UNITED STATES OF AMERICA 

Before the 

COMMODITY FUTURES TRADING COMMISSION 

In the Matter of: 

Deutsche Bank AG and Deutsche 

Bank Securities Inc., 

Respondents. 

) 

) 

)

) 

) 

) 

) 

) 

) 

) 

CFTC Docket No. 22-48

ORDER INSTITUTING PROCEEDINGS PURSUANT TO 

SECTION 6(c) AND (d) OF THE COMMODITY EXCHANGE ACT, MAKING 

FINDINGS, AND IMPOSING REMEDIAL SANCTIONS 

I. INTRODUCTION

The Commodity Futures Trading Commission (“Commission”) has reason to believe that 

from at least 2018 to the present (“Relevant Period”), Deutsche Bank AG and Deutsche Bank 

Securities Inc. (collectively, “Deutsche Bank” or “Respondents”) violated, as set forth below, 

Sections 4g, 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Commodity Exchange Act 

(“Act”), 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Commission Regulations 

(“Regulations”) 1.31, 1.35, 23.201(a), 23.202(a)(1) and (b)(1), 23.602(a), and 166.3, 17 C.F.R. §§ 

1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a), 166.3 (2021). Therefore, the Commission 

deems it appropriate and in the public interest that public administrative proceedings be, and 

hereby are, instituted to determine whether Respondents engaged in the violations set forth herein 

and to determine whether any order should be issued imposing remedial sanctions. 

In anticipation of the institution of an administrative proceeding, Respondents have 

submitted an Offer of Settlement (“Offer”), which the Commission has determined to accept. 

Respondents admit the facts set forth in Section II below, acknowledge that their conduct violated 

the Act and Regulations and consent to the entry of this Order Instituting Proceedings Pursuant to 

Section 6(c) and (d) of the Commodity Exchange Act, Making Findings, and Imposing Remedial 

Sanctions (“Order”), and acknowledge service of this Order.1

1

 Respondents agree that the findings of fact and conclusions of law in this Order shall be taken as true and correct and 

be given preclusive effect without further proof in this proceeding and any other proceeding brought by the 

Commission or to which the Commission is a party or claimant, including but not limited to, a proceeding in 

bankruptcy or receivership. Respondents do not consent to the use of the Offer or this Order, or the findings or 

conclusions in this Order, by any other party in any other proceeding. 
2 

II. FINDINGS

The Commission finds the following: 

A. SUMMARY 

The Act and Regulations impose recordkeeping and supervision requirements on 

Commission registrants to ensure that they responsibly discharge their crucial role in our markets. 

Compliance with these requirements is essential to the Commission’s efforts to promote the 

integrity, resilience, and vibrancy of the U.S. derivatives markets through sound regulation. 

During the course of a Commission investigation into certain of Deutsche Bank’s trading, 

Commission staff issued subpoenas to Deutsche Bank for certain communications. Separately, 

Commission staff became aware of Deutsche Bank employee use of unapproved communication 

methods for business conversations. 

In or about March 2022, Commission staff inquired about the use of unapproved 

communication methods by Deutsche Bank employees. Thereafter, Deutsche Bank notified 

Commission staff that the firm was aware of widespread and longstanding use by Deutsche Bank 

employees of unapproved methods to engage in business-related communications. 

The Commission’s subsequent investigation with respect to Deutsche Bank’s employee 

use of unapproved methods of communication revealed that, during the Relevant Period, 

Deutsche Bank employees, including those at senior levels, communicated both internally and 

externally using unapproved methods, including via personal text messages and WhatsApp 

messages. These written communications were sent and received by Deutsche Bank employees 

and included messages related to Deutsche Bank’s businesses as Commission registrants that 

were required to be maintained under Commission-mandated recordkeeping requirements. 

These written communications via unapproved methods generally were not maintained 

and preserved by Deutsche Bank, and Deutsche Bank generally would not have been able to 

furnish the communications promptly to a Commission representative if and when requested. As 

a result, Deutsche Bank violated, as set forth below, Sections 4g, 4s(f)(1)(C), and 4s(g)(1) and (3) 

of the Act, 7 U.S.C. §§ 6g, 6s(f)(1)(C), 6s(g)(1), (3), and Regulations 1.31, 1.35, 23.201(a), and 

23.202(a)(1) and (b)(1), 17 C.F.R. §§ 1.31, 1.35, 23.201(a), 23.202(a)(1), (b)(1) (2021). 

