As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 33 -
811 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
and
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. [ ]
DEUTSCHE FAMILY OF FUNDS, INC.
(Exact name of Registrant as specified in charter)
2nd Federated Square, Pittsburgh, PA 15222
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (800) 245-5000
BRIAN LEE Copy to: JOHN T. BOSTELMAN, ESQ.
Deutsche Fund Management, Inc. Sullivan & Cromwell
31 West 52nd Street 125 Broad Street
New York, New York 10019 New York, New York 10004
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement. It is proposed that this filing
will become effective (check appropriate box):
[ ] immediately upon filing pursuant to pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a) (i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
The Registrant elects, pursuant to Rule 24f-2 of the Investment Company
Act General Rules and Regulations, to register an indefinite number of shares of
its capital stock.
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The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
The prospectus contained in this Registration Statement relates to five
funds (the Deutsche European Mid-Cap Fund, the Deutsche German Equity Fund, the
Deutsche Japanese Equity Fund, the Deutsche Global Bond Fund and the Deutsche
German Bond Fund). It is contemplated that a separate prospectus covering four
additional funds (the Deutsche Top 50 World, the Deutsche Top 50 Europe, the
Deutsche Top 50 Asia and the Deutsche Top 50 US) will be added by amendment. Its
disclosures will substantially overlap those of the enclosed prospectus. The
enclosed statement of additional information relates to all nine such Funds.
<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 404(c))
N-1A Item No. Location
Part A
Item 1. Cover Page . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . Expense Summary
Item 3. Condensed Financial Information. . . . . . Not Applicable
Item 4. General Description of Registrant. . . . . Investment Objectives
Policies and
Restrictions;
Investing in the Funds
Item 5. Management of the Fund . . . . . . . . . . Management of the
Corporation and the
Portfolio Trust;
Expense Summary
Item 5A. Management's Description of Fund
Performance . . . . . . . . . . . . . . Not Applicable
Item 6. Capital Stock and Other Securities . . . . Investing in the Funds
Item 7. Purchase of Securities Being Offered . . . Purchase of Shares;
Special Purchase
Features
Item 8. Redemption or Repurchase . . . . . . . . . Redemption of Shares;
Exchange Privileges;
Special Redemption
Features; Contingent
Deferred Sales Charge
Item 9. Pending Legal Proceedings. ... . . . . . . Not Applicable
Part B
Item 10. Cover Page . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents. . . . . . . . . . . . . Table of Contents
Item 12. General Information and History. . . . . . Not Applicable
Item 13. Investment Objectives and Policies . . . . Investment Objectives
and Policies;
Investment
Restrictions
Item 14. Management of the Fund . . . . . . . . . . Directors, Trustees and
Officers; Manager;
Administrator; Off-
Shore Agent, Service
Agent; Distributor
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . Directors, Trustees and
Officers
Item 16. Investment Advisory and Other Services . . Adviser; Administrator;
Off-Shore Agent;
Distributor;
Servicing Agent
Item 17. Brokerage Allocation and Other Practices . Portfolio Transactions
Item 18. Capital Stock and Other Securities . . . . Description of Shares
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered. . . . . . . . Purchase of Shares;
Redemption of Shares;
Net Asset Value;
Redemption in Kind
Item 20. Tax Status . . . . . . . . . . . . . . . . Federal Taxes
Item 21. Underwriters . . . . . . . . . . . . . . . Administrator;
Distributor; Purchase
of Shares
Item 22. Calculation of Performance Data . . . . . Computation of
Performance
Item 23. Financial Statements . . . . . . . . . . . Financial Statements
Part C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
<PAGE>
PROSPECTUS
DEUTSCHE EUROPEAN MID-CAP FUND
DEUTSCHE GERMAN EQUITY FUND
DEUTSCHE JAPANESE EQUITY FUND
DEUTSCHE GLOBAL BOND FUND
DEUTSCHE GERMAN BOND FUND
CLASS A AND CLASS B SHARES
2ND FEDERATED SQUARE
PITTSBURGH, PA 15222
FOR INFORMATION CALL (800) [#]
This prospectus relates to the Deutsche European Mid-Cap Fund ("European
Mid- Cap Fund"), Deutsche German Equity Fund ("German Equity Fund") and Deutsche
Japanese Equity Fund ("Japanese Equity Fund")(collectively, the "Equity Funds")
and Deutsche Global Bond Fund ("Global Bond Fund") and Deutsche German Bond Fund
("German Bond Fund")(collectively, the "Bond Funds"). The Equity Funds and the
Bond Funds are referred to herein individually, as a "Fund" and collectively, as
the "Funds." Each Fund is a non-diversified series of the Deutsche Family of
Funds, Inc., an open-end management investment company organized as a Maryland
corporation (the "Corporation"). The investment objective of European Mid-Cap
Fund and the German Equity Fund is to achieve the highest possible capital
growth and, at the same time, reasonable yearly dividends. The investment
objective of Japanese Equity Fund is to achieve the highest possible capital
growth. The investment objective of the Bond Funds is to achieve steady, high
income.
UNLIKE OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIO OF SECURITIES, EACH FUND SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN A CORRESPONDING NON-DIVERSIFIED OPEN-
END MANAGEMENT INVESTMENT COMPANY (EACH, A "PORTFOLIO" AND COLLECTIVELY, THE
"PORTFOLIOS"). EACH PORTFOLIO IS A SERIES OF THE DEUTSCHE PORTFOLIOS (THE
"PORTFOLIO TRUST") AND HAS THE SAME INVESTMENT OBJECTIVE AS ITS CORRESPONDING
FUND. EACH FUND INVESTS IN ITS CORRESPONDING PORTFOLIO THROUGH THE HUB AND
SPOKE(R) MASTER-FEEDER INVESTMENT FUND STRUCTURE. "HUB AND SPOKE" IS A
REGISTERED SERVICE MARK OF SIGNATURE FINANCIAL GROUP, INC.
Each Portfolio is managed by Deutsche Fund Management, Inc. ("DFM"), a
registered investment adviser and an indirect subsidiary of Deutsche Bank AG, a
major global financial institution.
This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing and it should be retained
for future reference. Additional information about the Funds has been filed with
the Securities and Exchange Commission in a Statement of Additional Information
dated [DATE], 1997 (as supplemented from time to time). This information is
incorporated herein by reference and is available without charge upon written
request from the Funds' Distributor, Edgewood Services, Inc. ("Edgewood" or the
"Distributor"), Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779,
Attention: Deutsche Family of Funds, Inc., or by calling (800) [#].
INVESTMENTS IN THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, DEUTSCHE BANK AG OR ANY OTHER BANK. SHARES OF THE FUNDS ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN CLASS A SHARES
OR CLASS B SHARES IS SUBJECT TO RISKS THAT MAY CAUSE THE VALUE OF THE INVESTMENT
TO FLUCTUATE, AND WHEN THE INVESTMENT IS REDEEMED, THE VALUE MAY BE HIGHER OR
LOWER THAN THE AMOUNT ORIGINALLY INVESTED BY THE INVESTOR.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS [DATE], 1997.
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<PAGE>
TABLE OF CONTENTS
PAGE
The Funds................................................................
Expense Summary..........................................................
Investment Objectives, Policies and Restrictions.........................
Risk Factors.............................................................
Management of the Corporation and the Portfolio Trust....................
Investing in the Funds...................................................
Purchase of Shares.......................................................
Special Purchase Features................................................
Exchange Privileges......................................................
Redemption of Shares.....................................................
Special Redemption Features..............................................
Contingent Deferred Sales Charge.........................................
Dividends and Distributions..............................................
Account and Share Information............................................
Net Asset Value..........................................................
Organization.............................................................
Taxes....................................................................
Additional Information...................................................
Appendix A...............................................................
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<PAGE>
THE FUNDS
Each Fund is a non-diversified, open-end management investment company and
is a series of shares of common stock, par value $0.001 per share of the
Deutsche Family of Funds, Inc., a Maryland corporation incorporated on May 22,
1997 (see "Organization").
Each Fund seeks to achieve its investment objective by investing all of its
investable assets in a corresponding Portfolio that has the same investment
objective as the Fund. The European Mid-Cap Fund invests all of its investable
assets in the Provesta Portfolio (US Dollar); the German Equity Fund invests all
of its investable assets in the Investa Portfolio (US Dollar); the Japanese
Equity Fund invests all of its investable assets in the DWS Japan Portfolio (US
Dollar); the Global Bond Fund invests all of its investable assets in the Inter-
Renta Portfolio (US Dollar); and the German Bond Fund invests all of its
investable assets in the German Bond Portfolio (US Dollar). The Provesta
Portfolio (US Dollar), Investa Portfolio (US Dollar) and DWS Japan Portfolio (US
Dollar) are referred to herein individually, as an "Equity Portfolio" and
collectively as the "Equity Portfolios." The Inter-Renta Portfolio (US Dollar)
and the German Bond Portfolio (US Dollar) are referred to herein individually,
as a "Bond Portfolio" and collectively, as the "Bond Portfolios." The Equity
Portfolios and the Bond Portfolios are referred to herein individually, as a
"Portfolio" and collectively, as the "Portfolios." Each Portfolio is an open-end
management investment company and a series of shares of beneficial interest in
the Deutsche Portfolios, a trust organized under the laws of the State of New
York (see "Organization)".
Shares of the Funds are sold continuously by the Distributor. The Funds
require a minimum initial investment of $5,000. The minimum subsequent
investment is $500 (see "Purchase of Shares"). If a shareholder reduces his or
her investment in a Fund to less than the applicable minimum investment, the
investment is subject to mandatory redemption. See "Account and Share
Information - Accounts with Low Balances."
Proceeds from the sale of shares of each Fund are invested in its
corresponding Portfolio, which then invests its assets in accordance with its
investment objective and policies. DFM is the investment manager of the
Portfolios (the "Manager") and service agent of the Funds ("Service Agent"). DWS
International Portfolio Management GmbH is the investment adviser of the
Portfolios (the "Adviser"). DFM and the Adviser are indirect subsidiaries of
Deutsche Bank AG. Federated Services Company is the administrator of the Funds
and the Portfolios (the "Administrator"). IBT Fund Services (Canada) Inc. ("IBT
(Canada)") is the fund accounting agent of the Funds and the Portfolios ("Fund
Accounting Agent"). Federated Shareholder Services Company is the transfer agent
and dividend disbursing agent of the Funds ("Transfer Agent"). IBT Trust Company
(Cayman) Ltd. ("IBT (Cayman)") is the off-shore servicing agent of the
Portfolios ("Off-Shore Agent"). Investors Bank & Trust Company ("IBT") is the
custodian of the Funds and the Portfolios ("Custodian"). The Board of Directors
of the Corporation and the Board of Trustees of the Portfolio Trust provide
broad supervision over the affairs of the Funds and of the Portfolios,
respectively. The Directors who are not "interested persons" of the Corporation
as defined in the Investment Company Act of 1940, as amended (the "1940
Act")(the "Independent Directors"), are the same as the Trustees who are not
"interested persons" of the Portfolio Trust as defined in the 1940 Act (the
"Independent Trustees"). A majority of the Corporation's Directors and the
Portfolio Trust's Trustees are
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<PAGE>
not affiliated with the Manager or the Adviser. For further information about
the Directors of the Corporation and the Trustees of the Portfolio Trust, see
"Management of the Corporation and the Portfolio Trust" herein and in the
Statement of Additional Information.
EXPENSE SUMMARY
The following table summarizes estimated shareholder transaction and annual
operating expenses of Class A and Class B shares of each Fund and its
corresponding Portfolio. The Directors of the Corporation believe that the
aggregate per share expenses of each Fund and its corresponding Portfolio will
be approximately equal to and may be less than the expenses that the Fund would
incur if it retained the services of an investment adviser and invested its
assets directly in portfolio securities. For more information concerning the
expenses of each Fund and its corresponding Portfolio, see "Management of the
Corporation and the Portfolio Trust."
<TABLE>
<S> <C> <C> <C> <C>
EQUITY FUNDS BOND FUNDS
SHAREHOLDER TRANSACTION EXPENSES CLASS A CLASS B CLASS A CLASS B
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 5.50% None 4.50% None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price) None None None None
Contingent Deferred Sales Charge (as a percentage of
original purchase price or redemption proceeds,
as applicable) 0.00%1 5.00% in 0.00%1 5.00% in
the first year the first year
declining to declining to
1.00% in the 1.00% in the
sixth year and sixth year and
0% thereafter 0% thereafter
Redemption Fees (as a percentage of amount redeemed,
if applicable) None None None None
Exchange Fees None None None None
</TABLE>
1 Class A Shares purchased with proceeds of a redemption of shares of an
unaffiliated investment company purchased or redeemed with a sales charge and
not distributed by Edgewood may be charged a contingent deferred sales charge of
1.00% for redemptions made within one full year of purchase. See "Special
Redemption Features Contingent Deferred Sales Charge."
EXPENSE TABLE
ANNUAL OPERATING EXPENSES
(As a percentage of projected average net assets)
<TABLE>
<S> <C> <C> <C> <C>
EQUITY FUNDS BOND FUNDS
CLASS A CLASS B CLASS A CLASS B
Advisory Fees 0.85% 0.85% 0.85% 0.85%
Rule 12b-1 Fees 0.00% 0.75% 0.00% 0.75%
Other Expenses (after expense
reimbursement) 1.05 0.90 0.65 0.40
Total Operating Expenses 1.95% 2.50% 1.50% 2.00%
==== ==== ==== ====
</TABLE>
EXAMPLE
An investor would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
EQUITY FUNDS BOND FUNDS
CLASS A CLASS B CLASS A CLASS B
1 Year $ 73.71 $ 25.31 $ 59.58 $ 20.30
3 Years $112.85 $ 77.85 $ 90.28 $ 62.75
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<PAGE>
The above expense table is designed to assist investors in understanding
the various estimated direct and indirect costs and expenses that investors in
the Funds would bear. Wire transferred redemptions of less than $5,000 may be
subject to additional fees. The estimated fees and expenses included in "Other
Expenses" are estimated for each Fund's first fiscal year and include (i) the
fees paid to the Transfer Agent, Off-Shore Agent, Fund Accounting Agent, and
Custodian, (ii) organizational expenses, and (iii) other usual and customary
expenses of each Fund and each Portfolio. DFM has agreed that it will reimburse
each Fund through at least [DATE], 1998 to the extent necessary to maintain each
Fund's total operating expenses listed above. Assuming no reimbursement of
expenses and average net assets of $50 million for each Fund's fiscal year,
estimated "Other Expenses" for the European Mid-Cap Fund, German Equity Fund,
Japanese Equity Fund, Global Bond Fund and German Bond Fund would be 0.89%,
0.90%, 0.90%, 0.92% and 0.91%, respectively, and "Total Operating Expenses"
would be 1.80%, 1.79%, 1.80%, 1.72% and 1.71%, respectively, of each Fund's
average daily net assets. For a more detailed description of contractual fee
arrangements, including expense reimbursements, see "Management of the
Corporation and the Portfolio Trust." In connection with the above example,
please note that $1,000 is less than the minimum investment requirement for each
Class of each Fund. See "Purchase of Shares." THE EXAMPLE IS HYPOTHETICAL; IT IS
INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF FUTURE PERFORMANCE; ACTUAL EXPENSES MAY BE MORE OR LESS THAN
THOSE SHOWN.
INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS
Each Fund seeks to achieve its investment objective by investing all its
investable assets in a corresponding Portfolio, an open end management company
that has the same investment objective and investment policies as the Fund.
Since the investment characteristics and experience of each Fund will correspond
directly with those of its corresponding Portfolio, the discussion in this
Prospectus focuses on the investments and investment policies of the Portfolios.
No Fund represents a complete investment program, nor is each Fund suitable for
all investors.
The investment objective of each Fund and its corresponding Portfolio is a
fundamental policy and may be changed only with the approval of the holders of a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
the Fund or the Portfolio, as the case may be. See "Organization". However, the
investment policies as described below which are the same for each Fund and its
corresponding Portfolio are not fundamental and may be changed without such
approval. Additional information about the investment policies of each Fund and
each Portfolio appears in the Statement of Additional Information under
"Investment Objectives and Policies."
EQUITY FUNDS
The investment objective of European Mid-Cap Fund and the German Equity
Fund is to achieve the highest possible capital growth and, at the same time,
reasonable yearly dividends. The investment objective of Japanese Equity Fund is
to achieve the highest possible capital growth.
The investment objective of the Equity Funds is to achieve the highest
possible capital growth and, at the same time, reasonable yearly dividends.
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<PAGE>
The PROVESTA PORTFOLIO (US DOLLAR)("PROVESTA PORTFOLIO") pursues its (and
the European Mid-Cap Fund's) investment objective by investing primarily in the
equity securities of issuers located in European countries, including those
which are member states of the European Union, those which are party to the
Convention on the European Economic Area, Switzerland, Slovakia, Czech Republic,
and Hungary.
The Provesta Portfolio seeks investment in companies which the Adviser
believes may grow at a higher rate than the average of other European companies.
These anticipated higher growth rates may cause the performance of the Fund to
be more volatile than that of other equity funds, and therefore, investors
should consider an investment in the Fund to be subject to more risk and greater
volatility. See "Risk Factors".
Under normal circumstances, at least 65% of the Portfolio's total assets
are invested in European equity securities issued by companies with market
capitalizations of between DM 200 million and DM 25 billion at the time of the
Portfolio's investment (approximately $115 million and approximately $14.5
billion, respectively).
The INVESTA PORTFOLIO (US DOLLAR)("INVESTA PORTFOLIO") pursues its (and
the German Equity Fund's) investment objective by investing primarily in the
equity securities of German and other companies.
Under normal circumstances, at least 65% of the Portfolio's total assets
are invested in equity securities issued by German companies. In pursuing the
Portfolio's objective, the Adviser will emphasize German companies that have
some or all of the following attributes: high market capitalization, large
number of publicly held shares, high trading volume, high liquidity, financial
stability, or a widely known name or product/service.
The DWS JAPAN PORTFOLIO (US DOLLAR)("DWS JAPAN PORTFOLIO") pursues its
(and the Japanese Equity Fund's) investment objective by investing primarily in
the equity securities of Japanese issuers. Under normal circumstances, at least
65% of the Portfolio's total assets are invested in equity securities issued by
Japanese companies, including securities that are guaranteed by a Japanese
company or securities that grant the right to acquire japanese securities.
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FIXED INCOME SECURITIES. Each Equity Portfolio is permitted to invest in
fixed income securities, although it intends to remain invested in equity
securities to the extent practical in light of its objective. The Provesta and
Investa Portfolio's investment in fixed income securities (excluding bank
deposits and money market instruments) will not exceed 20% of the Portfolio's
net assets. The DWS Japan Portfolio's investment in fixed income securities
(excluding bank deposits and money market instruments) will not exceed 30% of
the Portfolio's net assets. For purposes of each Portfolio's investments,
convertible bonds and bonds with warrants would be considered equities, not
fixed income securities.
BOND FUNDS
The investment objective of the Bond Funds is to achieve steady, high
income.
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<PAGE>
The INTER-RENTA PORTFOLIO (US DOLLAR)("INTER-RENTA PORTFOLIO") pursues its
(and the Global Bond Fund's) investment objective by investing primarily in the
fixed income securities (including convertible bonds and bonds with warrants) of
issuers worldwide.
