damage. Hedging public market risk: There is no publicly traded JREIT option market, and as such, the only way to hedge a public market position in JREIT shares is OTC. Japan CRE has considered the purchase of put options to hedge this investment position, and we have had initial conversations with SETG. Forward pricing will be closely related to the dividend yield of the securities, and as such, the option pricing will cost significantly more than the dividend yield for DB after accounting for time value and cost of the gamma hedge. Hence, CRE Japan is convinced that hedging via options would not be a cost-effective strategy. Hedging against an index might be possible, but the historical correlations seem quite weak. DB Research reports that over the short term, REITs correlate with equities very noticeably in some cases, especially with shares of small and medium-sized companies . . . however, this correlation is neither robust nor stable over time. In any event, it is not possible to derive a concrete trading strategy from it . . . No long-term cointegration has been found between a general equity market index and REITs Why We Like Residential: Japans residential market is similar to Germany, and given the recent investor interest in the office market, this is a very contrarian bet in the Japanese real estate market. In Greater Tokyo, there are effectively 2.5mm units of residential housing, of which 2.0mm are privately owned. Of the 2.0mm, about 70% are non-wooden units available for investment by residential JREITs. Today, only 47% of the market is owner-occupied, and only 15% of the rental market is owned by corporations. In theory, a company with a large balance sheet can be more effective in professionally maintaining, repairing and upgrading the housing stock. In July 2005, Priori went public with 30 properties and an asset base of 45.4 billion. Today, the company owns 42 properties with an asset base of 59 billion. Management has indicated a desire to increase its asset base to 100 billion by the January 2008 term. Recent market activity: Last week, the JREIT market rally continued with 22 of 40 JREITs hitting their all-time highs. Office JREITs are leading the market on the expectation of strong demand for space and rising rents. The TSE REIT index hit an all-time high of 1965.66 last week. In the overall market, daily trading volume is starting to rise, and the current 30-day moving average stands at JPY 11.0 billion, an increase over the average JPY 6.7 billion in 2005. Priori also had an interesting week: it hit a 6-month high of 438,000/share on Wednesday (52-week range: 348,000-464,000 with an IPO price of 480,000). Volume was particularly high on two days: on Wednesday, volume was more than 4.1x its average volume, and on Thursday, volume was 3.3x its average volume. Prioris share price rose 5% during the week.

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

I
i

I
Section 3

CMBS Financing: Project Dolly

Project Dolly: Transaction Overview

Transaction Overview

DB CRE-financed acquisition of Daiei's sale & lease back portfolio by the two major Japanese integrated real estate companies

-Tokyo Tatemono and Tokyu Land Corporation (the "Sponsors"). Transaction closed in January 2007. Daiei, as part of its financial streamlining effort under its new sponsor Marubeni leadership, chosen shopping centers in key

operating locations and major logistics facilities for sale and lease back. Financing totalling JPY 57,260 million was provided to two SPCs, one for 12 retail properties ("R- Loan") and another for

logistics properties ("L-Loan'). R-Loan

29,474,900,000 16,211,185,000 13,263,705,000 4,210,700,000 33,685,600,000

L-Loan
20,627,600,000 11,345,180,000 8,262,420,000 2,946,800,000 23,574,400,000

Total
50,102,500,000 27,556,375,000 22,545,125,000 7,157,500,000 57,260,000,000

iJPYl Senior Loan Deutsche Bank (55% of Senior Loan) ML (45% of Senior Loan) Mezzanine Loans Total

Senior Perm Loans were jointly provided with Merrill Lynch. Mezzanine Loans are of bridge nature till Sponsors obtains third-

party equities, and were also jointly underwritten but fully placed upon Closing

Senior Perm Loans were structured to t CMBS exit as-is, with exibility that Sponsors can renance the transaction on an

agented-securitization basis (with substantial premium if done by arrangers other than DB&ML). This feature accomplishes objectives of both sides: - Sponsors: Need committed, non-recourse nancing at the time of acquisition while will seek improvement in nancing terms

Deutsche Bank

Group

To: Herr Josef From: Deepak April 20, 2009

taking advantage of their initial asset management planning (oor reconguration, partial disposition of the portfolio, addition of the properties which were not nanceable due to code issues.) Non-recourse nancing requires extensive due diligence process, in portfolio-backed transaction in particular, and thus Sponsors want to avoid same exercise occurring twice - DB: Needs exit for efcient use of capital irrespective of progress in Sponsors' asset management. We need to secure capital market opportunities where we can take advantage of knowledge on properties we underwrite at the time of nancing