In addition, the widespread use of unauthorized communication methods by Deutsche 

Bank’s employees to conduct firm business violated Deutsche Bank’s own policies and 

procedures, which prohibited such communications. Deutsche Bank did not maintain adequate 

internal controls with respect to the use of unapproved communication methods for businessrelated communications. Indeed, some of the very same supervisory personnel at Deutsche Bank 

responsible for ensuring compliance with Deutsche Bank’s policies and procedures themselves 

utilized unapproved methods of communication to engage in business-related communications, in 

violation of firm policy. Because Deutsche Bank failed to implement a diligent supervisory 

system to ensure compliance with Commission recordkeeping requirements and the firm’s own 

policies and procedures, and because the widespread use of unauthorized communication 

methods resulted in the firm’s failure to maintain Commission-required records, Deutsche Bank 

failed to diligently supervise matters related to its business as a Commission registrant in 
3 

violation of Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), and Regulations 166.3 and 

23.602(a), 17 C.F.R. §§ 166.3, 23.602(a) (2021), as set forth below. 

B. RESPONDENTS 

Deutsche Bank AG is a German global banking and financial services company 

headquartered in Frankfurt, Germany. Deutsche Bank AG has branches in major financial 

centers, including London, New York, and Singapore. Deutsche Bank AG is provisionally 

registered with the Commission as a swap dealer. 

Deutsche Bank Securities Inc. is a Delaware corporation and is registered with the 

Commission as a Futures Commission Merchant (“FCM”) and a Commodity Pool Operator. 

C. FACTS 

During the course of a Commission investigation into certain of Deutsche Bank’s trading, 

Commission staff issued subpoenas to Deutsche Bank for specified communications. Separately, 

Commission staff became aware of Deutsche Bank employee use of unapproved communication 

methods for business conversations. Deutsche Bank did not collect, search, or review those 

messages to assess whether such communications were responsive to the Commission’s 

subpoenas because the messages were sent or received through unapproved communication 

methods on those employees’ personal devices. In or about March 2022, the Commission 

inquired about Deutsche Bank employees communicating via unapproved communication 

methods, including personal text and WhatsApp messages, that were apparently not surveilled 

and maintained by Deutsche Bank. In response to Commission staff’s questions regarding 

Deutsche Bank employees’ use of unapproved communication methods on those employees’ 

personal devices, Deutsche Bank disclosed that it had conducted a review of the use of 

unapproved communications methods by its employees. That review demonstrated that there was 

widespread and longstanding use of unapproved communication methods by employees—

including senior-level employees—to engage in firm business, including relating to trading in 

CFTC regulated derivatives markets. 

Importantly, during the Relevant Period, Deutsche Bank policies and procedures broadly 

prohibited employees from using unapproved communication methods, such as personal text 

messages and WhatsApp, to engage in business-related communications. 

Messages sent through Deutsche Bank-approved communications methods were 

monitored, subject to review, and when appropriate, archived. By contrast, messages sent using 

unapproved communication methods, including personal WhatsApp, email and text messages 

were generally not monitored, subject to review, or archived. 

As a result of Deutsche Bank’s failure to ensure that employees—including supervisors 

and senior-level employees—complied with the firm’s communications policies and procedures, 

Deutsche Bank failed to maintain thousands of business-related communications, including 

communications in connection with its commodities and swaps businesses, and thus failed 

diligently to supervise its businesses as Commission registrants. These supervision failures 

resulted in the widespread use of unapproved methods of communication by many Deutsche 

Bank employees in violation of the firm’s policies and procedures, as well as a widespread failure 
4 

to maintain certain records required to be maintained pursuant to Commission recordkeeping 

requirements. 

A sampling analysis, for example, of the personal devices of thirty-two Deutsche Bank 

employees, including five associated persons of Deutsche Bank’s swap dealer or Futures 

Commission Merchant businesses, illustrates the breadth of Deutsche Bank’s supervision and 

recordkeeping failures. Of those thirty-two employees, who ranged in seniority from junior Vice 

President to Managing Director, the vast majority had violated Deutsche Bank’s communications 

policies and procedures by using personal text message and other unapproved methods to 

communicate with coworkers and market participants. Further, those employees’ 

communications revealed that hundreds more Deutsche Bank employees (including numerous 

managing directors and senior supervisors) conducted firm business via unapproved methods 

(including in thousands of text and WhatsApp messages). 