Equity securities may only be purchased in connection with the conversion
of convertible bonds or the exercise of warrants acquired with bonds.
In selecting investments for the Inter-Renta Portfolio, the Adviser seeks
to take advantage of differing international interest rates and market
situations to achieve a high, steady income over the long-term.
The GERMAN BOND PORTFOLIO (US DOLLAR)("GERMAN BOND PORTFOLIO") pursues its
(and the German Bond Fund's) investment objective by investing primarily in the
fixed income securities of German issuers.
Under normal circumstances, at least 65% of the Portfolio's total assets
are invested in the fixed income securities issued by German companies. The
German Bond Portfolio's investment in equity securities will not exceed 20% of
the Portfolio's net assets.
ALL FUNDS
LISTED SECURITIES. Each Portfolio will invest primarily in listed securities
("Listed Securities"). For purposes of this prospectus Listed Securities are
defined as securities meeting the following requirements: (a) they are listed on
a stock exchange in a member state of the European Union ("Member State") or in
another state which is a party to the Convention on the European Economic Area,
or are included on another regulated market in a Member State or in another
state party to the Convention on the European Economic Area which market is
recognized, open to the public and operates regularly; (b) they are admitted to
the official listing on one of the stock exchanges listed in Appendix A or
included on one of the regulated markets listed in Appendix A; or (c)
application is to be made for admission to official listing on one of the
aforementioned stock exchanges or inclusion in one of the aforementioned
regulated markets and such admission or inclusion is to take place within 12
months of their issue.
UNLISTED SECURITIES AND NOTES. Up to a total of 10% of the net assets of each
Portfolio may be invested in:
(a) securities that are consistent with the Portfolio's investment objective
and policies, which are not admitted to official listing on one of the
stock exchanges or included on one of the regulated markets, described in
above;
(b) interests in loans which are portions of an overall loan granted by a
third party and for which a note has been issued ("Notes"), provided these
Notes can be assigned at least twice after purchase by the Portfolio, and
the Note was issued by:
o the Federal Republic of Germany, a special purpose fund of the Federal
Republic of Germany, a state of the Federal Republic of Germany, the
European Union or a member state of the Organisation for Economic
Cooperation and Development (an "OECD Member"),
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<PAGE>
o another German domestic authority, or a regional government or local
authority of another Member State or another state party to the
Convention on the European Economic Area for which a zero weighting was
notified according to Article 7 of the Council Directive 89/647/EEC of
18 December 1989 on a solvency ratio for credit institutions (Official
Journal EC No.
L386, p. 14),
o other corporate bodies or institutions organized under public law and
registered domestically in Germany or in another Member State or
another state party to the Convention on the European Economic Area,
o other debtors, if guaranteed as to the payment of interest and
repayment of principal by one of the aforementioned bodies, or
o companies which have issued securities which are admitted to the
official listing on a German or other foreign stock exchange.
Notes are subject to the Provesta Portfolio's and Investa Portfolio's
overall 20% limitation on fixed income securities and the DWS Japan Portfolio
overall 30% limitation on fixed income securities. See "Equity Funds" above.
ZERO COUPON OBLIGATIONS. Each Portfolio may also invest in zero coupon
obligations, such as zero coupon bonds. Zero coupon obligations pay no current
interest, and as a result their prices tend to be more volatile than those of
securities that offer regular payments of interest. In order to pay cash
distributions representing income on zero coupon obligations, a Portfolio may
have to sell other securities on unfavorable terms, and these sales may generate
taxable gains for investors in the corresponding Fund.
BANK DEPOSITS AND MONEY MARKET INSTRUMENTS. Each Portfolio may invest in bank
deposits and money market instruments maturing in less than 12 months. These
instruments include credit balances and bank certificates of deposit, discounted
treasury notes and bills issued by the Federal Republic of Germany ("FRG"), the
states of the FRG, the European Union, OECD Members or quasi-governmental
entities for any of the foregoing.
Under normal circumstances each Portfolio will purchase bank deposits and
money market instruments to invest temporary cash balances or to maintain
liquidity to meet redemptions. However, each Portfolio may invest in bank
deposits and money market instruments up to 49% of its net assets, as a measure
taken in the Adviser's judgment during, or in anticipation of, adverse market
conditions. Certificates of deposit from the same credit institution may not
account for more than 10% of a Portfolio's total assets. See "Investment
Objectives and Policies" in the Statement of Additional Information.
INVESTMENT COMPANIES. Up to 5% of the total assets of each Portfolio may be
invested in units of investment companies, provided these units are offered to
the public without limitation on the number of units, the unitholders have the
right to redeem their units, and have investment policies consistent with those
of the Portfolio. Each Portfolio may not own more than 3% of the total
outstanding voting stock of any other investment company. As a shareholder of
another investment company, a Portfolio would bear, along with other
shareholders, its PRO RATA portion of the other investment company's expenses,
including advisory fees.
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<PAGE>
OPTIONS TRANSACTIONS ON SECURITIES. Options transactions may be carried out for
each Portfolio if the securities options are admitted to official listing on a
recognized futures or securities exchange and the options transactions concern
securities that are within the investment objective and policies discussed
above. Each of these instruments is a derivative instrument as its value derives
from the underlying asset. Each Portfolio may use options for hedging and risk
management purposes and may purchase call options and sell put options for
speculation. See "Risk Factors".
By purchasing a put option, a Portfolio obtains the right (but not the
obligation) to sell the instrument underlying the option at a fixed strike
price. In return for this right, the Portfolio pays the current market price for
the option (known as the option premium). The purchaser of a call option obtains
the right to purchase, rather than sell, the instrument underlying the option at
the option's strike price.
Put options on securities may only be purchased if the securities
underlying the option transaction are held by a Portfolio at the time of the
purchase of the put option.
When a Portfolio writes a put option, it takes the opposite side of the
transaction from the option's purchaser. In return for receipt of the premium,
the Portfolio assumes the obligation to pay the strike price for the instrument
underlying the option if the other party to the option chooses to exercise it.
Writing a call option obligates a Portfolio to sell or deliver the
option's underlying instrument in return for the strike price upon exercise of
the option.
Call options on securities may only be sold if the securities underlying
the option transaction are held by a Portfolio at the time of the sale. These
securities may not be sold during the maturity of the call option and may not be
the subject of a securities loan.
There is no limitation on the value of the options that may be purchased
or written by a Portfolio. However, the strike prices of the securities options,
together with the strike prices of the securities that underlie other securities
options already purchased or granted for the account of each Portfolio, may not
exceed 20% of net assets of the Portfolio. See "Risk Factors." With respect to
the Provesta Portfolio and the Investa Portfolio, the strike prices of fixed
income securities for each Portfolio may not exceed 4% (i.e., 20% of the 20%
investment limitation on fixed income securities). See "Equity Funds - Fixed
Income Securities" above. Options on securities may only be purchased or granted
to a third party to the extent that the strike prices of the underlying
securities of the same issuer, together with the strike prices of securities of
the same issuer that underlie other securities options already purchased by or
granted for the account of a Portfolio, do not exceed 10% of the total assets of
the Portfolio. Options on securities may only be granted to the extent that the
strike prices of the underlying securities of the same issuer, together with the
strike prices of securities of the same issuer that underlie other securities
options rights already granted for the account of a Portfolio, do not exceed 2%
of the total assets of the Portfolio. When an option transaction is offset by a
back-to-back transaction (e.g., where a Portfolio writes a put option on a
security and purchases a put option on the same security having the same
expiration date), these two transaction will not be counted for purposes of the
limits set forth in this paragraph.
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FUTURES CONTRACTS, OPTIONS ON FUTURES AND SECURITIES INDICES AND WARRANTS. Each
Portfolio may purchase and sell stock index futures contracts and interest rate
futures contracts and may purchase options on interest rate futures contracts,
options on securities indices and warrants on futures contracts and stock
indices. A Portfolio will engage in transactions in such instruments only if
they are admitted to official listing on a recognized futures or securities
exchange and meet certain other requirements stated below. A Portfolio may use
these techniques for hedging or risk management purposes or, subject to certain
limitations, for the purposes of obtaining desired exposure to certain
securities or markets.
For the purpose of hedging a Portfolio's assets, the Portfolio may sell
(but not purchase) stock index or interest rate futures contracts and may
purchase put or call options on futures contracts, options on securities indices
and any of the warrants described above. Any such transaction will be considered
a hedging transaction, and not subject to the limitations on non-hedging
transactions stated below, to the extent that (1) in the case of stock index
futures, options on securities indices and warrants thereon, the contract value
does not exceed the market value of the shares held by the Portfolio for which
the hedge is intended and such shares are admitted to official listing on a
stock exchange in the country in which the relevant futures or securities
exchange is based or (2) in the case of interest rate futures and options on
securities indices and warrants thereon, the contract value does not exceed the
interest rate exposure associated with the assets held in the applicable
currency by the Portfolio. In carrying out a particular hedging strategy, a
Portfolio may purchase futures contracts, options or warrants based on
securities, financial instruments or indices that have issuers, maturities or
other characteristics that do not precisely match those of the Portfolio's
assets for which such hedge is intended, thereby creating a risk that the
futures, options or warrants position will not mirror the performance of such
assets. A Portfolio may also enter into transactions in futures contracts,
options on futures, options on indices and warrants for non-hedging purposes, as
described below.
Each Portfolio may purchase or sell stock index or interest rate futures
contracts, put or call options on futures, options on securities indices and
warrants for other than for hedging purposes, except that the Inter-Renta
Portfolio may not purchase stock index futures for non-hedging purposes.
Transactions for non-hedging purposes may only be entered into to the extent
that (1) the underlying contract values, together with the contract values of
any instrument then held by the Portfolio for non-hedging purposes, do not
exceed in the aggregate 20% of the net assets of the Portfolio and (2) such
instruments relate to categories of assets which the Portfolio is permitted to
hold. In addition, with respect to the Provesta Portfolio and the Investa
Portfolio, the contract values of all interest rate futures contracts and
options and warrants on interest rate futures contracts held for non-hedging
purposes, may not exceed 4% (i.e., 20% of the 20% limitation on fixed income
securities). See "Equity Funds - Fixed Income Securities" above.
CURRENCY FUTURES CONTRACTS, OPTION RIGHTS AND WARRANTS ON CURRENCIES AND
CURRENCY FUTURES CONTRACTS. Foreign currency contracts for forward delivery may
be sold to hedge currency risks associated with the assets of each Portfolio
denominated in foreign currencies.
Under these conditions, each Portfolio may purchase option rights for the
purchase or sale of currencies or currency futures contracts warrants which
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entitle the right to purchase or sell currencies or currency futures contracts
or to receive payment of a difference, which is measured by the performance of
currencies or currency futures contracts, provided that these option rights and
warrants are admitted to official listing on an exchange.
Each Portfolio does not currently intend to engage in foreign exchange
transactions as an investment strategy. However, at such future time as the
Adviser believes that one or more currencies in which the Portfolio's securities
are denominated might suffer a substantial decline against the U.S. dollar, a
Portfolio may, in order to hedge the value of the Portfolio, enter into forward
contracts to sell fixed amounts of such currencies for fixed amounts of U.S.
dollars.
SECURITIES LOANS. Subject to applicable investment restrictions, each Portfolio
is permitted to lend its securities. These loans may not exceed 33 1/3% of a
Portfolio's total assets. The Portfolios may pay reasonable administrative and
custodial fees in connection with the loan of securities. The following
conditions will be met whenever portfolio securities of a Portfolio are loaned:
(1) the Portfolio must receive at least 100% collateral from the borrower; (2)
the borrower must increase such collateral whenever the market value of the
securities loaned rises above the level of the collateral; (3) the Portfolio
must be able to terminate the loan at any time; (4) the Portfolio must receive
reasonable interest on the loan, as well as payments in respect of any
dividends, interest or other distributions on the loaned securities, and any
increase in market value; (5) the Portfolio may pay only reasonable custodian
and finder's fees in connection with the loan; and (6) while voting rights on
the loaned securities may pass to the borrower, the Portfolio must terminate the
loan and regain the right to vote the securities if a material event conferring
voting rights and adversely affecting the investment occurs. In addition, a
Portfolio will consider all facts and circumstances, including the
creditworthiness of the borrowing financial institution. Each Portfolio will not
lend its securities to any officer, Trustee, Director, employee or other
affiliate of the Fund or the Portfolio, the Manager, the Adviser or the
Distributor, unless otherwise permitted by applicable law.
Each Portfolio may lend its securities for a definite or indefinite period
of time provided the market value of the assets transferred in securities loans
together with the market value of the securities already transferred as a
security loan for the Portfolio's account to the same borrower does not exceed
10% of the net assets of the Portfolio. The market value of the assets
transferred for a definite period of time in securities loans may not exceed 15%
of the net assets of the Portfolio.
BORROWING. Each Portfolio may borrow money from banks for emergency purposes and
then only in amounts not to exceed 10% of the Portfolio's net assets, taken at
cost, at the time of such borrowing.
WARRANTS. Each Portfolio may purchase warrants in value of up to 10% of the
Portfolio's net assets. The warrants in which the Portfolios invest are a type
of security that entitles the holder to buy a fixed amount of common or
preferred stock of such issuer at a specified price at a fixed date or for a
fixed period of time (which may be in perpetuity) or to demand settlement in
cash based on the price performance of the underlying stock. If the market price
of the underlying stock is below the exercise price set forth in the warrant on
the expiration date, the warrant will expire worthless.
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Warrants do not entitle the holder to dividends or voting rights with
respect to the underlying securities and do not represent any rights in the
assets of the issuing company. Also the value of the warrant does not
necessarily change with the value of the underlying securities and a warrant
ceases to have value if it is not exercised prior to the expiration date.
CONVERTIBLE SECURITIES. The convertible securities in which the Portfolios may
invest include any debt securities or preferred stock which may be converted
into common stock or which carry the right to purchase common stock. Convertible
securities entitle the holder to exchange the securities for a specified number
of shares of common stock, usually of the same company, at specified prices
within a certain period of time.
SHORT-TERM TRADING. Each Portfolio intends to manage its portfolio actively in
pursuit of its investment objective. A Portfolio may take advantage of
short-term trading opportunities that are consistent with its objective. To the
extent a Portfolio engages in short-term trading, it may realize short-term
capital gains or losses and incur increased transaction costs. See "Taxes"
below.
INVESTMENT RESTRICTIONS. The investment objective of the Funds and the
Portfolios, together with the investment restrictions described below and in the
Statement of Additional Information, except as noted, are deemed fundamental
policies, i.e., they may be changed only with the approval of the holders of a
majority of the outstanding voting securities of a Fund and its corresponding
Portfolio. Each Fund has the same investment restrictions as its corresponding
Portfolio, except that each Fund may invest all of its investable assets in
another open-end investment company with the same investment objective and
restrictions (such as a Portfolio). References below to the Portfolios'
investment restrictions also include the Funds' investment restrictions.
Each Portfolio is classified as "non-diversified" under the 1940 Act,
which means that each corresponding Fund is not limited by the 1940 Act with
respect to the portion of its assets which may be invested in securities of a
single company (although certain diversification requirements are imposed by the
Internal Revenue Code of 1986, as amended (the "Code)). The possible assumption
of large positions in the securities of a small number of companies may cause
the performance of a Fund to fluctuate to a greater extent than that of a
diversified investment company as a result of changes in the financial condition
or in the market's assessment of the companies. Each Portfolio may not, however,
invest more than 10% of its net assets in the securities of any one issuer or
invest more than 40% of its net assets in the aggregate in the securities of
those issuers with respect to which the Portfolio holds securities comprising in
excess of 5% but not more than 10% of its net assets.
Each Portfolio may not purchase securities or other obligations of issuers
conducting their principal business activity in the same industry if its
investments in such industry would exceed 25% of the value of the Portfolio's
total assets, except this limitation shall not apply to investments in U.S.
Government securities. In addition, each Portfolio generally will not borrow
money; and each Portfolio may not issue senior securities except as permitted by
the 1940 Act or any rule, order or interpretation thereunder.
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For a more detailed discussion of the above investment restrictions, as
well as a description of certain other investment restrictions, see "Investment
Restrictions" in the Statement of Additional Information.
RISK FACTORS
EQUITY INVESTMENTS. Because the assets of each Equity Portfolio are invested
primarily in equity securities, the Equity Portfolios are subject to market risk
and the risks associated with the individual companies in which the Portfolios
invest, meaning that stock prices in general may decline over short or extended
periods of time. As with any equity-based investment company, the investor
should be aware that unfavorable economic conditions can adversely affect
corporate earnings and cause declines in stock prices.
With respect to the Provesta Portfolio, investing in equity securities of
small companies involves risks not typically associated with investing in
comparable securities of large companies. Assets of the Portfolio are invested
in companies which may have narrow product lines and limited financial and
managerial resources. Since the market for the equity securities of small
companies is often characterized by less information and liquidity than that for
the equity securities of large companies, the Portfolio's investments can
experience unexpected sharp declines in their market prices. Therefore,
investments in the Portfolio may be subject to greater declines in value than
shares of equity funds investing in the equity securities of large companies.
FIXED INCOME SECURITIES. The value of fixed income securities generally goes
down when interest rates go up, and vice versa. Furthermore, the value of fixed
income securities may vary based on anticipated or potential changes in interest
rates. Changes in interest rates will generally cause bigger changes in the
prices of longer-term securities than in the prices of shorter-term securities.
Prices of fixed income securities fluctuate based on changes in the actual
and perceived creditworthiness of issuers. The prices of lower rated securities
often fluctuate more than those of higher rated securities. It is possible that
some issuers will be unable to make required payments on fixed income
securities.
FOREIGN INVESTMENTS. Each Portfolio invests primarily in foreign securities.
Investment in securities of foreign issuers involves somewhat different
investment risks from those affecting securities of U.S. domestic issuers. There
may be limited publicly available information with respect to foreign issuers,
and foreign issuers are not generally subject to uniform accounting, auditing
and financial standards and requirements comparable to those applicable to U.S.
domestic companies. Dividends and interest paid by foreign issuers may be
subject to withholding and other foreign taxes which may decrease the net return
on foreign investments as compared to dividends and interest paid to a Portfolio
by U.S. domestic companies.
Investors should realize that the value of a Portfolio's investments in
foreign securities may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) currency exchange control or tax regulations in those foreign
countries. In addition, changes in government administrations or economic or
monetary policies in the United States or abroad could result in appreciation or
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depreciation of portfolio securities and could favorably or unfavorably affect a
Portfolio's operations. Furthermore, the economies of individual foreign nations
may differ from the U.S. economy, whether favorably or unfavorably, in areas
such as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position; it may
also be more difficult to obtain and enforce a judgment against a foreign
issuer. Any foreign investments made by the Portfolios must be made in
compliance with U.S. and foreign currency restrictions and tax laws restricting
the amounts and types of foreign investments.
In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of domestic securities exchanges. Accordingly, the Portfolios'
foreign investments may be less liquid and their prices may be more volatile
than comparable investments in securities of U.S. companies. Moreover, the
settlement periods for foreign securities, which are often longer than those for
securities of U.S. issuers, may affect portfolio liquidity. In buying and
selling securities on foreign exchanges, purchasers normally pay fixed
commissions that are generally higher than the negotiated commissions charged in
the United States. In addition, there is generally less government supervision
and regulation of securities exchanges, brokers and issuers located in foreign
countries than in the United States.
