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A Deutsche Bank unit was fined $750,000 "for failing to disclose a material conflict of interest" when voting in the


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and Compaq Computer merger, the

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Securities and Exchange Commission

said Tuesday.

Deutsche Bank's Asset Management unit agreed to pay the penalty without admitting or denying any wrongdoing.

The SEC said the unit voted proxies for the merger without telling clients that its investment-banking arm was working for HP on the deal.

"If the adviser has a material conflict of interest, it must tell its clients about the conflict before voting, so the clients can decide whether they want to vote the proxies themselves," said Stephen M. Cutler, the SEC's director of the Division of Enforcement.