As a result of its review, Deutsche Bank also identified that in two instances, employees 

found to have engaged in business-related communications using unapproved methods were 

previously identified as persons with communications potentially responsive to prior Commission 

subpoenas. However, because Deutsche Bank had not collected, or maintained, its employees’ 

messages over unapproved channels on personal devices, Deutsche Bank had not previously 

collected or reviewed potentially relevant communications from these employees for 

responsiveness to the Commission’s subpoenas. 

The Commission’s investigation concluded that certain of the communications by 

Deutsche Bank employees using unapproved communication methods constituted records that 

were required to be kept pursuant to Commission recordkeeping requirements, but were not 

preserved and maintained by Deutsche Bank. Commission staff informed Deutsche Bank that 

staff obtained communications from a third party that reflected Deutsche Bank employee use of 

unapproved communication methods for business conversations. 

Deutsche Bank’s recordkeeping and supervision failures were firm-wide and involved 

employees at all levels of authority. Moreover, employees’ use of unapproved communication 

methods was not hidden within the firm. To the contrary, certain supervisors—the very people 

responsible for supervising employees to prevent this misconduct—routinely communicated using 

unapproved methods on their personal devices. In fact, managing directors and senior supervisors 

responsible for implementing Deutsche Bank’s policies and procedures, and for overseeing 

employees’ compliance with those policies and procedures, themselves failed to comply with firm 

policies by communicating using unapproved methods on their personal devices about the firm’s 

Commission-regulated businesses. 

III. LEGAL DISCUSSION

A. Deutsche Bank AG’s Failure to Maintain Required Records in Violation of Sections 

4s(f)(1)(C) and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) 

and (b)(1)

Section 4s(f)(1)(C) of the Act obligates swap dealers to keep “books and records of all 

activities related to its business as a swap dealer . . . in such form and manner and for such period 

as may be prescribed by the Commission by rule or regulation” and those books and records 
5 

must be kept “open to inspection and examination by any representative of the Commission.” 7 

U.S.C. § 6s(f)(1)(C); see also Section 4s(g)(1) and (3) of the Act, 7 U.S.C. § 6s(g)(1), (3) 

(requiring swap dealers to keep daily trading and counterparty records). These statutes are 

implemented, among other places, at Regulations 23.201(a) and 23.202(a)(1) and (b)(1), 17 

C.F.R. §§ 23.201(a), 23.202(a)(1), (b)(1) (2021). 

Regulation 23.201(a) obligates a swap dealer to “keep full, complete, and systematic 

records, together with all pertinent data and memoranda, of all its swaps activities,” including 

“[r]ecords of each transaction, including all documents on which transaction information is 

originally recorded.” Regulation 23.202(a)(1) and (b)(1) requires, in relevant part, every swap 

dealer to keep daily trading records of all swaps and related cash and forward transactions it 

executes including, specifically, a record of oral and written communications provided or 

received concerning quotes, solicitations, bids, offers, instructions, trading, and prices that led to 

the execution of a swap transaction or the conclusion of a related cash or forward transaction. 

During the Relevant Period, as a result of the widespread employee use of unapproved 

communication methods, Deutsche Bank AG failed to maintain Commission-required transaction 

records and pre-execution communications. By this conduct, Deutsche Bank AG violated 

Sections 4s(f)(1)(C) and 4s(g)(1) and (3) of the Act and Regulations 23.201(a) and 23.202(a)(1) 

and (b)(1). 

B. Deutsche Bank Securities Inc.’s Failure to Keep Required Records in Violation of 

Section 4g of the Act and Regulation 1.35

Section 4g of the Act requires FCMs and other registrants to create and keep books and 

records pertaining to transactions and positions in such form and manner and for such period as 

may be required by the Commission. 7 U.S.C. § 6g. Regulation 1.35(a)(1), 17 C.F.R. § 

1.35(a)(1) (2021), sets forth some of the books and records that are required to be created and 

maintained by FCMs. Specifically, an FCM must: 

(i) Keep full, complete, and systematic records . . . of all transactions relating to its business 

of dealing in commodity interests . . . which shall include all orders (filled, unfilled, or 

canceled), . . . and all other records, which have been prepared in the course of its business 

of dealing in commodity interests . . . . 

*** 

(iii) Keep all oral and written communications provided or received concerning quotes, 

solicitations, bids, offers, instructions, trading, and prices that lead to the execution of a 

transaction in a commodity interest . . . whether transmitted by telephone, voicemail, 

facsimile, instant messaging, chat rooms, electronic mail, mobile device, or other digital or 

electronic media . . . . 