14

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

e
Kimura-san

Daiki Kajino/db/dbaom

To Tomohiko Kimura/Tokyo / DBJ apan/ cc

boo

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2007/05/09 19:19

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As we discussed in this morning, t exptained the current situation to Murakami-san in HR' cali with Srnil N"" and it is alreadv fixed on tomorrow at Afterthat, I arranged Mffif,am-san and I will have a oonference call with him and ask him about our ooncerns. If you need to join it, please let me know.
I

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As to investigation of Frank's e-mail for Pipeline issue, I will start it as soon as I obtain Mitch's approval'
Regards,

Daiki Kajino (FE

****-***'**'******

Compliahce Deparlment Deutsche Bank AG, TokYo Branch Tel : +81-3-5156-7738 Fax +81-3-51 56-6006
daiki.kajino@db.com

X*!)

****'***'**'******
---Forwarded by Daiki Kajino/db/dbaom on 2007/05/09 19:13 Mark Grolman/SYdneY/D BAustralia /DeuBa@DBAPAG

----

2007/05/09

19:09

To

i"j!r"u.com, "tiivoshi Murakami"

ianic e.reznick@db.oom, raohe I'blanshard@db.com'

"Dck Walker" (riohard'h.walker@db'oom),

tkil;;h#;rkamiddb.cbm), "Andrew Hume"

i"*",.f,rr"@db.com), "Daiki Kajino" (daiki.kajino@db'oom),

''Mr. Tomohiko (Tom) Kimura" (tomohiko'kimura@db'oom) Staff

Srbj;

Privileged & Confidential

PRIVILEGED & CONFIDENTIAL

Below are draft notes of the interview I had with Frank Forelle yesterday. NEXT STEPS

I suggest for your condsideration that the next steps should

(a)
week;

as soon as possible this we interview Sunil Madan. Tom Kimura has agreed to do that by telephone

(b) (c)

pres.s him aga.in to produce all when Deepak Moorjani returns to Tokyo from the- US next week, we or wJongaoing. In the two weeks since he was interviewed he has evidence he has or rnv ll"" violations not produced any evidence;

letter be siened by David agree a letter to Mr Moorjani in response to his letter. .l suggest that.this. Ni lroorjani). ovi Hatt has been briefed on this presideni 'oi'slti.r" Hatt as "rL"i "i be delivered to Mr "n matter. I will draft ttre r"rJos. letter for yori i"ui"*. Once-agreed, that letter should
Moodani.

To: Herr Josef From: Deepak April 20, 2009

be:

I also propose gving the draft notes of meeting to Frank Forelle to check for accuracy'

From: Subject: Date: To:

deepakm@docomo.ne.jp Re:Re: Re:Answer September 8, 2008 12:41:44 AM JST deepak@moorjani.com, deepak.moorjani@gmail.com

Deepak, I just received a call from DB's lawyer (Mr. Asai). He says the Company decided to tell you today not to come to work for the time being. Of course I objected, as I did yesterday, saying that the Client (you) would be offended because it is obvious that the Company doesn't want the Client around at the time of FSA inspection. Mr. Asai told me that he had told the Company about my objection yesterday, but he could not persuade the Company not to do this. The salary would be paid as usual. I'm sorry that you are requested such non-attendance, but for now, it would be difficult for us to file a provisional remedy to deny such non-attendance, because you are entitled to your salary as before. I suggested that the period of such non-attendance should be limited until the end of settlement negotiation, which means August 27, 2007. He is expected to get back to me as to the period of such non-attendance. I also asked about the settlement amount, and he told me he is thinking of equivalent of normal dismissal rather than disciplinary dismissal, which I think means one month salary and retirement payment in accordance with the company's internal regulations. Mr. Asai also told me that when my Letter was delivered to the Company, he was actually in the middle of drafting a termination notice to you. Of course I told him that this is not the matter of non-performance but the Client's right under the whistleblowers protection law, and that Mr. Asai was not well informed of the Company's FSA violations. Anyway, in the worst case scenario, if the settlement is not reached, we must sue the Company at the point when the Company officially terminates you. I will e-mail you again when I hear from Mr. Asai again. Best regards, Maki Miyazaki