Since each Portfolio's investments in foreign securities involve foreign
currencies, the value of the Portfolio's assets as measured in U.S. dollars may
be affected favorably or unfavorably by changes in currency rates and in
exchange control regulations, including currency blockage. See "Foreign Currency
Exchange Transactions" in the Statement of Additional Information.
EMERGING MARKETS (PROVESTA PORTFOLIO AND INTER-RENTA PORTFOLIO ONLY).
Investments in securities of issuers in emerging markets countries may involve a
high degree of risk and many may be considered speculative. Investments in
developing and emerging markets may be subject to potentially greater risks than
those of other foreign issuers. These risks include: (i) the small current size
of the markets for such securities and the low volume of trading, which result
in less liquidity and in greater price volatility; (ii) certain national
policies which may restrict the Portfolio's investment opportunities, including
restrictions on investment in issuers or industries deemed sensitive to national
interests; (iii) foreign taxation; (iv) the absence, until recently, of a
capital market structure or market oriented economy as well as issuers without a
long period of successful operations; (v) the possibility that recent favorable
economic developments may be slowed or reversed by unanticipated political or
social events in such countries or their neighboring countries; and (vi) greater
risks of expropriation, confiscatory taxation, nationalization, and less social,
political and economic stability.
FUTURES, OPTIONS AND WARRANTS. Each Portfolio's successful use of futures,
options and warrants depends on the ability of the Adviser to predict the
direction of the market or, in the case of hedging transactions, the correlation
between market movements and movements in the value of the Portfolio's assets,
and is subject to various additional risks. The investment techniques and skills
required to use futures, options and warrants successfully are different from
those required to select equity securities for investment. The correlation
between movements in the price of the futures contract, option or warrant and
the price of the securities or financial instruments being hedged is imperfect
and
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the risk from imperfect correlation increases, with respect to stock index
futures, options and warrants, as the composition of a Portfolio's portfolio
diverges from the composition of the index underlying such stock index futures,
options or warrants. If a Portfolio has hedged portfolio securities by
purchasing put options or selling futures contracts, the Portfolio could suffer
a loss which is only partially offset or not offset at all by an increase in the
value of the Portfolio's securities. As noted, a Portfolio may also enter into
transactions in future contracts, options and warrants for other than hedging
purposes (subject to applicable law), including speculative transactions, which
involve greater risk. In particular, in entering into such transactions, a
Portfolio may experience losses which are not offset by gains on other portfolio
positions, thereby reducing its gross income. In addition, the markets for such
instruments may be volatile from time to time, which could increase the risk
incurred by a Portfolio in entering into such transactions. The ability of a
Portfolio to close out a futures, options or warrants position depends on a
liquid secondary market.
The use of futures contracts potentially exposes the Portfolios to the
effects of "leveraging," which occurs when futures are used so a Portfolio's
exposure to the market is greater than it would have been if the Portfolio had
invested directly in the underlying instruments. Leveraging increases a
Portfolio's potential for both gain and loss. As noted above, the Portfolios
intend to adhere to certain policies relating to the use of futures contracts,
which should have the effect of limiting the amount of leverage by the
Portfolios. See "Futures and Option Contracts" in the Statement of Additional
Information.
MANAGEMENT OF THE CORPORATION AND THE PORTFOLIO TRUST
The Board of Directors of the Corporation and the Board of Trustees of the
Portfolio Trust provide broad supervision over the affairs of each Fund and each
Portfolio, respectively. Each Fund has retained the services of Federated
Services Company as administrator, DFM as service agent, Federated Shareholder
Services Company as transfer agent and IBT as custodian but has not retained the
services of an investment manager or adviser since each Fund seeks to achieve
its investment objective by investing all of its investable assets in its
corresponding Portfolio. Each Portfolio has retained the services of DFM as
investment manager, DWS International Portfolio Management GmbH as investment
adviser, Federated Services Company as administrator, IBT (Canada) as fund
accounting agent, IBT (Cayman) as off-shore service agent and IBT as custodian.
MANAGER. The Portfolio Trust has retained the services of DFM as investment
manager to each Portfolio. DFM, with principal offices at 31 West 52nd Street,
New York, New York 10019, is a Delaware corporation and registered investment
adviser under the Investment Advisers Act of 1940. DFM is an indirect subsidiary
of Deutsche Bank AG, a major global financial institution. Subject to the
overall supervision of the Portfolio Trust's Trustees, DFM oversees the
day-to-day investment decisions, the execution of portfolio transactions and the
general management of each Portfolio's investments. Under its investment
management agreement with the Portfolio Trust (the "Management Agreement"), DFM
is permitted, subject to the approval of the Board of Trustees of the Portfolio
Trust, to delegate to a third party responsibility for the day-to-day investment
decisions and the execution of portfolio transactions with respect to each
Portfolio. DFM retains overall responsibility, however, for the investment
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management program for each Portfolio. See "Manager" in the Statement of
Additional Information.
As compensation for the services rendered and related expenses borne by
DFM under the Management Agreement with the Portfolio Trust with respect to each
Equity Portfolio, DFM receives a fee from each Equity Portfolio, which is
computed daily and may be paid monthly, equal to 0.85% of the average daily net
assets of each Equity Portfolio on an annualized basis for the Portfolio's
then-current fiscal year. As compensation for the services rendered and related
expenses borne by DFM under the Management Agreement with the Portfolio Trust
with respect to each Bond Portfolio, DFM receives a fee from each Bond
Portfolio, which is computed daily and may be paid monthly, equal to 0.75% of
the average daily net assets of each Bond Portfolio on an annualized basis for
the Portfolio's then-current fiscal year. See also "Expenses."
Under a separate agreement, DFM also acts as service agent to the Funds.
See "Service Agent" below.
ADVISER. Pursuant to an investment advisory agreement ("Advisory Agreement")
between DFM and DWS International Portfolio Management GmbH, the Adviser
provides investment advice and portfolio management services to each Portfolio.
Subject to the overall supervision of DFM, the Adviser conducts the day-to-day
investment decisions of each Portfolio and arranges for the execution of
portfolio transactions.
The Adviser is a registered investment adviser and an indirect subsidiary
of Deutsche Bank AG. The offices of the Adviser are located at Gruneburgweg 113-
115, 60323 Frankfurt am Main, Germany.
For these services, the Adviser receives from DFM a fee, which is computed
daily and may be paid monthly, equal to 0.60% of the average daily net assets of
each Equity Portfolio and 0.50% of the average daily net assets of each Bond
Portfolio on an annualized basis for the Portfolio's then-current fiscal year.
PERFORMANCE INFORMATION
Each of the European Mid-Cap Fund, German Equity Fund, Japanese Equity
Fund, Global Bond Fund and German Bond Fund, through its investment in its
corresponding Portfolio, is designed to produce investment results as similar to
Provesta, Investa, DWS Japan-Fonds, Inter-Renta and DWS Deutsche Renten Typ-O
(each a "DWS Fund" and collectively the "DWS Funds), respectively, as possible
under the existing circumstances. Each Fund's investment objective, policies and
restrictions are the same as its corresponding DWS Fund except as noted. The
Adviser is an affiliate of DWS Deutsche Gesellschaft fur Wertpapiersparen GmbH,
the investment manager of the DWS Funds ("DWS"). The Adviser will manage the
investment operations of each Portfolio with a portfolio manager and staff of
investment professionals that is composed of the same persons as those that
manage and have full discretionary authority over the selection of investments
for the corresponding DWS Fund. The portfolio manager for the Provesta Portfolio
and Investa Portfolio and their corresponding DWS Funds is Elisabeth Weisenhorn,
who has been with DWS for over 5 years and has been the portfolio manager of
Provesta and Investa since August 1, 1991. The portfolio manager for the DWS
Japan Portfolio and its corresponding DWS Fund is Hannah Cunliffe, who has been
with DWS since February 1, 1994 and prior to that time was a market analyst for
DB Research. Ms. Cunliffe has been the portfolio manager of DWS Japan-Fonds
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since May 1, 1994. The portfolio manager for the Inter-Renta Portfolio and its
corresponding DWS Fund is Heinz-Wilheim Fesser, who has been with DWS for over 5
years and has been the portfolio manager of Inter-Renta since January 1, 1994.
The portfolio manager for the German Bond Portfolio and its corresponding DWS
Fund is Johannes Muller, who has been with the DWS Manager since January 1, 1994
and prior to that time was a student at Innsbruck/Austria. Mr. Muller has been
the portfolio manager of Deutsche Renten Typ-O since January 1, 1996.
PRIOR PERFORMANCE OF DWS FUNDS
The Funds and the Portfolios commenced operations in 1997 and have no
operating or performance history. As indicated above, each Portfolio is modeled
after and will be managed by the same staff of investment professionals as its
corresponding DWS Fund.
Below you will find information about the performance of each
corresponding DWS Fund. Although each Fund and its corresponding Portfolio have
the same investment objectives, policies and restrictions as their corresponding
DWS Fund, and each Portfolio has the same staff of investment professionals and
the same portfolio manager as its corresponding DWS Fund, the DWS Funds are
separate funds and you should not assume that a Fund offered by this Prospectus
will have the same future performance as its corresponding DWS Fund. For
example, a Fund's future performance may be better or worse than the performance
of its corresponding DWS Fund due to, among other things, differences in
expenses and cash flows of the two funds. In addition, the past performance of
the DWS Funds is not predictive of the future performance of the Funds or their
corresponding Portfolios.
The following tables show the average annualized total return for the DWS
Funds for the one-, three-, five- and ten-year periods (or the life of the Fund
if a period is not yet applicable) ended March 31, 1997 and of securities
indexes believed by the Adviser to be composed of securities comparable in their
respective markets to the investments of the Portfolios and the DWS Funds. These
figures are based on the actual gross investment performance of the DWS Funds
with the adjustments indicated below:
Periods Ended 3/31/97
PROVESTA1
[APPROP.
Historical Performance Historical Performance INDEX
Reflecting Actual Adjusted to Reflect Max. INFO. TO
German Expense Ratio2,3 U.S. Expense Ratio (Class A)3 COME]4
IN DEM IN U.S.$ IN DEM IN U.S.$
One Year 37.82% 21.22% 35.86% 19.50%
Three Years 14.79% 14,68% 13.16% 13.03%
Five Years 14.57% 14.09% 12.94% 12.47%
Ten Years 11.84% 12.87% 10.25% 11.07%
1 Assets as of 3/31/97 were DM 3,078 million ($1,770 million). Provesta
commenced investment operations in November, 1985.
2 Provesta's historical annual expense ratio for all periods indicated above was
0.50% of net assets.
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3 The table above reflects no deduction for sales charges. Set forth below is
Provesta's performance adjusted to reflect deduction for the maximum sales
charge applicable to Class A Shares and the Fund's anticipated expense ratio:
Historical Performance Reflecting Maximum
U.S. expense Ratio and U.S. Sales Load (Class A)
IN DEM IN U.S. $
One Year 28.39% 12.93%
Three Years 11.05% 10.92%
Five Years 11.67% 11.20%
Ten Years 9.63% 10.44%
4 [DESCRIPTION OF INDEX TO COME]
INVESTA1
[APPROP.
Historical Performance Historical Performance INDEX
Reflecting Actual Adjusted to Reflect Max. INFO. TO
German Expense Ratio2,3 U.S. Expense Ratio (Class A)3 COME]4
IN DEM IN U.S.$ IN DEM IN U.S.$
One Year 40.58% 23.65% 36.58% 21.89%
Three Years 18.01% 17.88% 16.33% 16.21%
Five Years 15.11% 14.63% 13.48% 13.00%
Ten Years 11.17% 11.99% 9.59% 10.40%
1 Assets as of 3/31/97 were DM 1,387 million ($798 million). Investa commenced
investment operations in December, 1956.
2 Investa's historical annual expense ratio for all periods indicated above was
0.50% of net assets.
3 The table above reflects no deduction for sales charges. Set forth below is
Investa's performance adjusted to reflect deduction for the maximum sales charge
applicable to Class A Shares and the Fund's anticipated expense ratio:
Historical Performance Reflecting Maximum
U.S. expense Ratio and U.S. Sales Load (Class A)
IN DEM IN U.S. $
One Year 30.96% 15.19%
Three Years 14.16% 14.04%
Five Years 12.20% 11.73%
Ten Years 8.97% 9.78%
4 [DESCRIPTION OF INDEX TO COME]
DWS JAPAN-FONDS1
[APPROP.
Historical Performance Historical Performance INDEX
Reflecting Actual Adjusted to Reflect Max. INFO. TO
German Expense Ratio2,3 U.S. Expense Ratio (Class A)3 COME]4
IN DEM IN U.S.$ IN DEM IN U.S.$
One Year -9.51% -20.27% -10.79 -21.40%
Three Years -2.03% -2.15% -3.42% -3.54%
Since Inception5 8.77% 8.53% 7.23% 6.99%
1 Assets as of 3/31/97 were DM 739 million ($425 million).
2 DWS Japan-Fonds historical annual expense ratio for all periods indicated
above was 0.50% of net assets.
3 The table above reflects no deduction for sales charges. Set forth below is
DWS Japan-Fonds's performance adjusted to reflect deduction for the maximum
sales charge applicable to Class A Shares and the Fund's anticipated expense
ratio:
Historical Performance Reflecting Maximum
U.S. expense Ratio and U.S. Sales Load (Class A)
IN DEM IN U.S. $
One Year -15.70% -25.72%
Three Years -5.23% -5.34%
Since Inception5 6.00% 5.77%
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4 [DESCRIPTION OF INDEX TO COME]
5 Inception date is April, 1992.
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INTER-RENTA1
[APPROP.
Historical Performance Historical Performance INDEX
Reflecting Actual Adjusted to Reflect Max. INFO. TO
German Expense Ratio2,3 U.S. Expense Ratio (Class A)3 COME]4
IN DEM IN U.S.$ IN DEM IN U.S.$
One Year 15.83% 1.88% 14.69% 0.88%
Three Years 6.88% 6.75% 5.83% 5.70%
Five Years 7.59% 7.13% 6.53% 6.08%
Ten Years 7.97% 8.78% 6.91% 7.71%
1 Assets as of 3/31/97 were DM 19,442 million ($11,179 million). Inter-Renta
commenced investment operations in July, 1969
2 Inter-Renta's historical annual expense ratio for all periods indicated above
was 0.50% of net assets.
3 The table above reflects no deduction for sales charges. Set forth below is
Inter-Renta's performance adjusted to reflect deduction for the maximum sales
charge applicable to Class A Shares and the Fund's anticipated expense ratio:
Historical Performance Reflecting Maximum
U.S. expense Ratio and U.S. Sales Load (Class A)
IN DEM IN U.S. $
One Year 9.53% -3.66%
Three Years 4.22% 4.09%
Five Years 5.56% 5.10%
Ten Years 6.42% 7.22%
4 [DESCRIPTION OF INDEX TO COME]
DWS DEUTSCHE RENTEN TYP-O1
[APPROP.
Historical Performance Historical Performance INDEX
Reflecting Actual Adjusted to Reflect Max. INFO. TO
German Expense Ratio2,3 U.S. Expense Ratio (Class A)3 COME]4
IN DEM IN U.S.$ IN DEM IN U.S.$
One Year 8.04% -4.96% 7.52 -5.42%
Since Inception5 10.25% 6.39% 9.72% 5.88%
1 Assets as of 3/31/97 were DM 313 million ($180 million).
2 DWS Deutsche Renten Typ-O's historical annual expense ratio for all periods
indicated above was 0.50% of net assets.
3 The table above reflects no deduction for sales charges. Set forth below is
DWS Deutsche Renten Typ-O's performance adjusted to reflect deduction for the
maximum sales charge applicable to Class A Shares and the Fund's anticipated
expense ratio:
Historical Performance Reflecting Maximum
U.S. expense Ratio and U.S. Sales Load (Class A)
IN DEM IN U.S. $
One Year 2.68% -9.67%
Since Inception5 7.50% 3.73%
4 [DESCRIPTION OF INDEX TO COME]
5 Inception date is December 1994.
---------
The above results are shown in U.S. dollars on the basis of conversion
at the rate of DM values to U.S. dollars at the end of each month. The results
assume
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all dividends and capital gain distributions have been reinvested with no sales
charge.
Results do not reflect elimination of German taxes paid by the DWS Funds,
although the Portfolios will not be subject to such taxes. However, the Funds
will be subject to any applicable foreign withholding or other taxes in the
countries in which the companies in which the Portfolios invest are organized or
doing business. Such taxes would apply generally only to dividend and, in some
cases, interest income and the Funds may be entitled to a refund of all or a
portion of such taxes under an applicable income tax treaty. Accordingly, it is
anticipated that the net effect of these various tax differences will not
materially affect the performance results of the Funds compared to those of the
DWS Funds.
The investment characteristics of each Portfolio, such as industry
diversification, country diversification, portfolio beta, portfolio quality,
average maturity of fixed-income assets and equity/non-equity mix will closely
resemble the investment characteristics of its corresponding DWS Fund. However,
each Portfolio may differ from its corresponding DWS Fund in certain respects,
none of which the Adviser believes would cause a significant change in
investment results. Differences which investors may note are indicated below:
- - -- The DWS Funds may invest in securities issued by Deutsche Bank AG and its
affiliated persons, but the Portfolios may not invest in securities issued
by Deutsche Bank AG or its affiliated persons that are in
securities-related businesses.
- - -- The DWS Funds may trade as principal with Deutsche Bank AG and its
affiliated persons, but the Portfolios may not.
- - -- The DWS Funds are not subject to the U.S. Internal Revenue Code
requirements for qualification as a regulated investment company, but the
Funds, and, in effect the Portfolios, are. Among other things, these
requirements (i) prohibit each Fund from deriving 30% or more of its gross
income from dispositions of securities and certain other investments held
for less than three months, and (ii) require each Fund to diversify so
that, as to 50% of its holdings at the end of each fiscal quarter, no
securities position in any single issuer represents over 5% of its total
assets or 10% of the voting securities of such issuer, and as to such
Fund's entire holdings at the end of each fiscal quarter no securities
position in any single issuer represents over 25% of the Fund's total
assets (subject in all cases to exceptions for U.S. Government securities
and certain other investments).
ADMINISTRATOR. Under an administration agreement with each of the Corporation
and the Portfolio Trust, Federated Services Company serves as Administrator to
the Funds and the Portfolios, respectively. In connection with its
responsibilities as Administrator of the Funds and the Portfolios, Federated
Services Company (i) furnishes ordinary clerical and related services for
day-to-day operations including certain recordkeeping responsibilities; (ii)
monitors the calculation and payment of dividends and distributions; and (iii)
performs such administrative oversight of the activities of the service
providers as the Corporation's Directors may direct from time to time. In
addition, in connection with its responsibilities as Administrator of the Funds,
Federated Services Company is responsible for (i) the registration of sufficient
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<PAGE>
Fund shares under federal securities laws; (ii) the authorization and projection
of expenses; and (iv) the preparation and distribution of material to the
Directors of the Corporation.
As Administrator of the Funds, Federated Services Company receives a fee
from each Fund, which is computed daily and may be paid monthly, at the annual
rate of 0.075% of the average daily net assets of each Fund up to $500 million
and []% of the average daily net assets of each Fund greater than $500 million
on an annualized basis for the Fund's then-current fiscal year. The
Administrator of the Funds will receive a minimum fee of $[] per Fund annually.