With the exception of pre-trade communications, all such records are required to be “kept in a 

form and manner that allows for the identification of a particular transaction.” Regulation 

1.35(a)(5), 17 C.F.R. § 1.35(a)(5) (2021). 

As a result of the widespread use of unapproved methods of communication by firm 

employees, which communications were not preserved and maintained, Deutsche Bank Securities 
6 

Inc. failed to keep full, complete, and systematic records of all transactions relating to its business 

of dealing in commodity interests, in violation of Section 4g of the Act and Regulation 1.35. 

C. Deutsche Bank AG and Deutsche Bank Securities Inc.’s Failure to Keep Records in 

Required Manner in Violation of Regulation 1.31

Regulation 1.31(b)(4), 17 C.F.R. § 1.31(b)(4) (2021), requires that registrants keep all 

books and records that are required to be maintained under the Act and Regulations in such 

manner as to make them “readily accessible” for a period of two years for paper records and for 

the duration of the retention period for electronic records. Upon request of the Commission, all of 

these documents are required to be “promptly” produced. Regulation 1.31(d), 17 C.F.R. § 

1.31(d) (2021). Regulation 23.203(b)(1), 17 C.F.R. § 23.203(b)(1) (2021), requires that records 

required to be kept pursuant to Part 23 of the Regulations, be kept in accordance with Regulation 

1.31, 17 C.F.R. § 1.31 (2021). 

By failing to keep all Commission-required records in such a manner as to make them 

“readily accessible,” Deutsche Bank violated Regulation 1.31. 

D. Deutsche Bank AG’s Failure to Supervise Diligently in Violation of Section 4s(h)(1)(B) 

of the Act and Regulation 23.602(a)

Section 4s(h)(1)(B) of the Act, 7 U.S.C. § 6s(h)(1)(B), requires “diligent supervision of 

the business of the registered swap dealer[.]” Regulation 23.602(a) requires that each swap 

dealer “shall establish and maintain a system to supervise, and shall diligently supervise, all 

activities relating to its business performed by its partners, members, officers, employees, and 

agents (or persons occupying a similar status or performing a similar function).” 17 C.F.R. § 

23.602(a) (2021). The operative language of Regulation 23.602(a) is similar to the language of 

the Commission’s longstanding supervision regulation for futures and options, Regulation 166.3, 

17 C.F.R. § 166.3 (2021). 

Under Regulation 23.602(a), a violation is demonstrated by showing either that: (1) the 

registrant’s supervisory system was generally inadequate; or (2) the registrant failed to perform 

its supervisory duties diligently. See In re JPMorgan Chase Bank, N.A., CFTC No. 22-07, 2021 

WL 6098347, at *6 (Dec. 17, 2021) (consent order); see also In re Commerzbank AG, CFTC No. 

19-03, 2018 WL 5921385, at *10-11 (Nov. 8, 2018) (consent order) (noting textual similarities 

between Regulation 23.602 and Regulation 166.3, applying case law concerning Regulation 

166.3, and citing In re Murlas Commodities, Inc., CFTC No. 85-29, 1995 WL 523563, at *9 

(Sept. 1, 1995), and In re Paragon Futures Assoc., CFTC No. 88-18, 1992 WL 74261, at *14 

(Apr. 1, 1992)); In re INTL FCStone Markets, LLC, CFTC No. 15-27, 2015 WL 4980321, at *3 

(Aug. 19, 2015) (consent order) (same). Either showing “alone is sufficient to establish a 

violation of the supervision requirement.” Commerzbank, 2018 WL 5921385, at *10 

(interpreting Regulation 23.602 in light of Regulation 166.3 precedents). No evidence of an 

underlying violation is necessary. In re Collins, CFTC No. 94-13, 1997 WL 761927, at *10 

(Dec. 10, 1997) (interpreting Regulation 166.3). Evidence of violations that “‘should be detected 

by a diligent system of supervision, either because of the nature of the violations or because the 

violations have occurred repeatedly,’ is probative of a failure to supervise.” See In re Bank of 

Nova Scotia, CFTC No. 20-26, 2020 WL 4926053, at *10 (Aug. 19, 2020) (consent order) 
7 

(quoting In re Société Générale Int’l Ltd., CFTC No. 19-38, 2009 WL 4915485, at *7 (Sept. 30, 

2019) (consent order)). 