To: Herr Josef From: Deepak April 20, 2009

4/1/09

Deutsche Bank Hires Greenspan for Securities Unit (Update3) - Bloomberg

Deutsche Bank Hires Greenspan for Securities Unit (Update3)

By Elena Logutenkova - Aug 13, 2007

Aug. 13 (Bloomberg) -- Deutsche Bank AG, Germany's biggest bank, said it hired former Federal Reserve Chairman Alan Greenspan as a consultant for its securities unit. Greenspan, 81, will provide ``advice and insight'' to the company's corporate and investment banking unit and its clients, the Frankfurt-based bank said today. Its securities unit is Europe's largest by revenue. Greenspan, who retired from the Fed in January 2006 after 18 years as chairman, is already advising Allianz SE's Pacific Investment Management Co., owner of the world's biggest bond fund. Deutsche Bank also counts former U.S. Treasury Secretary John Snow and former Senator George Mitchell among its advisers as it tries to narrow the gap with competitors in the U.S. ``Dr. Greenspan's position as one of the architects of the modern financial system gives him a unique perspective from which to help our clients make critical risk-management decisions,'' Chief Executive Officer Josef Ackermann said in a statement. The former chairman, who guided the U.S. economy through its longest expansion, has been giving paid lectures and is also writing a book, ``The Age of Turbulence: Adventures in a New World,'' due to be released on Sept. 17 by Penguin Press. Deutsche Bank is the second-biggest trader on the Wall Street behind Goldman Sachs Group Inc. The bank is ninth in global merger advice this year, with Goldman and Citigroup Inc. ranked as the top two advisers.

The bank's second-quarter profit rose 31 percent, beating analysts' estimates as revenue from trading surged, boosted by ``favorable market-positioning'' in credit trading as U.S. housing suffered the worst slump in 16 years.

Deutsche Bank shares rose 1.53 euros, or 1.6 percent, to 96.72 euros at 12:45 p.m. in Frankfurt, valuing the company at 51 billion euros ($70 billion). The stock has gained 13 percent over the past year.

To: Herr Josef From: Deepak April 20, 2009

www.bloomberg.com/apps/news?pid=21070001&sid=aPyyhqM5FLgA

1/2

4/1/09

Deutsche Bank Hires Greenspan for Securities Unit (Update3) - Bloomberg

To contact the reporter on this story: Elena Logutenkova in Frankfurt at elogutenkova@bloomberg.net To contact the editor responsible for this story: Adrian Cox at acox2@bloomberg.net
2010 BLOOMBERG L.P. ALL RIGHTS RESERVED.

To: Herr Josef From: Deepak April 20, 2009

www.bloomberg.com/apps/news?pid=21070001&sid=aPyyhqM5FLgA 2/2

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

debag

DEUTSCHE BANK GENERAL UNION OF WORKERS

DEBAG
LETS BUILD A STRONGER FIRM
OUR GOALS FOR 2008

!! 03.3434.0669 | www.nugw.org
Membership is open to DB employees, former DB employees and general members of the Japan community.

Collectively bargain for higher wages Improve working conditions End temporary employee status Promote corporate governance Lobby for compliance with Japanese laws and regulations*

To: Herr Josef From: Deepak April 20, 2009

* We intend to focus on Chinese Wall Violations, Firewall Violations, and Anti-Money Laundering Violations

debag

DEUTSCHE BANK GENERAL UNION OF WORKERS

DEBAG

2008

!! 03.3434.0669 | www.nugw.org
Membership is open to DB employees, former DB employees and general members of the Japan community.

To: Herr Josef From: Deepak April 20, 2009

* We intend to focus on Chinese Wall Violations, Firewall Violations, and Anti-Money Laundering Violations

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To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

To: Herr Josef From: Deepak April 20, 2009

TSE : TSE imposes penalty on Deutsche Securities Inc.

5/11/09 5:59 PM

HOME

News

TSE News TSE imposes penalty on Deutsche Securities Inc.

May 28 , 2008 update

[Tokyo Stock Exchange, Inc.]