As Administrator of the Portfolios, Federated Services Company receives a
fee from each Portfolio, which is computed daily and may be paid monthly, at the
annual rate of 0.035% of the average daily net assets of each Portfolio up to
$500 million and []% of the average daily net assets of each Portfolio greater
than $500 million on an annualized basis for the Portfolio's then-current fiscal
year. The Administrator of the Portfolios will receive a minimum fee of $[] per
Portfolio annually.
OFF-SHORE AGENT. Under an off-shore service agreement with the Portfolio Trust,
IBT (Cayman) provides certain services to the Portfolios, including (i) the
maintenance of books and records; (ii) the filing of regulatory documents; (iii)
the distribution of materials to the Trustees of the Portfolio Trust; and (iv)
the authorization of expenses.
As Off-Shore Agent of the Portfolios, IBT (Cayman) receives a fee from
each Portfolio, which is computed daily and may be paid monthly, at the annual
rate of $5,000.
SERVICE AGENT. Under a Service Agent Agreement with the Corporation, DFM
provides, among other things, certain oversight services with respect to the
service providers of each Fund.
Under the Service Agent Agreement, DFM receives a fee from each Fund,
which is computed daily and may be paid monthly, at the annual rate of 0.075% of
the average daily net assets of each Fund up to $500 million and 0.050% of the
average daily net assets of each Fund greater than $500 million on an annualized
basis for the Fund's then-current fiscal year. The Service Agent will receive a
minimum fee of $20,000 per Fund annually.
DISTRIBUTOR. Edgewood serves as principal distributor for Shares of each Fund.
Edgewood is located at Federated Investors Tower, Pittsburgh, Pennsylvania
15222- 3779. It is a New York corporation organized on October 26, 1993, and is
the principal distributor for a number of investment companies. Edgewood is a
subsidiary of Federated Investors.
State securities laws may require certain Financial Intermediaries (as
defined below) such as depository institutions to register as dealers. The
Distributor will pay dealers an amount equal to 5.5% of the net asset value of
Class B Shares purchased by their clients or customers. These payments will be
made directly by the Distributor from its assets, and will not be made from the
assets of a Fund. Dealers may voluntarily waive receipt of all or any portion of
these payments. The Distributor may pay a portion of the distribution fee
discussed below to Financial Intermediaries (as defined below) that waive all or
any portion of the advance payments.
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<PAGE>
Under a distribution plan adopted in accordance with Rule 12b-1 of the
1940 Act (the "Distribution Plan"), Class B Shares of each Fund will pay a fee
to the Distributor in an amount computed at an annual rate of 0.75% of the
average daily net assets of the Fund represented by Class B Shares to finance
any activity which is principally intended to result in the sale of Class B
Shares of the Fund subject to the Distribution Plan. Because distribution fees
to be paid by a Fund to the Distributor may not exceed an annual rate of 0.75%
of Class B Shares' average daily net assets, it will take the Distributor a
number of years to recoup the expenses it has incurred for its sales services
and distribution- related support services pursuant to the Plan.
The Distribution Plan is a compensation type plan. As such, a Fund makes
no payments to the Distributor except as described above. Therefore, a Fund does
not pay for unreimbursed expenses of the Distributor, including amounts expended
by the Distributor in excess of amounts received by it from a Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the Distributor's overhead expenses. However, the Distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Distribution Plan.
The Distributor may pay financial intermediaries ("Financial
Intermediaries") supplemental fees up to 0.25% of the amounts invested for the
performance of shareholder services. Such fees are borne by the Funds and the
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by each Fund and the Distributor.
The Distributor may pay Financial Intermediaries a fee of up to 0.25% of
the amount invested in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the series of the Corporation (the
"Deutsche Funds") or certain other products made available by the Distributor to
such plans or programs is $1,000,000 or more ("Eligible Benefit Plans"). Shares
in the Deutsche Funds then held by Eligible Benefit Plans will be aggregated to
determine the fee payable. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Funds, including past profits or any other
source available to it. Such payments are subject to a reclaim from the
Financial Intermediary should the assets leave the plan or program within 12
months after purchase.
Furthermore, with respect to Class A Shares and Class B Shares, the
Distributor may offer to pay a fee from its own assets to Financial
Intermediaries as financial assistance for providing substantial sales services,
distribution related support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees,
providing sales literature, and engineering computer software programs that
emphasize the attributes of a Fund. Such assistance will be predicated upon the
amount of Shares the Financial Intermediary sells or may sell, and/or upon the
type and nature of sales or marketing support furnished by the Financial
Intermediary. Any payments made by the Distributor may be reimbursed by the
Adviser or its affiliates.
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<PAGE>
TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT. Federated Shareholder Services
Company, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, serves
as the transfer agent and dividend disbursing agent for each Fund. IBT, 89 South
Street, Boston, MA 02111 acts as the custodian of each Fund's and each
Portfolio's assets. Securities held for a Portfolio may be held by a
sub-custodian bank approved by the Trustees or Custodian of the Portfolio Trust.
IBT (Canada) provides fund accounting services to the Funds and the Portfolios,
including (i) calculation of the daily net asset value for the Funds and the
Portfolios; (ii) responsibility for compliance with all applicable federal and
state securities and other regulatory requirements; and (iii) monitoring each
Fund's and Portfolio's compliance with the requirements applicable to a
regulated investment company under the Code.
EXPENSES. In addition to the fees payable under the various agreements discussed
above, each Fund and each Portfolio is responsible for usual and customary
expenses associated with its respective operations. Such expenses include
organization expenses, legal fees, accounting expenses, insurance costs, the
compensation and expenses of the Directors or Trustees, as the case may be,
registration fees under applicable securities laws, fund accounting fees,
custodian fees and extraordinary expenses. For each Fund, such expenses also
include transfer, registrar and dividend disbursing costs, and the expenses of
printing and mailing reports and notices and proxy statements to Fund
shareholders. For each Portfolio, such expenses also include brokerage expenses.
DFM has agreed that it will reimburse each Fund through at least [DATE],
1998 to the extent necessary to maintain each Fund's total operating expenses
(which includes expenses of the Fund and its corresponding Portfolio but does
not cover extraordinary expenses during the period) at not more than 1.95%,
2.50%, 1.50% and 2.00% of the average annual net assets of Class A Shares of the
Equity Funds, the Class B Shares of the Equity Funds, the Class A Shares of the
Bond Funds and the Class B shares of the Bond Funds, respectively. There is no
assurance that DFM will continue this reimbursement beyond the specified period.
EXPENSES OF CLASS A SHARES AND CLASS B SHARES. Holders of Class A Shares and
Class B Shares pay their allocable portion of a Fund's expenses. At present, the
only expenses which are allocated specifically to Class A Shares and Class B
Shares as classes are expenses under the Distribution Plan and fees for
shareholder services. However, the Directors reserve the right to allocate
certain other expenses to holders of Class A Shares and Class B Shares ("Class
Expenses"). In any case, Class Expenses would be limited to: distribution fees;
transfer agent fees as identified by the Transfer Agent as attributable to
holders of Class A Shares and Class B Shares; printing and postage expenses
related to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Class A Shares and Class B Shares; legal fees relating solely to Class A
Shares or Class B Shares; and Directors' fees incurred as a result of issues
related solely to Class A Shares or Class B Shares.
PORTFOLIO BROKERAGE. The estimated annual portfolio turnover rate for the
Provesta Portfolio, Investa Portfolio, DWS Japan Portfolio, Inter-Renta
Portfolio and German Bond Portfolio is generally not expected to exceed []%,
[]%, []%, []% and []%, respectively. A 100% annual turnover rate would occur,
for example, if all portfolio securities (excluding short-term obligations) were
replaced once
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<PAGE>
in a period of one year. The amount of brokerage commissions and taxes on
realized capital gains to be borne by the shareholders of a Fund tend to
increase as the level of portfolio activity increases.
In effecting securities transactions, the Adviser seeks to obtain the best
price and execution of orders. In selecting a broker, the Adviser considers a
number of factors including: the broker's ability to execute orders without
disturbing the market price; the broker's reliability for prompt, accurate
confirmations and on-time delivery of securities; the broker's financial
condition and responsibility; the research and other investment information
provided to the Adviser by the broker; and the commissions charged. Accordingly,
the commissions charged by any such broker may be greater than the amount
another firm might charge if the Adviser determines in good faith that the
amount of such commissions is reasonable in relation to the value of the
brokerage services and research information provided by such broker.
The Adviser may direct a portion of a Portfolio's securities transactions
to certain unaffiliated brokers which in turn use a portion of the commissions
they receive from a Portfolio to pay other unaffiliated service providers on
behalf of that Portfolio for services provided for which the Portfolio would
otherwise be obligated to pay. Such commissions paid by a Portfolio are at the
same rate paid to other brokers for effecting similar transactions in listed
equity securities.
Deutsche Bank AG or one of its subsidiaries or affiliates may act as one
of the principal agents of the Portfolios in the purchase and sale of portfolio
securities when, in the judgment of the Adviser, that firm will be able to
obtain a price and execution at least as favorable as other qualified brokers.
As one of the principal brokers for the Portfolios, Deutsche Bank AG receives
brokerage commissions from each Portfolio.
On those occasions when Deutsche Bank AG deems the purchase or sale of a
security to be in the best interests of a Portfolio as well as other customers,
Deutsche Bank AG, to the extent permitted by applicable laws and regulations,
may, but is not obligated to, aggregate the securities to be sold or purchased
for a Portfolio with those to be sold or purchased for other customers in order
to obtain best execution, including lower brokerage commissions, if appropriate.
In such event, allocation of the securities so purchased or sold as well as any
expenses incurred in the transaction are made by Deutsche Bank AG in the manner
it considers to be most equitable and consistent with its fiduciary obligations
to its customers, including the Portfolio. In some instances, this procedure
might adversely affect a Portfolio.
INVESTING IN THE FUNDS
Each Fund offers investors two classes of Shares that carry sales charges
and contingent deferred sales charges in different forms and amounts and which
bear different levels of expenses.
CLASS A SHARES. An investor who purchases Class A Shares of a Fund pays a
maximum sales charge of 5.50% for the Equity Funds and 4.50% for the Bond Funds
at the time of purchase. Certain purchases of Class A Shares are not subject to
a sales charge. See "Purchase of Shares - Investing in Class A Shares." As a
result, Class A Shares are not subject to any charges when they are redeemed
(except for special programs offered under "Purchase of Shares - Purchases with
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Proceeds From Redemptions of Unaffiliated Investment Companies.") Certain
purchases of Class A Shares qualify for reduced sales charges. See "Purchase of
Shares - Reducing or Eliminating the Sales Charge." Class A Shares have no
conversion feature.
CLASS B SHARES. Class B Shares of each Fund are sold without an initial sales
charge, but are subject to a contingent deferred sales charge in accordance with
the following schedule:
Contingent
Year of Redemption Deferred
AFTER PURCHASE SALES CHARGE
-------------- ------------
First 5.00%
Second 4.00%
Third 3.00%
Fourth 3.00%
Fifth 2.00%
Sixth 1.00%
Seventh and thereafter 0.00%
Class B Shares also bear a 12b-1 fee while Class A Shares do not bear such
a fee. Class B Shares will automatically convert into Class A Shares, based on
relative net asset value, on or about the fifteenth of the month eight full
years after the purchase date. Class B Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but (until conversion) will have a higher expense ratio and pay lower
dividends than Class A Shares due to the higher 12b-1 fees.
PURCHASE OF SHARES
Shares of each Fund are sold on days on which the New York Stock Exchange
is open. Shares of a Fund may be purchased as described below, either through a
Financial Intermediary (such as a bank or broker/dealer which has a sales
agreement with the Distributor) or by sending a wire or a check directly to the
Fund, with a minimum initial investment of $5000 for Class A Shares and Class B
Shares. Additional investments can be made for as little as $500. The minimum
subsequent investment for retirement plans is only $100. (Financial
Intermediaries may impose different minimum investment requirements on their
customers.)
In connection with any sale, the Distributor may from time to time offer
certain items of nominal value to any shareholder or investor. The Funds reserve
the right to reject any purchase request. An account must be established through
a Financial Intermediary or by completing, signing, and returning the new
account form available from the Funds before Shares can be purchased.
INVESTING IN CLASS A SHARES
Class A Shares of each Fund are sold at their net asset value next
determined after an order is received, plus a sales charge as follows:
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EQUITY FUNDS
Sales Charge Dealer
Sales Charge as as a Percentage Concession
a Percentage of Net As a Percentage
Amount of Offering Amount of Public
TRANSACTION PRICE INVESTED OFFERING PRICE
- - ----------- ----- -------- --------------
Less than $50,000 []% []% []%
$50,000 but less
than $100,000 []% []% []%
$100,000 but less
than $250,000 []% []% []%
$250,000 but less
than $500,000 []% []% []%
$500,000 but less
than $1 million []% []% []%
$1 million or
greater []% []% []%
BOND FUNDS
Sales Charge Dealer
Sales Charge as as a Percentage Concession
a Percentage of Net As a Percentage
Amount of Offering Amount of Public
TRANSACTION PRICE INVESTED OFFERING PRICE
- - ----------- ----- -------- --------------
Less than $50,000 []% []% []%
$50,000 but less
than $100,000 []% []% []%
$100,000 but less
than $250,000 []% []% []%
$250,000 but less
than $500,000 []% []% []%
$500,000 but less
than $1 million []% []% []%
$1 million or
greater []% []% []%
DEALER CONCESSION. For sales of Class A Shares, a dealer will normally receive
up to 90% of the applicable sales charge. Any portion of the sales charge which
is not paid to a dealer will be retained by the Distributor. However, the
Distributor may offer to pay dealers up to 100% of the sales charge received by
it. Such payments may take the form of cash or promotional incentives, such as
reimbursement of certain expenses of qualified employees and their spouses to
attend informational meetings about the Funds or other special events at
recreational-type facilities, or items of material value. In some instances,
these incentives will be made available only to dealers whose employees have
sold or may sell a significant amount of Shares. Payments to Dealers are based
on the original purchase price of Shares outstanding at each month end.
The sales charge for Shares sold other than through registered
broker/dealers will be retained by the Distributor. The Distributor may pay fees
to banks out of the sales charge in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.
REDUCING OR ELIMINATING THE SALES CHARGE. The sales charge can be reduced or
eliminated on the purchase of Class A Shares through:
o quantity discounts and accumulated purchases;
o concurrent purchases;
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<PAGE>
o signing a 13-month letter of intent;
o using the reinvestment privilege; or
o purchases with proceeds from redemptions of
unaffiliated investment company shares.
SALES CHARGE WAIVER. Sales charges may be waived on Class A Shares of the Fund
(subject to appropriate documentation furnished to the Distributor as it may
request from time to time in order to verify eligibility for this privilege) if
purchased by:
1. Full-time employees of National Association of Securities Dealers, Inc.
"NASD") member firms and full-time employees of other Financial Institutions
which have entered into a supplemental agreement with the Distributor pertaining
to the sale of Fund shares, either for themselves directly or pursuant to an
employee benefit plan or other program, or for their spouses or minor children.
This privilege also applies to full-time employees of Financial Institutions
affiliated with NASD member firms whose full-time employees are eligible to
purchase Class A Shares at net asset value;
2. Current full-time, part-time or retired employees of Deutsche Bank AG and its
affiliates or subsidiaries, current or former directors or trustees of Deutsche
Bank AG and its affiliates or subsidiaries, current or former Board members of a
fund advised by Deutsche Bank AG or any of its affiliates or subsidiaries,
including the Directors of the Corporation, or the spouse or minor child of the
foregoing, including an employee of Deutsche Bank AG or any of its affiliates or
subsidiaries who act as custodian for a minor child;
3. Registered representatives, bank trust officers, certified financial
planners and other employees (and their immediate families) of investment
professionals who have entered into a supplemental agreement with the
Distributor;
4. IRA Rollover accounts sponsored by Deutsche Bank Trust Company or any of its
affiliates, provided that the distribution proceeds are made from a qualified
retirement plan or from a 403(b)(7) plan that is sponsored by Deutsche Bank
Trust Company or any of its affiliates, and provided that, at the time of such
distribution, such qualified retirement plan or 403(b)(7) plan met the
requirements of an Eligible Benefit Plan and all or a portion of such plan's
assets were invested in the Deutsche Funds or certain other products made
available by the Distributor to such plans;
5. As part of an Eligible Benefit Plan having a minimum of 250 eligible
employees or a minimum of $1,000,000 invested in Deutsche Funds;
6. Investor accounts through certain broker-dealers and other Financial
Intermediaries that have entered into supplemental agreements with the
Distributor, which include a requirement that such shares be sold for the
benefit of clients participating in a "wrap account" or similar program under
which such clients pay a fee to the broker-dealer or other Financial
Intermediary, or such other accounts to which the broker-dealer or other
Financial Intermediary charges an asset management fee;
7. Qualified separate accounts maintained by an insurance company pursuant to
the laws of any State or territory of the United States;
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<PAGE>
8. Trust companies and bank trust departments, including Deutsche Bank Trust
Company and its affiliates, initially investing at least $100,000 of assets held
in a fiduciary, agency, advisory, custodial or similar capacity on behalf of any
one of their investor clients;
9. Accounts investing $100,000 or more by (1) a State or territory of the United
States, county, city or instrumentality thereof, (2) charitable organizations as
defined under Section 501(c)(3) of the Code, and (3) charitable remainder trusts
or life income pools as defined under Section 501(c)(3) of the Code;
10. Any other investor, including a private investment vehicle such as a family
trust or foundation which is a member of a qualified group, as determined by the
Distributor,provided that the group as a whole initially invests $100,000 or
more.
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. Larger purchases reduce the sales
charge paid. A Fund will combine purchases of Class A Shares made on the same
day by the investor, the investor's spouse, and the investor's children under
age 21 when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.
If an additional purchase of Class A Shares is made in a Fund, the Fund will
consider the previous purchases still invested in the Fund. For example, if a
shareholder already owns Class A Shares of an Equity Fund having a current value
at the public offering price of $30,000 and he purchases $20,000 more at the
current public offering price, the sales charge on the additional purchase
according to the schedule now in effect would be 4.50%, not 5.50%.
To receive the sales charge reduction, the Distributor must be notified by the
shareholder in writing or by his Financial Intermediary at the time the purchase
is made that Class A Shares are already owned or that purchases are being
combined. A Fund will reduce the sales charge after it confirms the purchases.
CONCURRENT PURCHASES. For purposes of qualifying for a sales charge reduction, a
shareholder has the privilege of combining concurrent purchases of Class A
Shares of two or more of the Deutsche Funds, the purchase price of which
includes a sales charge. For example, if a shareholder concurrently invested
$30,000 in one of the Class A Shares in the Deutsche Funds with a sales charge,
and $20,000 in another Fund, the sales charge would be reduced to reflect a
$50,000 purchase.
To receive this sales charge reduction, the Distributor must be notified by the
shareholder in writing or by his Financial Intermediary at the time the
concurrent purchases are made. A Fund will reduce the sales charge after it the
purchases are confirmed.
LETTER OF INTENT. If a shareholder intends to purchase at least $50,000 of Class
A Shares of the Deutsche Funds (excluding the Deutsche U.S. Money Market Fund)
over the next 13 months, the sales charge may be reduced by signing a letter of
intent to that effect. This letter of intent includes a provision for a sales
charge adjustment depending on the amount actually purchased within the 13-month
period and a provision for the Custodian to hold up to the maximum sales charge
of the total amount intended to be purchased in escrow (in Shares) until such
purchase is completed.
