Australian Securities and Investments Commission Class Order [Co 99/28] (Cth)

Australian Securities and Investments Commission
Corporations Law — Paragraph 601QA(1)(a) — Variation

Pursuant to paragraph 601QA(1)(a) of the Corporations Law (the Law) the Australian Securities and Investments Commission (the Commission) hereby varies ASIC Class Order 98/55 by inserting the following new paragraph 5(c) of Schedule B:

“(c)    an interest arising from a Secure Look-through Enhanced Customised Transaction Master Agreement (“SELECT Master Agreement”) including the Schedule and the form of the Annexure (as those terms are defined in the SELECT Master Agreement) offered by Deutsche Bank AG ARBN 064 165 162 if Deutsche Bank AG represents to the client in writing prior to the client executing the SELECT Master Agreement and in each Confirmation (as defined in the SELECT Master Agreement) that is issued that:

(i)     the terms of the SELECT Master Agreement do not materially differ from the terms of the agreement that was given to the Commission on 19 September 1997 ( the “standard form agreement”) except for:

(A)      any variation that the Commission has permitted in writing; or

(B)      any variation as a result of:

(I)the deletion of a provision from the agreement or the re-inclusion of a provision in the agreement, in accordance with the express terms of the agreement;

(II)the insertion of the relevant details in the Schedule and the Confirmation in the Annexure;

(III)the variation of the definition of “Authorised Investments” in the Schedule,

other than a variation that extends the categories of Authorised Investments outside the categories in the Schedule to the standard form agreement;

(ii)       Deutsche Bank AG will ensure at the time of purchase of Authorised Investments that the Authorised Investments will be rated at least as Investment Grade Rated Securities as defined in the standard form agreement;

(iii)      any additional terms in paragraph 8 of the Confirmation do not amend the SELECT Master Agreement so that its terms are materially different from the terms of the standard form agreement (the making of representations contemplated by this paragraph (c) do not result in the terms being materially different for this purpose); and

(iv)     Deutsche Bank AG is an Australian bank,

and in relation to which the responsible entity at the time each SELECT Contract (as defined in the standard form agreement) is entered:

(v)      is reasonably satisfied, based only on the creditworthiness of the issuer of the Authorised Investments purchased under a SELECT Contract and the creditworthiness of Deutsche Bank AG and any other relevant person assessed having regard to all the circumstances relevant to the assessment of creditworthiness including any relevant credit rating issued by a ratings agency, that the responsible entity or its agent will at each of the fixed times applying in relation to the SELECT Contract receive the relevant maximum amount it can be entitled to receive as the investor under the SELECT Master Agreement assuming the SELECT Contract is held to maturity; and

(vi)     based on the current circumstances, believes that, if permitted by law, it is likely that it or its agent will hold the SELECT Contract investment until maturity.”

Dated this 19th day of January 1999

Signed by Brendan Bryne

as a delegate of the Australian Securities and Investments Commission.