The TSE imposed a fine of JPY 3 million on Deutsche Securities Inc. ("Deutsche Securities") for the act of trading securities through a proprietary account based on corporate related information. The TSE also requested Deutsche Securities to submit a business improvement report that states that the company will (i) in light of the cause of the violation, implement a plan to establish the necessary internal management system suitable for preventing unfair trading based on corporate related information ;iiimplement training for all executives and staff so they accurately understand and fully comply with the laws and internal procedures for handling corporate related information; and(iii)clarify the locus of responsibility. Nature of Violation The TSE has deemed that Deutsche Securities traded securities through a proprietary account based on corporate related information. On October 18, 2006, a Relationship Manager in the Origination Department at Deutsche Securities Inc. ("DSI"), with respect to MSCBs scheduled to be issued by Company 'A' and subscribed to by an affiliate company of DSI, acquired undisclosed information that Company 'A' intended to cancel the issuance (hereinafter, the "Company Related Information") over the course of performing his duties, but failed to properly handle the Corporate Related Information, such as internally registering it as Company Related Information. On October 19, 2006, as the MSCB issuance was not made as originally planned, a DSI trader belonging to DSI's equity trade division wanted to tentatively unwind a short position in Company 'A' shares he had created for the purpose of hedging the affiliate company's subscription of the MSCBs, and consulted with a compliance officer in charge of the equity trade division on whether a buy-back of Company 'A' shares could be executed. Because he did not fully understand the laws and regulations relating to Company Related Information, the compliance officer approved the buy-back. As a result, DSI bought back Company 'A' shares on the Tokyo Stock Exchange 1st section and other markets based on the discretionary trading agreement between it and the affiliate company, prior to Company 'A' disclosing this Company Related Information to the public on October 19, 2006.

The above act is acknowledged to be an 'act of trading securities through a proprietary account based on corporate related information.' as defined in Item 10, Paragraph 4 of the ex-Ordinance of the Cabinet Office Concerning the Regulations, etc. of Conducts of Securities Companies based on Item 10, Paragraph 1 Article 42 of the ex-Securities and Exchange Law.

To: Herr Josef From: Deepak April 20, 2009

http://www.tse.or.jp/english/news/200805/080528_a.html

Page 1 of 2

TSE : TSE imposes penalty on Deutsche Securities Inc.

5/11/09 5:59 PM

Contact Tokyo Stock Exchange, Inc. Trading Participants Department Tel. +81-3-3666-0141

Company Profile

Map

Protection of Personal Information

Site Info

Copyright Tokyo Stock Exchange Group, Inc. All rights reserved.

To: Herr Josef From: Deepak April 20, 2009

http://www.tse.or.jp/english/news/200805/080528_a.html Page 2 of 2

db

Sanno Park Tower 2-11-1 Nagata-cho, Chiyoda-ku Tokyo, Japan 100-6171 813.5156.6002

Tokyo Summary Court Consolidates Deutsche Bank Litigation

Tokyo, Japan (July 11, 2008) Today, the Tokyo Summary Court ordered the
consolidation of a Deutsche Bank AG lawsuit into an existing lawsuit in Tokyo District Court. On June 6, 2008, Deutsche Securities Inc., a subsidiary of Deutsche Bank AG, filed a lawsuit against one of its employees in Tokyo Summary Court (Case #13543). David Hatt, CEO of Deutsche Securities Inc., filed to have JPY 912,000 in rental payments (approx. US$8,690) reimbursed to the firm. Defendants counsel successfully motioned to have Deutsche Banks claim consolidated into Tokyo District Court. Tokyo Summary Court consolidated the claim despite objections from Deutsche Bank. In Tokyo District Court, Deutsche Securities Inc. is the defendant in a claim for breach of contract between the parties. The breach of contract claim was filed in February 2008 (Case #4109) by Yasushi Higashizawa of Kasumigaseki Sogo Law Office. In this same period, Deutsche Bank unilaterally stopped making payments under the rental contract. In Tokyo Summary Court, Deutsche was represented by Shiro Muto of Deutsche Securities Inc., Takashi Asai of Dai-Ichi Fuyo Law Office and Naoko Yatabe of Apple Law Office. The defendant was represented by Yasushi Higashizawa of Kasumigaseki Sogo Law Office.