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<PAGE>
The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales charge.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales charge applicable
to the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Shares of any Deutsche Fund,
excluding the Deutsche U.S. Money Market Fund, will be aggregated to provide a
purchase credit towards fulfillment of the letter of intent. Prior trade prices
will not be adjusted.
REINVESTMENT PRIVILEGE. If Class A Shares in a Fund have been redeemed, the
shareholder has the privilege, within 120 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge. The
Distributor must be notified by the shareholder in writing or by his Financial
Intermediary of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his Class A Shares in a Fund, there may be tax consequences.
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
Investors may purchase Class A Shares at net asset value, without a sales
charge, with the proceeds from the redemption of shares of an unaffiliated
investment company that were purchased or sold with a sales charge or commission
and were not distributed by the Distributor. The purchase must be made within 60
days of the redemption, and the Distributor must be notified by the investor in
writing, or by his Financial Intermediary, at the time the purchase is made.
From time to time, a Fund may offer dealers a payment of []% for Shares
purchased under this program. If Shares are purchased in this manner,
redemptions of these Shares will be subject to a contingent deferred sales
charge for one year from the date of purchase. Shareholders will be notified
prior to the implementation of any special offering as described above.
INVESTING IN CLASS B SHARES. Class B Shares are sold at their net asset value
next determined after an order is received. While Class B Shares are sold
without an initial sales charge, under certain circumstances described under
"Contingent Deferred Sales Charge-Class B Shares," a contingent deferred sales
charge may be applied by the Distributor at the time Class B Shares are
redeemed.
CONVERSION OF CLASS B SHARES. Class B Shares will automatically convert into
Class A Shares on or about the fifteenth of the month eight full years after the
purchase date, except as noted below. Such conversion will be on the basis of
the relative net asset values per share, without the imposition of any sales
charge, fee, or other charge. Class B Shares acquired by exchange from Class B
Shares of another Deutsche Fund will convert into Class A Shares based on the
time of the initial purchase. For purposes of conversion to Class A Shares,
Shares purchased through the reinvestment of dividends and distributions paid on
Class B Shares will be considered to be held in a separate sub-account. Each
time any Class B Shares in the shareholder's account (other than those in the
sub-account) convert to Class A Shares, an equal pro rata portion of the Class B
Shares in the sub-account will also convert to Class A Shares. The conversion of
Class B Shares to Class A Shares is subject to the continuing availability of a
ruling from the Internal Revenue Service or an opinion of counsel that such
conversions will not constitute taxable events for federal tax purposes. There
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can be no assurance that such ruling or opinion will be available, and the
conversion of Class B Shares to Class A Shares will not occur if such ruling or
opinion is not available. In such event, Class B Shares would continue to be
subject to higher expenses than Class A Shares for an indefinite period.
Orders for $[] or more of Class B Shares will automatically be invested in
Class A Shares.
PURCHASING SHARES THROUGH A FINANCIAL INTERMEDIARY. An investor may call his
Financial Intermediary (such as a bank or an investment dealer) to place an
order to purchase Shares. Orders placed through a Financial Intermediary are
considered received when the Fund is notified of the purchase order or when
payment is converted into federal funds. Purchase orders through a registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for Shares to be purchased at that day's price. Purchase orders through
other Financial Intermediaries must be received by the Financial Intermediary
and transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
to be purchased at that day's price. It is the Financial Intermediary's
responsibility to transmit orders promptly. Financial Intermediaries may charge
additional fees for their services.
The Financial Intermediary which maintains investor accounts in Class B Shares
with a Fund must do so on a fully disclosed basis unless it accounts for share
ownership periods used in calculating the contingent deferred sales charge (see
"Contingent Deferred Sales Charge"). In addition, advance payments made to
Financial Intermediaries may be subject to reclaim by the Distributor for
accounts transferred to Financial Intermediaries which do not maintain investor
accounts on a fully disclosed basis and do not account for share ownership
periods.
PURCHASING SHARES BY WIRE. Once an account has been established, Shares may be
purchased by Federal Reserve wire by calling the Transfer Agent. All information
needed will be taken over the telephone, and the order is considered received
when IBT receives payment by wire. Federal funds should be wired as follows:
[WIRE ADDRESS]; For Credit to: (Fund Name) (Fund Class); (Fund Number, this
number can be found on the account statement or by contacting the Fund); Account
Number; Trade Date and Order Number; Group Number or Dealer Number; Nominee or
Institution Name; and ABA Number [#]. Shares cannot be purchased by wire on
holidays when wire transfers are restricted.
PURCHASING SHARES BY CHECK. Once an account has been established, Shares may be
purchased by sending a check made payable to the name of the specific Fund
(designate class of Shares and account number) to: Deutsche Family of Funds,
Inc., 2nd Federated Square, Pittsburgh, PA 15222. Orders by mail are considered
received when payment by check is converted into federal funds (normally the
business day after the check is received).
SPECIAL PURCHASE FEATURES
SYSTEMATIC INVESTMENT PROGRAM. Once a Fund account has been opened with the
minimum initial investment, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in a Fund at the net
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asset value next determined after an order is received by the Fund, plus the
sales charge, if applicable. Shareholders should contact their Financial
Intermediary or the Funds directly to participate in this program.
RETIREMENT PLANS. Fund Shares can be purchased as an investment for retirement
plans or IRA accounts. For further details, contact the Funds and consult a tax
adviser.
EXCHANGE PRIVILEGE
CLASS A SHARES. Class A shareholders may exchange all or some of their Shares
for Class A Shares of other Deutsche Funds at net asset value. None of the
Deutsche Funds imposes any additional fees on exchanges. Shareholders in certain
other Deutsche Funds may exchange all or some of their shares for Class A
Shares.
CLASS B SHARES. Class B shareholders may exchange all or some of their Shares
for Class B Shares of the Deutsche Funds. Not all Deutsche Funds offer Class B
Shares. Contact your Financial Intermediary regarding the availability of other
Class B Shares in the Deutsche Funds. Exchanges are made at net asset value
without being assessed a contingent deferred sales charge on the exchanged
Shares. To the extent that a shareholder exchanges Shares for Class B Shares of
other Deutsche Funds, the time for which the exchanged-for Shares are to be held
will be added to the time for which exchanged-from Shares were held for purposes
of satisfying the applicable holding period. For more information, see
"Contingent Deferred Sales Charge."
Please contact your Financial Intermediary directly or the Distributor for
information on and prospectuses for the Deutsche Funds into which your Shares
may be exchanged free of charge.
REQUIREMENTS FOR EXCHANGE. Shareholders using this privilege must exchange
Shares having a net asset value equal to the minimum investment requirements of
the Deutsche Fund into which the exchange is being made. The shareholder must
receive a Prospectus of the Deutsche Fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in which the
Shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of Shares of the other Fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
TAX CONSEQUENCES. An exercise of the exchange privilege is treated as a sale for
federal income tax purposes. Depending upon the circumstances, a capital gain or
loss may be realized. See "Taxes" below for more information."
MAKING AN EXCHANGE. Instructions for exchanging may be given in writing or by
telephone. Written instructions may require a signature guarantee. Shareholders
of a Fund may have difficulty in making exchanges by telephone through brokers
and other Financial Intermediaries during times of drastic economic or market
changes. If a shareholder cannot contact his broker or Financial Intermediary by
telephone, it is recommended that an exchange request be made in writing and
sent by overnight mail to: Deutsche Family of Funds, Inc., Federated Shareholder
Services Company, 2nd Federated Square, Pittsburgh, PA 15222.
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TELEPHONE INSTRUCTIONS. Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor is
on file with a Fund. If the instructions are given by a broker, a telephone
authorization form completed by the broker must be on file with the Fund. If
reasonable procedures are not followed, the responsible party may be liable for
losses due to unauthorized or fraudulent telephone instructions. Shares may be
exchanged between two Funds by telephone only if the two Deutsche Funds have
identical shareholder registrations.
Any Shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Federated Shareholder Services Company and deposited to the
shareholder's account before being exchanged. Telephone exchange instructions
are recorded and will be binding upon the shareholder. Such instructions will be
processed as of 4:00 p.m. (Eastern time) and must be received by the Fund before
that time for Shares to be exchanged the same day. Shareholders exchanging into
a Fund will begin receiving dividends the following business day. This privilege
may be modified or terminated at any time.
REDEMPTION OF SHARES
Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after a Fund receives the redemption
request. Redemptions will be made on days on which the Funds computes their net
asset value. Investors who redeem Shares through a Financial Intermediary may be
charged a service fee by that Financial Intermediary. Redemption requests must
be received in proper form and can be made as described below.
REDEEMING SHARES THROUGH A FINANCIAL INTERMEDIARY. Shares of a Fund may be
redeemed by calling your Financial Intermediary to request the redemption.
Shares will be redeemed at the net asset value, less any applicable contingent
deferred sales charge next determined after a Fund receives the redemption
request from the Financial Intermediary. Redemption requests through a
registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to a Fund before 5:00 p.m.
(Eastern time) in order for Shares to be redeemed at that day's net asset value.
Redemption requests through other Financial Intermediaries (such as banks) must
be received by the Financial Intermediary and transmitted to a Fund before 4:00
p.m. (Eastern time) in order for Shares to be redeemed at that day's net asset
value. The Financial Intermediary is responsible for promptly submitting
redemption requests and providing proper written redemption instructions.
Customary fees and commissions may be charged by the Financial Intermediary for
this service.
REDEEMING SHARES BY TELEPHONE. Shares may be redeemed in any amount by calling a
Fund provided that Fund has received a properly completed authorization form.
These forms can be obtained from the Distributor. Proceeds will be mailed in the
form of a check, to the shareholder's address of record or by wire transfer to
the shareholder's account at a domestic commercial bank that is a member of the
Federal Reserve System. The minimum amount for a wire transfer is $1,000.
Proceeds from redeemed Shares purchased by check or through ACH will not be
wired until that method of payment has cleared. Proceeds from redemption
requests received on holidays when wire transfers are restricted will be wired
the following business day.
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Telephone instructions will be recorded. If reasonable procedures are not
followed by a Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, redemption by mail (see "Redeeming Shares By Mail") should be
considered. If at any time a Fund shall determine it necessary to terminate or
modify the telephone redemption privilege, shareholders would be promptly
notified.
REDEEMING SHARES BY MAIL. Shares may be redeemed in any amount by mailing a
written request to: Deutsche Family of Funds, Inc., Federated Shareholder
Services Company, 2nd Federated Square, Pittsburgh, PA 15222. If share
certificates have been issued, they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.
The written request should state: Fund Name and the Share Class name; the
account name as registered with the Fund; the account number; and the number of
Shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the Shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days after receipt of a proper written redemption request. Dividends are
paid up to and including the day that a redemption request is processed.
Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined by the Securities and Exchange Act of 1934,
as amended. The Funds do not accept signatures guaranteed by a notary public.
Each Fund and the Transfer Agent have adopted standards for accepting signature
guarantees from the above institutions. A Fund may elect in the future to limit
eligible signature guarantors to institutions that are members of a signature
guarantee program. Each Fund and the Transfer Agent reserve the right to amend
these standards at any time without notice.
SPECIAL REDEMPTION FEATURES
SYSTEMATIC WITHDRAWAL PROGRAM. The Systematic Withdrawal Program permits the
shareholder to request withdrawal of a specified dollar amount (minimum $100) on
either a monthly or quarterly basis from accounts with the $10,000 minimum at
the time the shareholder elects to participate in the Systematic Withdrawal
Program.. Under this program, Shares are redeemed to provide for periodic
withdrawal payments in an amount directed by the shareholder.
Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in a Fund. For this
reason, payments under this program should not be considered as yield or income
on the shareholder's investment in a Fund. To be eligible to participate in this
program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through his Financial
Intermediary. Due to the fact that Class A Shares are sold with a sales charge,
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it is not advisable for shareholders to continue to purchase Class A Shares
while participating in this program. A contingent deferred sales charge may be
imposed on Class B Shares.
CONTINGENT DEFERRED SALES CHARGE
Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:
CLASS A SHARES. Class A Shares purchased under a periodic special offering with
the proceeds of a redemption of Shares of an unaffiliated investment company
purchased or redeemed with a sales charge and not distributed by the Distributor
may be charged a contingent deferred sales charge of 1.00% for redemptions made
within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.
CLASS B SHARES. Shareholders redeeming Class B Shares from their Fund accounts
within six full years of the purchase date of those Shares will be charged a
contingent deferred sales charge by the Distributor. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption.
CLASS A SHARES AND CLASS B SHARES. The contingent deferred sales charge will be
deducted from the redemption proceeds otherwise payable to the shareholder and
will be retained by the Distributor. The contingent deferred sales charge will
not be imposed with respect to: (1) Shares acquired through the reinvestment of
dividends or distributions of long-term capital gains; and (2) Shares held for
more than six full years from the date of purchase with respect to Class B
Shares and one full year from the date of purchase with respect to applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to applicable Class A Shares; (3) Shares held for fewer than six years
with respect to Class B Shares and one full year from the date of purchase with
respect to applicable Class A Shares on a first-in, first-out basis. A
contingent deferred sales charge is not assessed in connection with an exchange
of Fund Shares for shares of other funds in the Deutsche Funds in the same class
(see "Exchange Privilege"). Any contingent deferred sales charge imposed at the
time the exchanged-for shares are redeemed is calculated as if the shareholder
had held the shares from the date on which he became a shareholder of the
exchanged-from Shares. Moreover, the contingent deferred sales charge will be
eliminated with respect to certain redemptions (see "Contingent Deferred Sales
Charge - Elimination of Contingent Deferred Sales Charge").
ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE. A contingent deferred sales
charge will not be charged in connection with exchanges of Shares for Class A
Shares in other Deutsche Funds.
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The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Code of a shareholder; (2) redemptions
representing minimum required distributions from an Individual Retirement
Account or other retirement plan to a shareholder who has attained the age of 70
1/2; and (3) involuntary redemptions by a Fund of Shares in shareholder accounts
that do not comply with the minimum balance requirements. No contingent deferred
sales charge will be imposed on redemptions of Shares held by Trustees,
employees and sales representatives of the Funds, the distributor, or affiliates
of the Funds or distributor; employees of any Financial Intermediary that sells
Shares of the Funds pursuant to a sales agreement with the Distributor; and
spouses and children under the age of 21 of the aforementioned persons. Finally,
no contingent deferred sales charge will be imposed on the redemption of Shares
originally purchased through a bank trust department, an investment adviser
registered under the Investment Advisers Act of 1940, or retirement plans where
the third party administrator has entered into certain arrangements with the
Distributor or its affiliates, or any other Financial Intermediary, to the
extent that no payments were advanced for purchases made through such entities.
The Trustees reserve the right to discontinue elimination of the contingent
deferred sales charge. Shareholders will be notified of such elimination. Any
Shares purchased prior to the termination of such waiver would have the
contingent deferred sales charge eliminated as provided in the Fund's Prospectus
at the time of the purchase of the Shares. If a shareholder making a redemption
qualifies for an elimination of the contingent deferred sales charge, the
shareholder must notify the Distributor or the transfer agent in writing that he
is entitled to such elimination.
ACCOUNT AND SHARE INFORMATION
CERTIFICATES AND CONFIRMATIONS. As transfer agent for the Funds, Federated
Shareholder Services Company maintains a Share account for each shareholder.
Share certificates are not issued unless requested in writing to Federated
Shareholder Services Company.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
ACCOUNTS WITH LOW BALANCES. Due to the high cost of maintaining accounts with
low balances, a Fund may redeem Shares in any account, except retirement plans,
and pay the proceeds to the shareholder if the account balance falls below the
required minimum value of $5,000. This requirement does not apply, however, if
the balance falls below the required minimum value because of changes in the net
asset value of the respective Share Class. Before Shares are redeemed to close
an account, the shareholder is notified in writing and allowed 30 days to
purchase additional Shares to meet the minimum requirement.
DIVIDENDS AND DISTRIBUTIONS
Dividends consisting of substantially all of a Fund's net investment income, if
any, are declared and paid annually with respect to the Equity Funds and monthly
with respect to the Bond Funds. A Fund may also declare an additional dividend
of net investment income in a given year to the extent necessary to avoid the
imposition of federal excise tax on the Fund.
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Substantially all the realized net capital gains, if any, of each Fund are
declared and paid on an annual basis, except that an additional capital gains
distribution may be made in a given year to the extent necessary to avoid the
imposition of federal excise tax on the Fund. All shareholders on the record
date are entitled to dividends and capital gains distributions.
Dividends and capital gains distributions paid by a Funds are automatically
reinvested in additional shares of that Fund unless the shareholder has elected
to have them paid in cash. Dividends and distributions to be paid in cash are
credited to the shareholder's account, and in the case of certain customers, are
mailed by check in accordance with the customer's instructions. Each Fund
reserves the right to discontinue, alter or limit the automatic reinvestment
privilege at any time.
NET ASSET VALUE
A Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of each class of Shares in the market value
of a Fund's total assets (i.e., the value of its investment in the Portfolio and
other assets), subtracting the interest of each class of Shares in the
liabilities of such Fund and those attributable to each class of Shares, and
dividing the remainder by the total number of each class of Shares outstanding.
The net asset value for each class of Shares may differ due to the variance in
daily net income realized by each class. Such variance will reflect only accrued
net income to which the shareholders of a particular class are entitled. Values
of assets in each Portfolio are determined on the basis of their market value or
other fair value. See "Net Asset Value" in the Statement of Additional
Information for information on valuation of portfolio securities.
Each Fund computes its net asset value once daily at 4:00 p.m. (Eastern time)
on Monday through Friday, except on the holidays listed under "Net Asset Value"
in the Statement of Additional Information.
ORGANIZATION
The Corporation is an open-end management investment company organized on May
22, 1997, as a corporation under the laws of the State of Maryland. Its offices
are located at 2nd Federated Square, Pittsburgh, PA 15222; its telephone number
is [#].
The Articles of Incorporation currently permit the Corporation to issue
2,500,000,000 shares of common stock, par value $0.001 per share, of which
10,000,000 shares have been classified as shares of each Fund. The Board of
Directors of the Corporation may increase the number of shares the Corporation
is authorized to issue without the approval of shareholders. The Board of
Directors of the Corporation also has the power to designate one or more
additional series of shares of common stock and to classify and reclassify any
unissued shares with respect to such series. Currently there are 10 such series
and two classes of shares for each Fund (except for the Deutsche U.S. Money
Market Fund) known as Class A Shares and Class B Shares.
Each share of a Fund or Class shall have equal rights with each other share of
that Fund or Class with respect to the assets of the Corporation pertaining to
that Fund or Class. Upon liquidation of a Fund, shareholders of each Class
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are entitled to share pro rata in the net assets of the Fund available for
distribution to their Class.
Shareholders of a Fund are entitled to one vote for each full share held and to
a fractional vote for fractional shares. The voting rights of shareholders are
not cumulative. Shares have no preemptive or conversion rights (other than the
automatic conversion of Class B Shares into Class A Shares as described under
"Purchase of Shares - Conversion of Class B Shares"). The rights of redemption
are described elsewhere herein. Shares are fully paid and nonassessable by the
Corporation. It is the intention of the Corporation not to hold meetings of
shareholders annually. The Directors of the Corporation may call meetings of
shareholders for action by shareholder vote as may be required by the 1940 Act
or as may be permitted by the Articles of Incorporation or By-laws.