Deutsche Bank AG failed to supervise its swap dealer business activities diligently during 

the Relevant Period. Deutsche Bank AG failed to maintain an adequate supervisory system to 

ensure that employees did not utilize unapproved methods to engage in communications relating 

to firm business, including the swap dealer business. Deutsche Bank AG’s failure to supervise is 

demonstrated by its failure to detect, prevent, and remediate repeated violations of the 

Commission’s recordkeeping requirements and firm policies and procedures. Supervisory 

personnel failed to ensure that employees complied with Deutsche Bank AG’s Commission 

recordkeeping obligations and firm communications policies and, in some instances, themselves 

violated the policies. These supervision failures also resulted in the failure to keep and maintain 

Commission-required records and the failure to maintain the records in such a manner as to make 

them readily available. By this conduct, Deutsche Bank AG failed to supervise diligently its 

officers, employees, and agents, in violation of Section 4s(h)(1)(B) of the Act and Regulation 

23.602(a). 

E. Deutsche Bank Securities Inc.’s Failure to Diligently Supervise in Violation of 

Regulation 166.3

Regulation 166.3 states: 

Each Commission registrant, except an associated person who has no supervisory duties, 

must diligently supervise the handling by its partners, officers, employees and agents (or persons 

occupying a similar status or performing a similar function) of all commodity interest accounts 

carried, operated, advised or introduced by the registrant and all other activities of its partners, 

officers, employees and agents (or persons occupying a similar status or performing a similar 

function) relating to its business as a Commission registrant. 17 C.F.R. § 166.3 (2021). 

A violation under Regulation 166.3 is an independent violation for which no underlying 

violation is necessary. See Collins, 1997 WL 761927, at *10. A violation of Regulation 166.3 is 

demonstrated by showing either that: (1) the registrant’s supervisory system was generally 

inadequate; or (2) the registrant failed to perform its supervisory duties diligently. Murlas 

Commodities, Inc., 1995 WL 523563, at *9; Sansom Refining Co. v. Drexel Burnham Lambert, 

Inc., CFTC No. 82-R448, 1990 WL 282783, at *11 (Feb. 16, 1990) (noting that, under 

Regulation 166.3, registrants have “duty to develop procedures for the detection and deterrence 

of possible wrongdoing by [their] agents” (internal quotation omitted)); In re GNP Commodities, 

Inc., CFTC No. 89-1, 1992 WL 201158, at *17-19 (Aug. 11, 1992) (providing that, even if an 

adequate supervisory system is in place, Regulation 166.3 can still be violated if the supervisory 

system is not diligently administered); see also In re Rosenthall Collins Grp., LLC, CFTC No. 

12-18, 2012 WL 1242406, at *6 (Apr. 12, 2012) (consent order) (respondent failed to perform 

supervisory duties diligently by not following its compliance procedures that were in place). 

Evidence of violations that “should be detected by a diligent system of supervision, either 

because of the nature of the violations or because the violations have occurred repeatedly” is 

probative of a failure to diligently supervise. In re Paragon Futures Assoc., CFTC No. 88-18, 

1992 WL 74261, at *14 (Apr. 1, 1992) (“The focus of any proceeding to determine whether Rule 

166.3 has been violated will be on whether [a] review [has] occurred and, if it did, whether it was 

‘diligent.’”). 
8 

Deutsche Bank Securities Inc. failed to supervise its business as a Commission registrant 

by failing to maintain adequate supervisory systems to ensure that employees complied with 

Deutsche Bank Securities Inc.’s Commission recordkeeping requirements and firm policies and 

procedures that prohibited business-related communications on unapproved methods of 

communication. The inadequacy of Deutsche Bank Securities Inc.’s supervisory systems is 

demonstrated by the longstanding and repeated violations of Deutsche Bank Securities Inc.’s 

Commission recordkeeping obligations and firm policies and procedures and the fact that the 

supervisory failures resulted in the repeated failure to maintain Commission-required records, to 

ensure that the required records were readily accessible, and that the records could be promptly 

produced upon request. By this conduct, Deutsche Bank Securities Inc. failed to supervise 

diligently its officers, employees, and agents in violation of Regulation 166.3. 

IV. FINDINGS OF VIOLATIONS

Based on the foregoing, the Commission finds that, during the Relevant Period, Deutsche 

Bank AG violated Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 

6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 23.202(a)(1) and (b)(1), 

and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 23.202(a)(1), (b)(1), 23.602(a) (2021); and Deutsche 

Bank Securities Inc. violated Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 1.31, 1.35 and 

166.3, 17 C.F.R. §§ 1.31, 1.35, 166.3 (2021). 