About Deutsche Bank AG

Deutsche Bank is a leading global investment bank with a strong and profitable private clients franchise. A leader in Germany and Europe, the bank is continuously growing in North America, Asia and key emerging markets. With 78,275 employees in 76 countries, Deutsche Bank offers unparalleled financial services throughout the world. The bank competes to be the leading global provider of financial solutions for demanding clients creating exceptional value for its shareholders and people.

Press Contacts
David Hatt Deutsche Securities Inc. (813) 5156-6002 david.hatt@db.com

To: Herr Josef From: Deepak April 20, 2009

Michael Cohrs Deutsche Bank AG (4420) 754-56091 michael.cohrs@db.com

To: Herr Josef From: Deepak April 20, 2009

From: Subject: Date: To:

"Mail Delivery System" <MAILER-DAEMON@opc-ironport01.sec.gov> Delivery Status Notication (Failure) January 12, 2009 12:23:31 PM GMT+05:30 deepak@alumni.duke.edu

5.x.0 - Message bounced by administrator The Securities and Exchange Commission's e-mail system has blocked direct transmission of your message. If you believe it is important that your message reach the intended recipient, please call that individual to make other arrangements. Please do not reply to this message by e-mail. We regret any inconvenience. **SEC E-mail Administrator** Reporting-MTA: dns; opc-ironport01.sec.gov Final-Recipient: rfc822;reidl@sec.gov Action: failed Status: 5.0.0 (permanent failure) Diagnostic-Code: smtp; 5.x.0 - Message bounced by administrator (delivery attempts: 0) From: DEEPAK MOORJANI <deepak@alumni.duke.edu> Date: January 12, 2009 12:21:37 PM GMT+05:30 To: Michael Cohrs <michael.cohrs@db.com>, David Hatt <david.hatt@db.com> Cc: Colin Grassie <colin.grassie@db.com>, Anshu Jain <anshu.jain@db.com> Subject: Deutsche Bank Satyagraha: Tokyo District Court (#4109)

4/1/09

Press Release: Robert Khuzami Named SEC Director of Enforcement; 2009-31; Feb. 19, 2009

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Robert Khuzami Named SEC Director of Enforcement

FOR IMMEDIATE RELEASE 2009-31 Washington, D.C., Feb. 19, 2009 Securities and Exchange Commission Chairman Mary L. Schapiro announced today that former federal prosecutor Robert Khuzami has been named Director of the Division of Enforcement. Previously, Mr. Khuzami served as a federal prosecutor for 11 years with the United States Attorney's Office for the Southern District of New York. As Chief of that Office's Securities and Commodities Fraud Task Force for three years, Mr. Khuzami prosecuted numerous complex securities and whitecollar criminal matters, including those involving insider trading, Ponzi schemes, accounting and financial statement fraud, organized crime infiltration of the securities markets, and IPO and investment adviser fraud. Mr. Khuzami most recently served as General Counsel for the Americas at Deutsche Bank AG. "I'm pleased to have Rob join the SEC in such an important role at this crucial time," said Chairman Schapiro. "As we work to improve investor confidence in the markets, our enforcement efforts are vital. Throughout his career, Rob has demonstrated an unwavering commitment to prosecuting wrongdoers and protecting citizens. As a former federal prosecutor, Rob is well-suited to lead the SEC's Division of Enforcement as we continue to crack down on those who would betray the trust of investors." Mr. Khuzami said, "As head of the SEC's Division of Enforcement, the staff and I will relentlessly pursue and bring to justice those whose misconduct infects our markets, corrodes investor confidence and has caused so much financial suffering. I am honored to join Chairman Schapiro, the Commissioners and the dedicated SEC staff in this critical effort." Under Mr. Khuzami's supervision, the Task Force brought numerous noteworthy securities fraud prosecutions. In U.S. v. Lino and related cases, more than 100 defendants were arrested in an undercover sting operation, which constituted the largest simultaneous arrest in a securities fraud case in Department of Justice history. Charges in the cases included racketeering, securities fraud, a scheme to defraud union pension plans, extortion, and the solicitation of murder. The case concerned the publicly traded securities of 19 companies and the private placements of 16 other companies. Those charged included 11 members and associates of all five New York City crime families.