The Corporation's Articles of Incorporation provide that the presence in person
or by proxy of the holders of record of one third of the shares outstanding and
entitled to vote thereat shall constitute a quorum at all meetings of
shareholders of a Fund, except as otherwise required by applicable law. The
Articles of Incorporation further provide that all questions shall be decided by
a majority of the votes cast at any such meeting at which a quorum is present,
except as otherwise required by applicable law.
The Corporation's Articles of Incorporation provide that, at any meeting of
shareholders of a Fund or Class, a Financial Intermediary may vote any shares as
to which that Financial Intermediary is the agent of record and which are
otherwise not represented in person or by proxy at the meeting, proportionately
in accordance with the votes cast by holders of all shares otherwise represented
at the meeting in person or by proxy as to which that Financial Intermediary is
the agent of record. Any shares so voted by an Financial Intermediary are deemed
represented at the meeting for purposes of quorum requirements.
Each Portfolio is organized as a series of the Deutsche Portfolios, a trust
under the law of the State of New York. The Deutsche Portfolios' Declaration of
Trust provides that a Fund and other entities investing in a Portfolio (E.G.,
other investment companies, insurance company separate accounts and common and
commingled trust funds) are each liable for all obligations of the Portfolio.
However, the risk of a Fund incurring financial loss on account of such
liability is limited to circumstances in which both inadequate insurance existed
and the Portfolio itself was unable to meet its obligations. Accordingly, the
Directors of the Corporation believe that neither a Fund nor its shareholders
will be adversely affected by reason of the investment of all of the assets of a
Fund in its corresponding Portfolio.
Each investor in a Portfolio, including its corresponding Fund, may add to or
reduce its investment in the Portfolio on each day the New York Stock Exchange
is open for regular trading. At 4:00 p.m. (Eastern time) on each such business
day, the value of each investor's beneficial interest in a Portfolio is
determined by multiplying the net asset value of the Portfolio by the
percentage, effective for that day that represents that investor's share of the
aggregate beneficial interests in the Portfolio. Any additions or withdrawals,
which are to be effected on that day, are then effected. The investor's
percentage of the aggregate beneficial interests in the Portfolio is then
recomputed as the percentage equal to the fraction (i) the numerator of which is
the value of such
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investor's investment in the Portfolio as of 4:00 p.m. (Eastern time) on such
day plus or minus, as the case may be, the amount of any additions to or
withdrawals from the investor's investment in the Portfolio effected on such
day, and (ii) the denominator of which is the aggregate net asset value of the
Portfolio as of 4:00 p.m. (Eastern time) on such day plus or minus, as the case
may be, the amount of the net additions to or withdrawals from the aggregate
investments in the Portfolio by all investors in the Portfolio. The percentage
so determined is then applied to determine the value of the investor's interest
in the Portfolio as of 4:00 p.m. (Eastern time) on the following business day of
the Portfolio.
Whenever the Corporation is requested to vote on a matter pertaining to a
Portfolio, the Corporation will vote its shares without a meeting of
shareholders of its corresponding Fund if the proposal is one, which if made
with respect to the Fund, would not require the vote of shareholders of the
Fund, as long as such action is permissible under applicable statutory and
regulatory requirements. For all other matters requiring a vote, the Corporation
will hold a meeting of shareholders of the Fund and, at the meeting of investors
in its corresponding Portfolio, the Corporation will cast all of its votes in
the same proportion as the votes of the Fund's shareholders even if all Fund
shareholders did not vote. Even if the Corporation votes all its shares at the
Portfolio Trust meeting, other investors with a greater pro rata ownership in
the Portfolio could have effective voting control of the operations of the
Portfolio.
TAXES
The Corporation intends that each Fund will qualify as a separate "regulated
investment company" under Subchapter M of the Code. As a regulated investment
company, a Fund will not be subject to U.S. federal income tax on its income and
gains that it distributes to stockholders, provided that it distributes annually
at least 90% of its net investment income (which includes income, other than
capital gains, net of operating expenses, and the Fund's net short-term capital
gains in excess of its net long-term capital losses). Each Fund intends to
distribute at least annually to its shareholders substantially all of its net
investment income and realized net capital gains. Each Portfolio intends to
elect to be treated as a partnership for U.S. federal income tax purposes. As
such, each Portfolio generally should not be subject to U.S. taxes.
Dividends of net investment income are taxable to a U.S. shareholder as
ordinary income whether such distributions are taken in cash or are reinvested
in additional shares. Distributions of net capital gains, if any, are taxable to
a U.S. shareholder as long-term capital gains, regardless of how long the
shareholder has held the Fund's shares and regardless of whether taken in cash
or reinvested in additional shares. Dividends and distributions paid by a Fund
will not qualify for the deduction for dividends received by corporations. If
the net asset value of shares in any Fund is reduced below a shareholder's cost
as a result of a distribution by the Fund, such distribution will be taxable
even though it represents a return of invested capital. Investors should
consider the tax implications of buying shares just prior to a distribution when
the price of the shares may reflect the amount of the forthcoming distribution.
Annual statements as to the current federal tax status of distributions will be
mailed to shareholders at the end of each taxable year.
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Any gain or loss realized on the redemption or exchange of a Fund's shares by a
shareholder who is not a dealer in securities generally will be treated as
long-term capital gain or loss if the shares have been held for more than one
year, and otherwise as short-term capital gain or loss. However, any loss
realized by a shareholder upon the redemption or exchange of shares in a Fund
held for six months or less will be treated as a long-term capital loss to the
extent of any long-term capital gain distributions received by the shareholder
with respect to such shares. In addition, no loss will be allowed on the sale or
other disposition of shares of a Fund if, within a period beginning 30 days
before the date of such sale or disposition and ending 30 days after such date,
the holder acquires (such as through dividend reinvestment) securities that are
substantially identical to the shares of such Fund.
It is anticipated that certain income of the Funds will be subject to foreign
withholding or other taxes and that each Fund will be eligible to elect to "pass
through" to its shareholders the amount of foreign income taxes (including
withholding taxes) paid by such Fund. If a Fund makes this election, a
shareholder would include in gross income his pro rata share of the foreign
income taxes passed through and would be entitled either to deduct such taxes in
computing his taxable income (if the shareholder itemizes deductions) or to
claim a credit (which would be subject to certain limitations) for such taxes
against his U.S. federal income tax liability. A Fund will make such an election
only if it deems it to be in the best interests of its shareholders and will
notify each shareholder in writing each year that it makes the election of the
amount of foreign taxes, if any, to be treated as paid by the shareholder.
A Fund may be required to backup withhold for U.S. federal income tax purposes
31% of any dividends and distributions payable to a shareholder who fails to
provide the Fund with his correct taxpayer identification number or to make
required certifications, or who has been notified by the U.S. Internal Revenue
Service that he is subject to backup withholding. Backup withholding is not an
additional tax; amounts withheld may be credited against the shareholder's U.S.
federal income tax liability.
For further information on taxes, see "Taxes" in the Statement of Additional
Information.
ADDITIONAL INFORMATION
Each Fund sends to its shareholders annual and semiannual reports. The
financial statements appearing in annual reports are audited by independent
accountants. Shareholders also will be sent confirmations of each purchase and
redemption and monthly statements, reflecting all other account activity,
including dividends and any distributions reinvested in additional shares or
credited as cash.
In addition to selling beneficial interests to its corresponding Fund, a
Portfolio may sell beneficial interests to other mutual funds or institutional
investors. Such investors will invest in a Portfolio on the same terms and
conditions and will pay a proportionate share of the Portfolio's expenses.
However, the other investors investing in the Portfolio may sell shares of their
-38-
<PAGE>
own fund using a different pricing structure than the corresponding Fund. Such
different pricing structures may result in differences in returns experienced by
investors in other funds that invest in the Portfolio. Such differences in
returns are not uncommon and are present in other mutual fund structures.
Information concerning other holders of interests in the Portfolio is available
from the Administrator at (800)[#].
A Fund may withdraw its investment from its corresponding Portfolio at any time
if the Board of Directors of the Corporation determines that it is in the best
interests of the Fund to do so. Upon any such withdrawal, the Board of Directors
would consider what action might be taken, including the investment of all the
assets of the Fund in another pooled investment entity having the same
investment objective and restrictions as the Fund or the retaining of an
investment adviser to manage the Fund's assets in accordance with its investment
objective and policies.
Certain changes in a Portfolio's investment objective, policies or
restrictions, or a failure by a Fund's shareholders to approve a change in its
corresponding Portfolio's investment objective or restrictions, may require
withdrawal of the Fund's interest in the Portfolio. Any such withdrawal could
result in a distribution in kind of portfolio securities (as opposed to a cash
distribution) from the Portfolio which may or may not be readily marketable. The
distribution in kind may result in the Fund having a less diversified portfolio
of investments or adversely affect the Fund's liquidity, and the Fund could
incur brokerage, tax or other charges in converting the securities to cash.
-39-
<PAGE>
APPENDIX A
Exchanges in European countries which are not Member States of the European
Union and not states party to the Convention on the European Economic Area.
SWITZERLAND SLOVAKIA* CZECH REPUBLIC* HUNGARY*
Zurich Bratislavia Prague Budapest
Geneva
Basel
Exchanges in Non-European countries**
ARGENTINA* CANADA* SINGAPORE*
Buenos Aires Toronto Singapore Stock Exchange
Vancouver
AUSTRALIA* Montreal SOUTH AFRICA*
ASX (Sydney, Johannesburg
Hobart, Melbourne,
Perth) THAILAND*
Bangkok
BRASIL* KOREA*
San Paulo Seoul USA
Rio de Janiero American Stock Exchange (AMEX)
Boston*
CHILE* MALAYSIA* Chicago*
Santiago Kuala Lumpur Cincinnati*
Los Angeles Pacific Stock Exchange*
HONGKONG* MEXICO* New York
Hongkong Stock Mexico City New York Stock Exchange (NYSE)
Exchange Philadelphia*
San Francisco Pacific Stock Exchange*
INDONESIA* NEW ZEALAND*
Jakarta Stock Exchange Wellington
Christchurch/Invercargill
JAPAN Auckland
Tokyo
Osaka PERU*
Nagoya Lima
Kyoto
Fukuoto PHILIPPINES*
Niigata Manilla
Sapporo
Hiroshima
<PAGE>
Regulated Markets in countries which are not members on the European Union and
not contracting states of the treaty on the European Economic Area
JAPAN* **
Over-the-Counter Market
CANADA* **
Over-the-Counter Market
KOREA* **
Over-the Counter Market
SWITZERLAND
Free Trading Zurich
Free Trading Geneva
Exchange Bern
Over the Counter Market of the members of the International Securities Market
Association (ISMA), Zurich
UNITED STATES**
NASDAQ-System
Over-the-Counter Market (organized markets by the National Association of
Securities Dealers, Inc.)
* Not applicable to the Deutsche German Bond Fund
** Not applicable to the Deutsche European Mid-Cap Fund
<PAGE>
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offer contained in this Prospectus and, if
given or made, such other information or representations must not be relied upon
as having been authorized by the Corporation or the Distributor. This Prospectus
does not constitute an offer by the Corporation or by the Distributor to sell or
a solicitation of any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful for the Corporation or the
Distributor to make such offer in such jurisdiction.
DEUT016
<PAGE>
DEUT001G
STATEMENT OF ADDITIONAL INFORMATION
DEUTSCHE TOP 50 WORLD
DEUTSCHE TOP 50 EUROPE
DEUTSCHE TOP 50 ASIA
DEUTSCHE TOP 50 US
DEUTSCHE EUROPEAN MID-CAP FUND
DEUTSCHE GERMAN EQUITY FUND
DEUTSCHE JAPANESE EQUITY FUND
DEUTSCHE GLOBAL BOND FUND
DEUTSCHE GERMAN BOND FUND
2ND FEDERATED SQUARE, PITTSBURGH, PA 15222
==============================================================================
The Deutsche Top 50 World (the "Top 50 World"), Deutsche Top 50 Europe
(the "Top 50 Europe"), Deutsche Top 50 Asia (the "Top 50 Asia"), Deutsche Top 50
US (the "Top 50 US"), Deutsche European Mid-Cap Fund (the "European Mid-Cap
Fund"), Deutsche German Equity Fund (the "German Equity Fund"), Deutsche
Japanese Equity Fund (the "Japanese Equity Fund"), Deutsche Global Bond Fund
(the "Global Bond Fund") and Deutsche German Bond Fund (the "German Bond Fund")
(each, a "Fund" and collectively, the "Funds") are each a series of the Deutsche
Family of Funds, Inc. (the "Corporation"), a management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). Each Fund has its own investment objective.
The Corporation seeks to achieve the investment objective of each Fund
by investing all of the Fund's investable assets in a corresponding
non-diversified, open-end management investment company (each, a "Portfolio" and
collectively the "Portfolios") listed in Appendix A.
Each Portfolio is a series of the Deutsche Portfolios (the "Portfolio
Trust"), an open-end investment company. Each Portfolio has the same investment
objective as its corresponding Fund. There can be no assurance that any Fund or
any Portfolio will achieve its investment objective.
Shares of each Fund are offered in two classes known as Class A Shares
and Class B Shares (individually and collectively referred to as "Shares" as the
context may require). This Statement of Additional Information relates to both
classes of the above-mentioned Shares.
Deutsche Fund Management, Inc. ("DFM"), a registered investment adviser
and an indirect subsidiary of Deutsche Bank AG, a major global financial
institution, is the investment manager (the "Manager") of each Portfolio. DWS
International Portfolio Management GmbH is the investment adviser (the
"Adviser") of each Portfolio. This Statement of Additional Information is not a
prospectus and should be read in conjunction with the relevant Fund's Prospectus
dated [DATE] 1997, a copy of which may be obtained from the Corporation at the
address noted, above.
THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS [DATE,] 1997.
<PAGE>
TABLE OF CONTENTS
CROSS-REFERENCE TO
PAGE PAGE IN PROSPECTUS
Investment Objective and Policies
Investment Restrictions
Directors, Trustees and Officers
Manager
Adviser
Administrator
Off-Shore Agent
Service Agent
Distributor
Transfer Agent, Custodian and Fund Accountant
Independent Accountants
Purchase of Shares
Redemption of Shares
Net Asset Value; Redemption in Kind
Computation of Performance
Portfolio Transactions
Federal Taxes
Description of Shares
Additional Information
Financial Statements
2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
The following supplements the information contained in each Fund's
Prospectus concerning the investment objectives, policies and techniques of the
Portfolios. The descriptions are general and may not be applicable in certain
countries in which the Portfolios invest.
EQUITY INVESTMENTS
As discussed in each Fund's Prospectus, each Portfolio may invest in
the equity securities of domestic and foreign issuers to the extent consistent
with its investment objectives and policies. Equity investments may or may not
pay dividends and may or may not carry voting rights. Common stock occupies the
most junior position in a company's capital structure. Convertible securities
entitle the holder to exchange the securities for a specified number of shares
of common stock, usually of the same company, at specified prices within a
certain period of time and to receive interest or dividends until the holder
elects to convert. The provisions of any convertible security determine its
ranking in a company's capital structure. In the case of subordinated
convertible securities, the holder's claims on assets and earnings are
subordinated to the claims of other creditors, and are senior to the claims of
common shareholders.
INVESTMENT COMPANIES
Units of another securities investment fund managed by the Manager or
the Adviser or by another investment adviser affiliated with the Manager or the
Adviser through a substantial direct or indirect interest may be purchased if
the other investment fund according to its investment policies is specialized in
a specific geographic area or economic sector. A Portfolio would not, however,
pay a sales charge when investing in an investment company managed by the
Manager, the Adviser or their affiliates. In addition, no management fee would
be paid by a Portfolio with respect to its assets which are invested in
investment companies managed by the Manager, the Adviser or their affiliates.
PARTICIPATION CERTIFICATES
Certain companies have issued participation certificates, which entitle
the holder to participate only in dividend distributions, generally at rates
above those declared on the issuers' common stock, but not to vote, nor usually
to any claim for assets in liquidation. Participation certificates trade like
common stock on their respective stock exchanges. Such securities may have
higher yields; however, they may be less liquid than common stock. The Adviser
believes that certain participation certificates have potential for long-term
appreciation, depending on their price relative to that of the issuer's equity
securities, if publicly traded, and other criteria.
SHORT-TERM INSTRUMENTS
Although it is intended that the assets of each Portfolio stay invested
in the securities described above and in each Fund's Prospectus to the extent
practical in light of each Portfolio's investment objective and long-term
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investment perspective, assets of each Portfolio may be invested in bank
deposits and money market instruments maturing in less than 12 months to meet
anticipated expenses or for day-to-day operating purposes and when, in the
Adviser's opinion, it is advisable to adopt a temporary defensive position
because of unusual and adverse conditions affecting the equity or fixed income
markets. In addition, when a Portfolio experiences large cash inflows through
additional investments by its investors or the sale of portfolio securities, and
desirable securities that are consistent with its investment objective are
unavailable in sufficient quantities, assets may be held in short-term
investments for a limited time pending availability of such securities. Bank
deposits and money market instruments include credit balances and bank
certificates of deposit, discounted treasury notes and bills issued by the
Federal Republic of Germany ("FRG"), the states of the FRG, the European Union
or quasi-government entities for any of the foregoing.
OPTIONS
Each Portfolio may write call and put options and purchase call and put
options on securities. A Portfolio will write options on securities for the
purpose of increasing its return on such securities and/or to protect the values
of its portfolio.
The buyer of a typical put option can expect to realize a gain if the
price of the underlying instrument falls substantially. However, if the price of
the instrument underlying the option does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs). A call buyer
typically attempts to participate in potential price increases of the instrument
underlying the option with risk limited to the cost of the option if security
prices fall. At the same time, the buyer can expect to suffer a loss if security
prices do not rise sufficiently to offset the cost of the option. A Portfolio
may seek to terminate its position in a put option it writes before exercise by
purchasing an offsetting option in the market at its current price. If the
market is not liquid for a put option the Portfolio has written, however, the
Portfolio must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to post margin as
discussed below.
If the price of the underlying instrument rises, a put writer would
generally expect to profit, although its gain would be limited to the amount of
the premium it received. If security prices remain the same over time, it is
likely that the writer will also profit, because it should be able to close out
the option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from purchasing
and holding the underlying instrument directly, however, because the premium
received for writing the option should offset a portion of the decline. The
characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices
remain the same or fall. Through receipt of the option premium a call writer
offsets part of the effect of a price decline. At the same time, because a call
writer must be prepared to deliver the underlying instrument in return for the
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<PAGE>
strike price, even if its current value is greater, a call writer gives up some
ability to participate in security price increases.
Transaction in options, futures contracts, options on futures contracts
and forward contracts entered into for non-hedging purposes involve greater risk
and could result in losses which are not offset by gains on other portfolio
assets.
FOREIGN CURRENCY EXCHANGE TRANSACTIONS
Each Portfolio (except the Top 50 US Portfolio (US Dollar) may enter
into foreign currency exchange transactions in an attempt to protect against
changes in foreign currency exchange rates between the trade and settlement
dates of specific securities transactions or anticipated securities
transactions. Each such Portfolio may also enter into forward contracts to hedge
against a change in foreign currency exchange rates that would cause a decline
in the value of existing investments denominated or principally traded in a
foreign currency. To do this, the Portfolio would enter into a forward contract
to sell the foreign currency in which the investment is denominated in exchange
for U.S. dollars.