V. OFFER OF SETTLEMENT

Respondents have submitted the Offer in which they: 

A. Acknowledge service of this Order; 

B. Admit the facts described in Section II above and acknowledge that their conduct 

violated the Act and Regulations; 

C. Admit the jurisdiction of the Commission with respect to all matters set forth in this 

Order and for any action or proceeding brought or authorized by the Commission 

based on violation of or enforcement of this Order; 

D. Waive: 

1. The filing and service of a complaint and notice of hearing; 

2. A hearing; 

3. All post-hearing procedures; 

4. Judicial review by any court; 

5. Any and all objections to the participation by any member of the 

Commission’s staff in the Commission’s consideration of the Offer; 

6. Any and all claims that they may possess under the Equal Access to Justice 

Act, 5 U.S.C. § 504, and 28 U.S.C. § 2412, and/or the rules promulgated by 
9 

the Commission in conformity therewith, Part 148 of the Regulations, 17 

C.F.R. pt. 148 (2021), relating to, or arising from, this proceeding; 

7. Any and all claims that they may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, §§ 

201–253, 110 Stat. 847, 857–74 (codified as amended at 28 U.S.C. § 2412 

and in scattered sections of 5 U.S.C. and 15 U.S.C.), relating to, or arising 

from, this proceeding; and 

8. Any claims of Double Jeopardy based on the institution of this proceeding or 

the entry in this proceeding of any order imposing a civil monetary penalty 

or any other relief, including this Order; 

E. Stipulate that the record basis on which this Order is entered shall consist solely of 

the findings contained in this Order to which Respondents have consented in the 

Offer; 

F. Consent, solely on the basis of the Offer, to the Commission’s entry of this Order 

that: 

1. Makes findings by the Commission that Deutsche Bank AG violated 

Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. §§ 

6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 

23.202(a)(1) and (b)(1), and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 

23.202(a)(1), (b)(1), 23.602(a) (2021); and Deutsche Bank Securities Inc. 

violated Section 4g of the Act, 7 U.S.C. § 6g, and Regulations 1.31, 1.35, and 

166.3, 17 C.F.R. §§ 1.31, 1.35, 166.3 (2021); 

2. Orders Deutsche Bank AG to cease and desist from violating Sections 

4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, and Regulations 

1.31, 23.201(a), 23.202(a)(1) and (b)(1), and 23.602(a); and Deutsche Bank 

Securities Inc. to cease and desist from violating Section 4g of the Act and 

Regulations 1.31, 1.35, and 166.3; 

3. Orders Respondents to pay, jointly and severally, a civil monetary penalty in 

the amount of seventy-five million US dollars ($75,000,000), plus postjudgment interest within fourteen days of the date of entry of this Order; and 

4. Orders Respondents and their successors and assigns to comply with the 

conditions and undertakings consented to in the Offer and as set forth in Part 

VI of this Order; and 

G. Represent that Respondents have engaged in a review of certain recordkeeping 

failures and begun a program of remediation, including forming a Task Force of 

Management Board members and senior control function staff to coordinate 

remediation efforts; retaining a consultant to advise on enhancements to the firm’s 

existing controls; and making significant investments in new technologies to 

facilitate compliant communications. 
10 

Upon consideration, the Commission has determined to accept the Offer. 

VI. ORDER

Accordingly, IT IS HEREBY ORDERED THAT: 

A. Deutsche Bank AG and its successors and assigns shall cease and desist from 

violating Sections 4s(f)(1)(C), 4s(g)(1) and (3), and 4s(h)(1)(B) of the Act, 7 U.S.C. 

§§ 6s(f)(1)(C), 6s(g)(1), (3), 6s(h)(1)(B), and Regulations 1.31, 23.201(a), 

23.202(a)(1) and (b)(1), and 23.602(a), 17 C.F.R. §§ 1.31, 23.201(a), 23.202(a)(1), 

(b)(1), 23.602(a) (2021); and Deutsche Bank Securities Inc. and its successors and 

assigns shall cease and desist from violating Section 4g of the Act, 7 U.S.C. § 6g, 

and Regulations 1.31, 1.35, and 166.3, 17 C.F.R. §§ 1.31, 1.35, 166.3 (2021). 