In another case, U.S. v. Bennett, 11 defendants were convicted of running a Ponzi scheme for fraudulently selling more than $1.0 billion worth of equipment leases and related debt instruments to more than 12,000

To: Herr Josef From: Deepak April 20, 2009

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Press Release: Robert Khuzami Named SEC Director of Enforcement; 2009-31; Feb. 19, 2009

investors. Defendant Patrick Bennett was sentenced to 30 years in prison. During his tenure with the Task Force, Mr. Khuzami significantly increased coordination and joint prosecution of securities fraud cases in the New York City area, including among the New York County District Attorney, the U.S. Attorney's Office for the Eastern District of New York, and the New York State Attorney General, as well as the SEC and FINRA. Mr. Khuzami also prosecuted the "Blind Sheik" Omar Ahmed Ali Abdel Rahman in what was then the largest terrorism trial in U.S. history. Following a 10-month trial, 10 defendants were convicted of operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the assassination of Meir Kahane (the founder of the Jewish Defense League), and planning the virtually simultaneous bombing attacks on the FBI's New York Headquarters, the Lincoln and Holland Tunnels and the United Nations Headquarters. Mr. Khuzami also supervised various aspects of the initial investigations in New York following the terrorist attacks of Sept. 11, 2001. Mr. Khuzami has been awarded the Attorney General's Exceptional Service Award (1996), given for "extraordinary courage and voluntary risk of life in performing an act resulting in direct benefits to the Department of Justice or the nation." He also has been awarded the Federal Law Enforcement Foundation's Federal Prosecutor Award (1997), and the Henry L. Stimson Award for Outstanding Public Service (2001). Since 2004, Mr. Khuzami, 52, has been General Counsel for the Americas at Deutsche Bank. In that role, he has supervised more than 100 lawyers supporting the bank's various businesses in the Americas, and has overseen Americas-based litigation and regulatory enforcement actions. From 2002 to 2004, he served as Global Head of Litigation and Regulatory Investigations for the bank. Mr. Khuzami served as a law clerk for the Honorable John R. Gibson of the U.S. Court of Appeals for the Eighth Circuit in Kansas City, Mo. He received his J.D. from the Boston University School of Law, and graduated magna cum laude from the University of Rochester, where he was elected to Phi Beta Kappa. # # #

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To: Herr Josef From: Deepak April 20, 2009

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Deepak claims that even though he did everything he could, we as a company didnt realize (those projects), but actually he did not prepare the proposal for us to consider. Deepaks investment plan phase 1: to buy stock while they are cheap and phase 2: to negotiate () with companies (document Koo11, p.3) is not particularly original. () In order to this it is necessary to choose a company, to decide the volume of the stocks that should be bought, to assess the risk of depreciation of stocks; but Deepak didnt do it. p.15 (5) Deepak claims that his responsibilities were (1) investment into listed and unlisted companies (2) investment into real estate (3) subprime loans (4) building relations within the group, but that is not truth. (A) About listed and unlisted companies Deepak claims that his duty was proposing TOB of JREIT companies {{Im not sure if this is the correct expression in English, but hopefully you know what it means}} , and I guess he refers to the Contrary Project. However, he only performed market and business chance analysis. He did not specify which JREIT company would be the target, how many investment openings (toushi-guchi), how much time it takes, what are the types of risks involved () how much profit can be earned. He didnt make any concrete plans. He didnt do the due diligence for real, only based in the publicly available information. Deepak was supposed to obtain the exclusive (or: private) information (hikoukai jouhou) upon signing the agreement about confidentiality with JREIT companies. Otherwise there would be no way for our company to make a judgment as to whether the stock price of the company in question is lower than its real price or not. Even if we had the information based on which we were able to make the judgement, Deepak did not explain how he would realize the genuine value if he buys only a small number of investment openings. translation)} p.16 (continued) This is because Deepak has not thought carefully about how to actually (toushi-guchi) {(DEEPAK, this part seems very important, but Im afraid my knowledge of the stocks and stuff is not enough to provide you a decent

make JREIT companies unlisted, and how to overcome many obstacles. Deepaks idea management, that some day he will maybe get the fees. He did not take care of the

was that if he buys investment openings at the open market and negotiates with the Companys money or think seriously of finding a catalyst necessary to perform the deal. To summarize, Deepaks proposing TOB of JREIT companies was nothing more than analyzing of the market and business chances; he did not explain the details of the

To: Herr Josef From: Deepak April 20, 2009