Although these transactions are intended to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time they
limit any potential gain that might be realized should the value of the hedged
currency increase. The precise matching of the forward contract amounts and the
value of the securities involved will not generally be possible because the
future value of such securities in foreign currencies will change as a
consequence of market movements in the value of such securities between the date
the forward contract is entered into and the date it matures. The projection of
currency market movements is difficult, and the successful execution of a
hedging strategy is highly uncertain.
EXCHANGE TRADED AND OVER-THE-COUNTER OPTIONS. All options purchased or
sold by a Portfolio will be traded on a securities exchange or, in the case of
Top 50 US Portfolio (US Dollar), will be purchased or sold by securities dealers
(in the case of over-the-counter, or "OTC," options) that meet creditworthiness
standards approved by the Portfolio Trust's Board of Trustees. In the case of
OTC options, the Top 50 US Portfolio relies on the dealer from which it
purchased the option to perform if the option is exercised. Thus, when the
Portfolio purchases an OTC option, it relies on the dealer from which it
purchased the option to make or take delivery of the underlying securities.
Failure by the dealer to do so would result in the loss of the premium paid by
the Portfolio as well as loss of the expected benefit of the transaction.
The staff of the SEC has taken the position that, in general, purchased
OTC options and the underlying securities used to cover written OTC options are
illiquid securities. However, the Top 50 US Portfolio may treat as liquid the
underlying securities used to cover written OTC options, provided it has
arrangements with certain qualified dealers who agree that such Portfolio may
repurchase any option it writes for a maximum price to be calculated by a
predetermined formula. In these cases, the OTC option itself would only be
considered illiquid to the extent that the maximum repurchase price under the
formula exceeds the intrinsic value of the option.
5
<PAGE>
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
Each Portfolio may purchase or sell (write) futures contracts and
purchase put and call options, including put and call options on futures
contracts. In addition, each Portfolio may sell (write) put and call options,
including options on futures. Futures contracts obligate the buyer to take and
the seller to make delivery at a future date of a specified quantity of a
financial instrument or an amount of cash based on the value of a securities
index.
Futures contracts and options on futures contracts may be entered into
on foreign exchanges. Investors should recognize that transactions involving
foreign securities or foreign currencies, and transactions entered into in
foreign countries may involve considerations and risks not typically associated
with investing in U.S. markets.
FUTURES CONTRACTS. When a Portfolio purchases a futures contract, it
agrees to purchase a specified quantity of an underlying instrument at a
specified future date and price or to make or receive a cash payment based on
the value of a securities index or a financial instrument. When a Portfolio
sells a futures contract, it agrees to sell a specified quantity of the
underlying instrument at a specified future date and price or to receive or make
a cash payment based on the value of a securities index or a financial
instrument. When a Portfolio purchases or sells a futures contract, the value of
the futures contract tends to increase and decrease in tandem with the value of
its underlying instrument or index. The price at which the purchase and sale
will take place is fixed when a Portfolio enters into the contract. Futures can
be held until their delivery dates or the positions can be (and normally are)
closed out before then.
When a Portfolio purchases or sells a futures contract, it is required
to make an initial margin deposit. Although the amount may vary, initial margin
can be as low as 1% or less of the face amount of the contract. Additional
margin may be required as the contract fluctuates in value. Since the amount of
margin is relatively small compared to the value of the securities covered by a
futures contract, the potential for gain or loss on a futures contract is much
greater than the amount of the Portfolio's initial margin deposit.
OPTIONS ON FUTURES. Put and call options on futures contracts may be traded by
each Portfolio in order to protect against declines in values of portfolio
securities or against increases in the cost of securities to be acquired. Unlike
a futures contract, which requires parties to buy or sell the underlying
financial instrument or make a cash settlement payment based on changes in the
price of the financial instrument on an agreed date, an option on a futures
contract entitles its holder to decide on or before a future date whether to
enter into such a contract. If the holder decides not to exercise its option,
the holder may close out the option position by entering into an offsetting
transaction or may decide to let the option expire and forfeit the premium
thereon. The purchaser of an option on a futures contract pays a premium for the
option but makes no initial margin payments or daily payments of cash in the
nature of "variation" margin payments to reflect the change in the value of the
underlying contract as does a purchaser or seller of a futures contract.
6
<PAGE>
The seller of an option on a futures contract receives the premium paid by the
purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional collateral required on any options on futures
contracts sold by a Portfolio are paid by that Portfolio into a segregated
account as required by the 1940 Act and the SEC's interpretations thereunder.
Purchase of options on futures contracts may present less risk in
hedging a Portfolio than the purchase or sale of the underlying futures
contracts since the potential loss is limited to the amount of the premium plus
related transaction costs. The writing of such options, however, does not
present less risk than the trading of futures contracts and will constitute only
a partial hedge, up to the amount of the premium received. In addition, if an
option is exercised, a Portfolio may suffer a loss on the transaction.
COMBINED POSITIONS. Each Portfolio may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, a Portfolio may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.
OPTIONS ON SECURITIES INDICES. Each Portfolio is also permitted to
purchase call and put options on any securities index based on securities in
which the Portfolio may invest. Options on securities indices are similar to
options on securities, except that the exercise of securities index options is
settled by cash payment and does not involve the actual purchase or sale of
securities. In addition, these options are designed to reflect price
fluctuations in a group of securities or segment of the securities market rather
than price fluctuations in a single security. A Portfolio, in purchasing index
options for hedging purposes, is subject to the risk that the value of its
portfolio securities may not change as much as that of an index because the
Portfolio's investments generally will not match the composition of an index.
WARRANTS. Each Portfolio may purchase warrants which, like options on
futures contracts and options on securities indices, entitle the holder to
purchase or sell a futures contract or to a cash payment reflecting the price
fluctuation in an index of securities. A Portfolio may also purchase warrants
that entitle the holder to a cash payment reflecting the fluctuation in the
value of certain financial futures contracts. Warrants on futures contracts and
warrants on securities indices differ from the equivalent options in that: (1)
they are securities issued by a financial institution/special purpose issuer
rather than contracts entered into with a futures exchange and (2) they are
traded on a securities exchange rather than on a futures exchange. The use of
warrants will generally entail the same risks that are associated with a
Portfolio's positions in options on futures and options on securities indices.
7
<PAGE>
OTHER LIMITATIONS. The Commodity Exchange Act prohibits U.S. persons,
such as a Portfolio, from buying or selling certain foreign futures contracts or
options on such contracts. Accordingly, each Portfolio will not engage in
foreign futures or options transactions unless the contracts in question may
lawfully be purchased and sold by U.S. persons in accordance with applicable
Commodity Futures Trading Commission ("CFTC") regulations or CFTC staff
advisories, interpretations and no action letters. In addition, in order to
assure that a Portfolio will not be considered a "commodity pool" for purposes
of CFTC rules, the Portfolio will enter into transactions in futures contracts
or options on futures contracts only if (1) such transactions constitute BONA
FIDE hedging transactions, as defined under CFTC rules or (2) no more than 5% of
the Portfolio's net assets are committed as initial margin or premiums to
positions that do not constitute BONA FIDE hedging transactions.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types of
exchange-traded options and futures contracts, it is likely that the
standardized options and futures contracts available will not match a
Portfolio's current or anticipated investments exactly. Each Portfolio may
invest in options and futures contracts based on securities with different
issuers, maturities, or other characteristics from the securities in which it
typically invests, which involves a risk that the options or futures position
will not track the performance of a Portfolio's other investments.
Options and futures contracts prices can also diverge from the prices
of their underlying instruments, even if the underlying instruments match a
Portfolio's investments well. Options and futures contracts prices are affected
by such factors as current and anticipated short term interest rates, changes in
volatility of the underlying instrument, and the time remaining until expiration
of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options and
futures markets and the securities markets, from structural differences in how
options and futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A Portfolio may purchase or sell options
and futures contracts with a greater or lesser value than the securities it
wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this
may not be successful in all cases. If price changes in a Portfolio's options or
futures positions are poorly correlated with its other investments, the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
market will exist for any particular option or futures contract at any
particular time even if the contract is traded on an exchange. In addition,
exchanges may establish daily price fluctuation limits for options and futures
contracts and may halt trading if a contract's price moves up or down more than
the limit in a given day. On volatile trading days when the price fluctuation
limit is reached or a trading halt is imposed, it may be impossible for a
Portfolio to enter into new positions or close out existing positions. If the
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions, and
could potentially
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require a Portfolio to continue to hold a position until delivery or expiration
regardless of changes in its value. As a result, a Portfolio's access to other
assets held to cover its options or futures positions could also be impaired.
(See "Exchange Traded and Over-the-Counter Options" above for a discussion of
the liquidity of options not traded on an exchange.)
POSITION LIMITS. Futures exchanges can limit the number of futures and options
on futures contracts that can be held or controlled by an entity. If an adequate
exemption cannot be obtained, a Portfolio or its Adviser may be required to
reduce the size of its futures and options positions or may not be able to trade
a certain futures or options contract in order to avoid exceeding such limits.
ASSET COVERAGE FOR FUTURES CONTRACTS AND OPTIONS POSITIONS. Each Portfolio
intends to comply with Section 4.5 of the regulations under the Commodity
Exchange Act, which limits the extent to which a Portfolio can commit assets to
initial margin deposits and option premiums. In addition, each Portfolio will
comply with guidelines established by the SEC with respect to coverage of
options and futures contracts by mutual funds, and if the guidelines so require,
will set aside appropriate liquid assets in a segregated custodial account in
the amount prescribed. Securities held in a segregated account cannot be sold
while the futures contract or option is outstanding, unless they are replaced
with other suitable assets. As a result, there is a possibility that segregation
of a large percentage of a Portfolio's assets could impede portfolio management
or a Portfolio's ability to meet redemption requests or other current
obligations.
RISK MANAGEMENT
Each Portfolio may employ non-hedging risk management techniques.
Examples of such strategies include synthetically altering the duration of a
portfolio or the mix of securities in a portfolio. For example, if the Adviser
wishes to extend maturities in a fixed income portfolio in order to take
advantage of an anticipated decline in interest rates, but does not wish to
purchase the underlying long term securities, it might cause the Portfolio to
purchase futures contracts on long term debt securities. Similarly, if the
Adviser wishes to decrease fixed income securities or purchase equities, it
could cause a Portfolio to sell futures contracts on debt securities and
purchase futures contracts on a stock index. Such non-hedging risk management
techniques are not speculative, but because they involve leverage include, as do
all leveraged transactions, the possibility of losses as well as gains that are
greater than if these techniques involved the purchase and sale of the
securities themselves rather than their synthetic derivatives.
INVESTMENT RESTRICTIONS
The investment restrictions of each Fund and its corresponding
Portfolio are identical, unless otherwise specified. Accordingly, references
below to a Fund also include its corresponding Portfolio unless the context
requires otherwise; similarly, references to a Portfolio also include its
corresponding Fund unless the context requires otherwise.
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The investment restrictions below have been adopted by the Corporation
with respect to each Fund as indicated and by the Portfolio Trust with respect
to each Portfolio as indicated. Except where otherwise noted, these investment
restrictions are "fundamental" policies which, under the 1940 Act, may not be
changed without the vote of a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of a Fund or a Portfolio, as the case may be. The
percentage limitations contained in the restrictions below apply at the time of
the purchase of securities except as otherwise noted. Whenever a Fund is
requested to vote on a change in the fundamental investment restrictions of its
corresponding Portfolio, the Corporation will hold a meeting of Fund
shareholders and will cast its votes as instructed by such Fund's shareholders.
Unless Sections 8(b)(1) and 13(a) of the 1940 Act or any SEC or SEC
staff interpretations thereof are amended or modified and except that the
Corporation may invest all of each Fund's assets in an open-end investment
company with substantially the same investment objective, policies and
restrictions as that Fund, each of the Funds and its corresponding Portfolio may
not:
1. Purchase any security if, as a result, more than 25% its total assets would
be invested in securities of issuers in any single industry. This limitation
shall not apply to securities issued or guaranteed as to principal or interest
by the U.S. Government or any foreign government or their respective agencies or
instrumentalities.
2. Issue senior securities. For purposes of this restriction, borrowing money in
accordance with paragraph 3 below, making loans in accordance with paragraph 7
below, the issuance of shares in multiple classes or series, the purchase or
sale of options, futures contracts, forward commitments, swaps and transactions
in repurchase agreements are not deemed to be senior securities.
3. Borrow money, except in amounts not to exceed one third of the Fund's total
assets (including the amount borrowed) (i) from banks for temporary or
short-term purposes or for the clearance of transactions, (ii) in connection
with the redemption of Fund shares or to finance failed settlements of portfolio
trades without immediately liquidating portfolio securities or other assets,
(iii) in order to fulfill commitments or plans to purchase additional securities
pending the anticipated sale of other portfolio securities or assets and (iv)
pursuant to reverse repurchase agreements entered into by the Fund.
4. Underwrite the securities of other issuers, except to the extent that, in
connection with the disposition of portfolio securities, the Fund may be deemed
to be an underwriter under the Securities Act of 1933, as amended (the "1933
Act").
5. Purchase or sell real estate except that the Fund may (i) acquire or lease
office space for its own use, (ii) invest in securities of issuers that invest
in real estate or interests therein, (iii) invest in securities that are secured
by real estate or interests therein, (iv) purchase and sell mortgage-related
securities and (v) hold and sell real estate acquired by the Fund as a result of
the ownership of securities.
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6. Purchase or sell commodities or commodity contracts, except the Fund may
purchase and sell financial futures contracts, options on financial futures
contracts and warrants and may enter into swap and forward commitment
transactions.
7. Make loans, except that the Fund (1) may lend portfolio securities with a
value not exceeding one-third of the Fund's total assets, (2) enter into
repurchase agreements, and (3) purchase all or a portion of an issue of debt
securities (including privately issued debt securities), bank loan participation
interests, bank certificates of deposit, bankers' acceptances, debentures or
other securities, whether or not the purchase is made upon the original issuance
of the securities.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. The investment restrictions described
below are not fundamental policies of the Funds and their corresponding
Portfolios and may be changed by their respective Directors or Trustees. These
non-fundamental investment policies require that each Fund and its corresponding
Portfolio may not:
(i) Acquire securities of other investment companies, except as permitted by the
1940 Act or any rule, order or interpretation thereunder, or in connection with
a merger, consolidation, reorganization, acquisition of assets or an offer of
exchange. Currently the 1940 Act prohibits a Fund from acquiring securities of
other investment companies if as a result more than 5% of its net assets would
be invested in such securities or more than 3% of the total outstanding
securities of any other investment company would be owned by the Fund;
(ii) Acquire any illiquid investments, such as repurchase agreements with more
than seven days to maturity or fixed time deposits with a duration of over seven
calendar days, if as a result thereof, more than 15% of the market value of the
Fund's total assets would be in investments that are illiquid;
(iii) With respect to each Fund, except the Top 50 US, invest more than 10% of
its net assets in unlisted securities (as defined in the Fund's prospectus)
(iv) Sell any security short, except to the extent permitted by the 1940 Act.
Transactions in futures contracts and options shall not constitute selling
securities short;
(v) Purchase securities on margin, but the Fund may obtain such short term
credits as may be necessary for the clearance of transactions;
The DWS Funds are subject to regulation under the German Investment
Companies Act, therefore, the Funds and Portfolios have adopted non-fundamental
investment policies as follows:
[INSERT POLICIES]
ALL FUNDS. There will be no violation of any investment restriction if
that restriction is complied with at the time the relevant action is taken
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notwithstanding a later change in market value of an investment, in net or total
assets, in the securities rating of the investment, or any other later change.
For purposes of fundamental investment restrictions regarding industry
concentration, the Adviser may classify issuers by industry in accordance with
classifications set forth in the Directory of Companies Filing Annual Reports
With the Securities and Exchange Commission or other sources. In the absence of
such classification or if the Adviser determines in good faith based on its own
information that the economic characteristics affecting a particular issuer make
it more appropriately considered to be engaged in a different industry, the
Adviser may classify an issuer accordingly. For instance, personal credit
finance companies and business credit finance companies are deemed to be
separate industries and wholly owned finance companies are considered to be in
the industry of their parents if their activities are primarily related to
financing the activities of their parents. Governments and their political
subdivisions are not considered members of any industry and, accordingly, the
restriction on industry concentration does not apply to investments in these
securities.
DIRECTORS, TRUSTEES AND OFFICERS
The Directors of the Corporation, Trustees of the Portfolio Trust and
executive officers of the Corporation and the Portfolio Trust, and principal
occupations during the past five years (although their titles may have varied
during the period) and business addresses are:
DIRECTORS OF THE CORPORATION AND TRUSTEES OF THE PORTFOLIO TRUST
Edward C. Schmults - Member of the Board of Directors of Green Point Financial
Corp. Member of the Board of Trustees of the Edna McConnell Clark Foundation.
Director of The Germany Fund, Inc. and The Central European Equity Fund, Inc.
Senior Vice President-External Affairs and General Counsel of GTE Corporation
(prior to 1994).
Robert H. Wadsworth - President of Robert H. Wadsworth & Associates, Inc.
Director of The Germany Fund, Inc., The New Germany Fund, Inc. and The Central
European Equity Fund, Inc.
Werner Walbroel - President and Chief Executive of the German American Chamber
of Commerce, Inc. Member of the United States German Youth Exchange Council.
Director of TUV Rheinland of North America, Inc. President and Director of
German American Partnership Program. Director of The Germany Fund, Inc., DB
New World Fund, Limited and LDC, and The Central European Equity Fund, Inc.
G. Richard Stamberger* **- Managing Director of Deutsche Morgan Grenfell, Inc.
President, Deutsche Asset Management North America, Inc. Director of The Germany
Fund, Inc. and The Central European Equity Fund, Inc. Managing Director of C.J.
Lawrence, Inc. (prior to 1993).
Christian Strenger* ** - Managing Director of DWS-Deutsche Gesellschaft fur
Wertpapiersparen mbH (since 1991). Director of The Germany Fund, Inc., The New
Germany Fund, Inc. and The Central European Equity Fund, Inc. Managing Director
of Deutsche Bank Securities Corporation (prior to 1991).
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OFFICERS OF THE CORPORATION
Brian A. Lee* - President. President and Managing Director of DFM (since
January 1997). Director of Deutsche Bank Trust Company (since 1994).
President and Chief Operating Officer of Deutsche Bank Trust Company (1994 -
1997). Director of Deutsche Bank Securities Corp. (1993-1994). Director of
Value Line Securities, Inc. (1992-1993). National Director and Head of Retail
Sales and Service Division, The Dreyfus Corporation (prior to 1992).
Joseph Cheung* - Secretary and Treasurer. Vice President (since 1996),
Assistant Vice President (1994-1996) and Associate (1991-1994) of Deutsche
Morgan Grenfell, Inc. Treasurer of the CountryBaskets Index Fund, Inc. (1996-
1997). Assistant Secretary and Assistant Treasurer of The Germany Fund, Inc.,
The Central European Equity Fund, Inc. and the New Germany Fund, Inc. (since
1993).
OFFICERS OF THE PORTFOLIO TRUST
[INSERT NAMES AND BIOGRAPHIES]
* is an "interested person" of the Corporation or the Portfolio Trust as
that term is defined in the 1940 Act.
** Mr. Lee, Mr. Strenger and Mr. Stamberger own less than 1% of the shares
of Deutsche Bank AG, of which the Manager and the Adviser are indirect
subsidiaries.