B. Respondents shall pay, jointly and severally, a civil monetary penalty in the amount 

of seventy-five million US dollars ($75,000,000) (“CMP Obligation”), within 

fourteen days of the date of the entry of this Order. If the CMP Obligation is not 

paid in full within fourteen days of the date of entry of this Order, then postjudgment interest shall accrue on the CMP Obligation beginning on the date of entry 

of this Order and shall be determined by using the Treasury Bill rate prevailing on 

the date of entry of this Order pursuant to 28 U.S.C. § 1961. 

Respondents shall pay the CMP Obligation and any post-judgment interest by 

electronic funds transfer, U.S. postal money order, certified check, bank cashier’s 

check, or bank money order. If payment is to be made other than by electronic 

funds transfer, then the payment shall be made payable to the Commodity Futures 

Trading Commission and sent to the address below: 

MMAC/ESC/AMK326 

Commodity Futures Trading Commission 

6500 S. MacArthur Blvd. 

HQ Room 266 

Oklahoma City, OK 73169 

9-AMC-AR-CFTC@faa.gov 

If payment is to be made by electronic funds transfer, Deutsche Bank shall contact 

Tonia King or her successor at the above email address to receive payment 

instructions and shall fully comply with those instructions. Respondents shall 

accompany payment of the CMP Obligation with a cover letter that identifies the 

paying Respondent(s) and the name and docket number of this proceeding. The 

paying Respondent(s) shall simultaneously transmit copies of the cover letter and the 

form of payment to the Chief Financial Officer, Commodity Futures Trading 

Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 

20581; 

C. Respondents and their successors and assigns shall comply with the following 

conditions and undertakings set forth in the Offer: 
11 

1. Deutsche Bank shall conduct: 

a. A comprehensive review of Deutsche Bank’s supervisory, 

compliance, and other policies and procedures designed to ensure that 

Deutsche Bank’s electronic communications, including those found 

on personal electronic devices, including without limitation, cellular 

phones (“Personal Devices”), are preserved in accordance with the 

requirements of the Act, the Regulations, and Deutsche Bank’s 

policies and procedures. 

b. A comprehensive review of training conducted by Deutsche Bank to 

ensure personnel are complying with the requirements regarding the 

preservation of electronic communications, including those found on 

Personal Devices, in accordance with the requirements of the Act and 

the Regulations, and Deutsche Bank’s policies and procedures, 

including by ensuring that Deutsche Bank personnel certify in writing 

on a quarterly basis that they are complying with preservation 

requirements. 

c. An assessment of the surveillance program measures implemented by 

Deutsche Bank to ensure compliance, on an ongoing basis, with the 

requirements found in the Act, the Regulations, and Deutsche Bank’s 

policies and procedures to preserve electronic communications, 

including those found on Personal Devices. 

d. An assessment of the technological solutions that Deutsche Bank has 

begun implementing to meet the record retention requirements of the 

Act, the Regulations, and Deutsche Bank’s policies and procedures, 

including an assessment of the likelihood that Deutsche Bank 

personnel will use the technological solutions going forward and a 

review of the measures employed by Deutsche Bank to track 

employee usage of new technological solutions. 

e. An assessment of the measures used by Deutsche Bank to prevent the 

use of unauthorized communications methods for business 

communications by employees. This assessment should include, but 

not be limited to, a review of the firm’s policies and procedures to 

ascertain if they provide for any significant technology and/or 

behavioral restrictions that help prevent the risk of the use of 

unapproved communications methods on Personal Devices (e.g., 

trading floor restrictions). 

f. A review of Deutsche Bank’s electronic communications surveillance 

routines to ensure that electronic communications through approved 

communications methods found on Personal Devices are 

incorporated into Deutsche Bank’s overall communications 

surveillance program. 
12 

g. A comprehensive review of the framework adopted by Deutsche 

Bank to address instances of non-compliance by Deutsche Bank 

employees with Deutsche Bank’s policies and procedures concerning 

the use of Personal Devices to communicate about Deutsche Bank 

business in the past. This review shall include a survey of how 

Deutsche Bank determined which employees failed to comply with 

Deutsche Bank policies and procedures, the corrective action carried 

out, an evaluation of who violated policies and why, what penalties 

were imposed, and whether penalties were handed out consistently 

across business lines and seniority levels. 

2. Written Report of Findings: 

a. Within forty-five (45) days after completion of the review set forth in 

sub-paragraphs 1.a. through 1.g. above, Deutsche Bank shall submit a 

detailed written report of its findings to the Commission staff (the 

“Report”). The Report shall include a description of the review 

performed, the names of the individuals who performed the review, 

the conclusions reached, and a summary of the plan for implementing 

the recommended changes in or improvements to Deutsche Bank’s 

policies and procedures. 

b. Deutsche Bank shall adopt all recommendations contained in the 

Report within one hundred and thirty-five (135) days of the date of 

the Report. 

c. The Report will likely include confidential financial, proprietary, 

competitive business or commercial information. Public disclosure 

of the reports could discourage cooperation, impede pending or 

potential government investigations or undermine the objectives of 

the reporting requirement. For these reasons, among others, the 

reports and the contents thereof are intended to remain and shall 

remain non-public, except: (1) pursuant to court order; (2) as agreed 

to by the parties in writing; (3) to the extent that the Commission 

determines in its sole discretion that disclosure would be in 

furtherance of the Commission’s discharge of its duties and 

responsibilities; or (4) is otherwise required by law. 

3. One-Year Evaluation: Deutsche Bank shall assess its program for the 

preservation, as required under the Act, Regulations, and Deutsche Bank’s 

policies and procedures, of electronic communications, including those 

found on Personal Devices, commencing one year after submitting the 

Report required by Paragraph 2.a. above. Deutsche Bank shall require this 

review to evaluate Deutsche Bank’s progress in the areas described in 

Paragraph 1.a. through 1.g. above. After this review, Deutsche Bank shall 

submit a report (the “One Year Report”) to the Commission staff and shall 

ensure that the One Year Report includes an updated assessment of Deutsche 

Bank’s policies and procedures with regard to the preservation of electronic 
13 

communications (including those found on Personal Devices), training, 

surveillance programs, and technological solutions implemented in the prior 

year period. 

4. Reporting Discipline Imposed: For two years following the entry of this 

Order, Deutsche Bank shall notify the Commission staff as follows upon the 

imposition of any discipline imposed by Deutsche Bank, including, but not 

limited to, written warnings, loss of any pay, bonus, or incentive 

compensation, or the termination of employment, with respect to any 

employee found to have violated Deutsche Bank’s policies and procedures 

concerning the preservation of electronic communications, including those 

found on Personal Devices: (1) at least 48 hours before the filing of a Form 

8-T; or (2) within ten (10) days of the imposition of other discipline. 

5. Recordkeeping: Deutsche Bank shall preserve, for a period of not less than 

six (6) years from the end of the fiscal year last used, the first two (2) years 

in an easily accessible place, any record of compliance with these 

undertakings. 

6. Public Statements: Respondents agree that neither they nor any of their 

successors and assigns, agents or employees under their authority or control 

shall take any action or make any public statement denying, directly or 

indirectly, any findings or conclusions in this Order or creating, or tending to 

create, the impression that this Order is without a factual basis; provided, 

however, that nothing in this provision shall affect Respondents’: (1) 

testimonial obligations; or (2) right to take legal positions in other 

proceedings to which the Commission is not a party. Respondents and their 

successors and assigns shall comply with this agreement, and shall undertake 

all steps necessary to ensure that all of their agents and/or employees under 

their authority or control understand and comply with this agreement. 

7. Cooperation, in General: Respondents shall cooperate fully and 

expeditiously with the Commission, including the Commission’s Division of 

Enforcement, in this action, and in any current or future Commission 

investigation or action related thereto. Respondents shall also cooperate in 

any investigation, civil litigation, or administrative matter related to, or 

arising from, the subject matter of this action. 

8. Partial Satisfaction: Respondents understand and agree that any acceptance 

by the Commission of any partial payment of Respondents’ CMP Obligation 

shall not be deemed a waiver of their obligation to make further payments 

pursuant to this Order, or a waiver of the Commission’s right to seek to 

compel payment of any remaining balance. 

9. Deadlines: For good cause shown, Division staff may extend any of the 

procedural dates relating to the undertakings. Unless otherwise specified, 

deadlines for procedural dates shall be counted in calendar days, except that 
if the last day falls on a weekend or federal holiday, the next business day 

shall be considered to be the last day. 

10. Change of Address/Phone: Until such time as Respondents satisfy in full 

their CMP Obligation as set forth in this Order, Respondents shall provide 

written notice to the Commission by certified mail of any change to their 

telephone numbers and mailing addresses within ten calendar days of the 

change. 

The provisions of this Order shall be effective as of this date. 

By the Commission. 

Christopher 

~t~ J. Kirkpatrick 

Secretary of the Commission 

Commodity Futures Trading Commission 

Dated: September 27, 2022 

14