The address of each officer of the Corporation is 31 West 52nd Street,
New York, NY 10019.
The Directors of the Corporation receive from each Fund a base annual
fee of $5,000 and $500 per meeting attended plus expenses. The aggregate
compensation to each Director from the Corporation will be less than $60,000.
The Trustees of the Portfolio Trust receive from the Portfolio Trust a
base annual fee of $5,000 and $500 per meeting attended plus expenses. The
aggregate compensation to each Trustee from the Portfolio Trust will be less
than $60,000.
Neither the Corporation nor the Portfolio Trust requires employees
other than its officers, and none of its officers devote full time to the
affairs of the Corporation or the Portfolio Trust or receive any compensation
from a Fund or a Portfolio.
FUND OWNERSHIP. On the date of this Statement of Additional Information, the
Directors of the Corporation, Trustees of the Portfolio Trust and officers of
the Corporation and the Portfolio Trust as a group beneficially owned less than
1% of the outstanding shares of the Corporation and less than 1% of the
aggregate beneficial interests in any Portfolio. As of the same date, no person
owned 5% or more of the outstanding voting stock of a Fund or a Portfolio except
[] owned 100% of the outstanding beneficial interests in the [] Portfolio. []
owned 99.9% of the outstanding beneficial interests in the [] Portfolio.
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MANAGER
The investment manager to each Portfolio is DFM, an indirect subsidiary
of Deutsche Bank AG, a major global banking institution headquartered in
Germany. DFM, with principal offices at 31 West 52nd Street, New York, New York
10019, is a Delaware corporation and registered investment adviser under the
Investment Advisers Act of 1940.
Pursuant to an investment management agreement with the Portfolio Trust
with respect to each Portfolio ("Management Agreement"), DFM acts as investment
manager to each Portfolio and, subject to the supervision of the Board of
Trustees of the Portfolio Trust, is responsible for, but may and has delegated
as described below, under "Adviser," the day-to-day investment decisions, the
execution of portfolio transactions and the general management of each
Portfolio's investments in accordance with its investment objective, policies
and restrictions. DFM also provides each Portfolio with overall supervisory
services over the other service providers and certain other services. The
investment management services DFM provides to each Portfolio are not exclusive
under the terms of the Management Agreements. DFM is free to render similar
investment management services to others.
Each Management Agreement is dated [DATE], 1997 and remains in effect
until [DATE], 1999 and from year to year thereafter, but only so long as the
agreement is specifically approved at least annually (i) by a vote of the
holders of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the related Portfolio, or by the Portfolio Trust's Trustees, and
(ii) by a vote of a majority of the Trustees of the Portfolio Trust who are not
parties to such Management Agreement or "interested persons" (as defined in the
1940 Act) of the Portfolio Trust, cast in person at a meeting called for the
purpose of voting on such approval. Each Management Agreement was last approved
at a meeting held on [DATE]. A Management Agreement will terminate automatically
if assigned and is terminable at any time without penalty by a vote of a
majority of the Portfolio Trust's Trustees, or by a vote of the holders of a
majority of the related Portfolio's outstanding voting securities, on 60 days'
written notice to the Manager and by the Manager on 90 days' written notice to
the Portfolio Trust. Each Management Agreement provides that neither DFM nor its
personnel shall be liable for any error of judgment or mistake of law or for any
loss arising out of any investment or for any act or omission in its services,
except for wilful misfeasance, bad faith or gross negligence or reckless
disregard of its obligations and duties under the agreement. See "Additional
Information."
As compensation for the services rendered and related expenses borne by
DFM under the Management Agreement with the Portfolio Trust with respect to each
Equity Portfolio, DFM receives a fee from each Equity Portfolio, which is
computed daily and may be paid monthly, equal to 0.85% of the average daily net
assets of each Equity Portfolio on an annualized basis for the Portfolio's
then-current fiscal year. As compensation for the services rendered and related
expenses borne by DFM under the Management Agreement with the
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Portfolio Trust with respect to each Bond Portfolio, DFM receives a fee from
each Bond Portfolio, which is computed daily and may be paid monthly, equal to
0.75% of the average daily net assets of each Bond Portfolio on an annualized
basis for the Portfolio's then-current fiscal year. See also "Expenses."
Under a separate service agent agreement, DFM also provides services for
each Fund. See "Service Agent" below.
The Glass-Steagall Act and other applicable laws generally prohibit
banks (including foreign banks having U.S. operations, such as Deutsche Bank AG)
from engaging in the business of underwriting or distributing securities in the
United States, and the Board of Governors of the Federal Reserve System has
issued an interpretation to the effect that under these laws a bank holding
company registered under the Federal Bank Holding Company Act (or a foreign bank
subject to such Act's provisions) or certain subsidiaries thereof may not
sponsor, organize, or control a registered open-end investment company
continuously engaged in the issuance of its shares, such as the Corporation. The
interpretation does not prohibit a holding company (or such a foreign bank) or a
subsidiary thereof from acting as investment manager and custodian to such an
investment company. Deutsche Bank AG believes that DFM may perform the services
for the Portfolio Trust and the Corporation contemplated by the Management
Agreement and the Service Agent Agreement (see "Service Agent" below),
respectively, without violation of the Glass-Steagall Act or other applicable
banking laws or regulations. State laws on this issue may differ from the
interpretation of relevant federal law, and banks and financial institutions may
be required to register as dealers pursuant to state securities laws. However,
it is possible that future changes in either federal or state statutes and
regulations concerning the permissible activities of banks or trust companies,
as well as further judicial or administrative decisions and interpretations of
present and future statutes and regulations, might prevent DFM from continuing
to perform such services for each Portfolio.
ADVISER
DFM has entered into an investment advisory agreement ("Advisory
Agreement") on behalf of the Portfolio Trust with respect to each Portfolio
dated [DATE] with DWS International Portfolio Management GmbH. It is the
Adviser's responsibility, under the overall supervision of DFM, to conduct the
day-to-day investment decisions of each Portfolio, arrange for the execution of
portfolio transactions and generally manage each Portfolio's investments in
accordance with its investment objective, policies and restrictions.
The Adviser is an indirect subsidiary of Deutsche Bank AG. For these
services, the Adviser receives from DFM a fee, which is computed daily and may
be paid monthly, equal to 0.60% of the average daily net assets of each Equity
Portfolio and 0.50% of the average daily net assets of each Bond Portfolio on an
annualized basis for the Portfolio's then-current fiscal year.
Each Advisory Agreement is dated [DATE], 1997 and remains in effect
until [DATE], 1999 and from year to year thereafter, but only so long as the
agreement is specifically approved at least annually (i) by a vote of the
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holders of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the related Portfolio, or by the Portfolio Trust's Trustees, and
(ii) by a vote of a majority of the Trustees of the Portfolio Trust who are not
parties to such Advisory Agreement or "interested persons" (as defined in the
1940 Act) of the Portfolio Trust, cast in person at a meeting called for the
purpose of voting on such approval. Each Advisory Agreement was last approved at
a meeting held on [DATE]. Each Advisory Agreement will terminate automatically
if assigned or if its corresponding Management Agreement is terminated and is
terminable at any time without penalty by a vote of a majority of the Portfolio
Trust's Trustees, or by a vote of the holders of a majority of the related
Portfolio's outstanding voting securities, on 60 days' written notice to the
Adviser and by the Adviser on 90 days' written notice to the Manager. Each
Advisory Agreement provides that neither the Adviser nor its personnel shall be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in its services, except for wilful
misfeasance, bad faith or gross negligence or reckless disregard of its
obligations and duties under the agreement. See "Additional Information."
ADMINISTRATOR
Under an administration agreement with each of the Corporation and the
Portfolio Trust ("Administration Agreements"), Federated Services Company serves
as Administrator to the Funds and the Portfolios, respectively. In connection
with its responsibilities as Administrator of the Funds and the Portfolios,
Federated Services Company (i) furnishes ordinary clerical and related services
for day-to-day operations including certain recordkeeping responsibilities; (ii)
monitors the calculation and payment of dividends and distributions; and (iii)
performs such administrative oversight of the activities of the service
providers as the Corporation's Directors may direct from time to time. In
addition, in connection with its responsibilities as Administrator of the Funds,
Federated Services Company is responsible for (i) the registration of sufficient
Fund shares under federal securities laws; (ii) the authorization and projection
of expenses; and (iv) the preparation and distribution of material to the
Directors of the Corporation.
The Administration Agreements between the Corporation and Federated
Services Company (dated [DATE]) with respect to each Fund and between the
Portfolio Trust and Federated Services Company (dated [DATE]) with respect to
each Portfolio will remain in effect until terminated by either party thereto.
Each agreement is terminable by the Corporation or the Portfolio Trust at any
time without penalty by a vote of a majority of the Directors of the Corporation
or the Trustees of the Portfolio Trust, as the case may be, or by a vote of the
holders of a "majority of the outstanding voting securities" (as defined in the
1940 Act) of the Corporation or the Portfolio Trust, as the case may be (see
"Additional Information"). The Corporation's Administration Agreement is
terminable by the Directors of the Corporation or shareholders of the Fund on 60
days' written notice to Federated Services Company. The Portfolio Trust's
Administration Agreement is terminable by the Trustees of the Portfolio Trust or
by the Corporation and other investors in the Portfolio on 60 days' written
notice to Federated. Each agreement is terminable by the Administrator on 90
days' written notice to the Corporation or the Portfolio
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Trust, as the case may be. The Administration Agreement provides that neither
DFM nor its personnel shall be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission in
its services, except for wilful misfeasance, bad faith or gross negligence or
reckless disregard of its obligations and duties under the Agreement.
As Administrator of the Funds, Federated Services Company receives a
fee from each Fund, which is computed daily and may be paid monthly, at the
annual rate of 0.075% of the average daily net assets of each Fund up to $500
million and []% of the average daily net assets of each Fund greater than $500
million on an annualized basis for the Fund's then-current fiscal year. The
Administrator of the Funds will receive a minimum fee of $[] per Fund annually.
As Administrator of the Portfolios, Federated Services Company receives
a fee from each Portfolio, which is computed daily and may be paid monthly, at
the annual rate of 0.035% of the average daily net assets of each Portfolio up
to $500 million and []% of the average daily net assets of each Portfolio
greater than $500 million on an annualized basis for the Portfolio's
then-current fiscal year. The Administrator of the Portfolios will receive a
minimum fee of $[] per Portfolio annually.
OFF-SHORE AGENT
Under an off-shore service agreement ("Off-Shore Service Agreement")
with the Portfolio Trust, IBT Trust Company (Cayman) Ltd. ("IBT (Cayman)")
provides certain services to the Portfolios from outside the United States,
including (i) the maintenance of books and records; (ii) the filing of
regulatory documents; (iii) the distribution of materials to the Trustees of the
Portfolio Trust; and (iv) the authorization of expenses.
The Off-Shore Service Agreement (dated [DATE]) will remain in effect
until terminated by either party thereto. The Agreement is terminable by the
Portfolio Trust at any time without penalty by a vote of a majority of the
Trustees of the Portfolio Trust or by a vote of the holders of a "majority of
the outstanding voting securities" (as defined in the 1940 Act) of the Portfolio
Trust (see "Additional Information"). The agreement is terminable by the
Trustees of the Portfolio Trust or by the Fund and other investors in the
Portfolio on 60 days' written notice to IBT(Cayman) or by IBT(Cayman) on 90
days' written notice to the Portfolio Trust. The agreement provides that neither
IBT (Cayman) nor its personnel shall be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in its services, except for wilful misfeasance, bad faith or gross
negligence or reckless disregard of its obligations and duties under the
agreement.
As Off-Shore Agent of the Portfolios, IBT (Cayman) receives a fee from
each Portfolio, which is computed daily and may be paid monthly, at the annual
rate of $5,000.
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SERVICE AGENT
The Corporation, on behalf of each Fund, has entered into service agent
agreement (the "Service Agent Agreement") with DFM effective [DATE], 1997,
pursuant to which DFM is responsible for certain oversight services with respect
to the service providers of each Fund.
Under the Service Agent Agreement, DFM receives a fee from each Fund,
which is computed daily and may be paid monthly, at the annual rate of 0.075% of
the average daily net assets of each Fund up to $500 million and 0.050% of the
average daily net assets of each Fund greater than $500 million on an annualized
basis for the Fund's then-current fiscal year. The Service Agent will receive a
minimum fee of $20,000 per Fund annually.
The Service Agent Agreement (dated [DATE]) with respect to each Fund
will remain in effect until terminated by either party thereto. The Services
Agreement may be terminated at any time, without penalty, by the Directors of
the Corporation or DFM, on 60 days' written notice to the Service Agent and by
the Service Agent on 90 days' written notice. The Service Agreement provides
that neither DFM nor its personnel shall be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in its services, except for wilful misfeasance, bad faith or gross
negligence or reckless disregard of its obligations and duties under the
agreement. See "Additional Information."
DISTRIBUTOR
The distribution agreement ("Distribution Agreement")(dated [DATE],
1997) between the Corporation and Edgewood Services, Inc. (the "Distributor")
remains in effect indefinitely, but only so long as such agreement is
specifically approved at least annually (i) by a vote of the holders of a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
the related Fund, or by the Corporation's Directors, and (ii) by a vote of a
majority of the Directors of the Corporation who are not parties to such
Distribution Agreement or "interested persons" (as defined in the 1940 Act) of
the Corporation, cast in person at a meeting called for the purpose of voting on
such approval. The Distribution Agreement terminates automatically if assigned
by either party thereto and is terminable with respect to each Fund at any time
without penalty by a vote of a majority of the Directors of the Corporation or
by a vote of the holders of a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the Fund (see "Additional Information"). The
Distribution Agreement is terminable with respect to each Fund by the
Corporation's Directors or shareholders of a Fund on 60 days' written notice to
Edgewood. The Agreement is terminable by the Distributor on 90 days' written
notice to the Corporation.
The Distributor is not obligated to sell any specific number of shares.
Under a distribution plan (the "Distribution Plan") adopted on [DATE] Class B
Shares of each Fund will pay a fee to the Distributor in an amount computed at
an annual rate of 0.75% of the average daily net assets of the Fund represented
by Class B Shares to finance any activity which is principally intended to
result in the sale of Class B Shares of the Fund subject to the Distribution
Plan. A report of the amounts expended pursuant to the Distribution Plan, and
the purposes for which such expenditures were incurred, must be made to the
Directors of the Corporation for review at least quarterly.
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The Distribution Plan provides that it may not be amended to increase
materially the costs which a Fund may bear pursuant to the Distribution Plan
without shareholder approval and that other material amendments of the
Distribution Plan must be approved by the Directors of the Corporation, and by
the Directors who have no direct or indirect financial interest in the operation
of the Distribution Plan or any related agreement and are not "interested
persons" (as defined in the 1940 Act) of the Corporation ("Qualifying
Directors"), by vote cast in person at a meeting called for the purpose of
considering such amendments. While the Distribution Plan is in effect, the
selection and nomination of the Directors of the Corporation has been committed
to the discretion of the Qualifying Directors. The Distribution Plan has been
approved, and is subject to annual approval, by the Directors of the Corporation
and the Qualifying Directors, by vote cast in person at a meeting called for the
purpose of voting on the Distribution Plan. The Qualifying Directors voted to
approve the Distribution Plan at a meeting held on [DATE]. The Distribution Plan
is terminable with respect to the Class B Shares of a Fund at any time by a vote
of a majority of the Qualifying Directors or by vote of the holders of a
majority of the Class B Shares of that Fund.
TRANSFER AGENT, CUSTODIAN AND FUND ACCOUNTANT
Federated Shareholder Services Company, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, serves as the transfer agent and dividend
disbursing agent for each Fund. As Transfer Agent and Dividend Disbursing Agent,
Federated Shareholder Services Company is responsible for maintaining account
records detailing the ownership of Fund shares and for crediting income, capital
gains and other changes in share ownership to shareholder accounts. Investors
Bank & Trust Company, 89 South Street, Boston, MA 02111 acts as the custodian of
each Fund's and each Portfolio's assets. Pursuant to the Custodian Contract with
the Portfolio Trust, IBT is responsible for maintaining the books and records of
portfolio transactions and holding portfolio securities and cash. In the case of
foreign assets held outside the United States, IBT employs various subcustodians
who were approved in accordance with the regulations of the SEC. The Custodian
maintains portfolio transaction records. IBT Fund Services (Canada) Inc., One
First Canadian Place, King Street West, Suite 2800, P.O. Box 231, Toronto,
Ontario M5X1C8, provides fund accounting services to the Funds and the
Portfolios including (i) calculation of the daily net asset value for the Funds
and the Portfolios; (ii) responsibility for compliance with all applicable
federal and state securities and other regulatory requirements; and (iii)
monitoring each Fund's and Portfolio's compliance with the requirements
applicable to a regulated investment company under the Code.
INDEPENDENT ACCOUNTANTS
The independent accountants of the Corporation are KPMG Peat Marwick
LLP, 345 Park Avenue, New York, NY 10154-0102. The independent accountants of
the Portfolio Trust are KPMG, P.O. Box 493, The Genesis Building 5th Floor,
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George Town, Grand Cayman. The independent accountants conduct an annual audits
of financial statements, assist in the preparation and/or review of federal and
state income tax returns and provide consulting as to matters of accounting and
federal and state income taxation for each Fund or Portfolio, as the case may
be.
PURCHASE OF SHARES
Except under certain circumstances described in a Fund's Prospectus,
Shares are sold at their net asset value (plus a sales charge on Class A Shares
only) on days the New York Stock Exchange is open for business. The procedure
for purchasing Shares is explained in each Prospectus under "How To Purchase
Shares."
CONVERSION TO FEDERAL FUNDS. It is each Fund's policy to be as fully invested as
possible so that maximum interest may be earned. To this end, all payments from
shareholders must be in federal funds or be converted into federal funds before
shareholders begin to earn dividends. Federated Shareholder Services Company
acts as the shareholder's agent in depositing checks and converting them to
federal funds.
REDEMPTION OF SHARES
Each Fund redeems Shares at the next computed net asset value, less any
applicable contingent deferred sales charge, after a Fund receives the
redemption request. Redemption procedures are explained in each Fund's
Prospectus under "How To Redeem Shares." Although the transfer agent does not
charge for telephone redemptions, it reserves the right to charge a fee for the
cost of wire-transferred redemptions of less than $5,000.
Class B Shares redeemed within six years of purchase and applicable
Class A Shares redeemed within one year of purchase may be subject to a
contingent deferred sales charge. The amount of the contingent deferred sales
charge is based upon the amount of the administrative fee paid at the time of
purchase by the Distributor to the financial institution for services rendered,
and the length of time the investor remains a shareholder in a Fund. Should
Financial Intermediaries elect to receive an amount less than the fee that is
stated in a Fund's Prospectus for servicing a particular shareholder, the
contingent deferred sales charge and/or holding period for that particular
shareholder will be reduced accordingly.
Since portfolio securities of each Portfolio may be traded on foreign
exchanges which trade on Saturdays or on holidays on which a Fund will not make
redemptions, the net asset value of each class of Shares of a Fund may be
significantly affected on days when shareholders do not have an opportunity to
redeem their Shares.
REDEMPTION IN KIND. Although the Corporation intends to redeem Shares in
cash, it reserves the right under certain circumstances to pay the redemption
price in whole or in part by a distribution of securities from the respective
Fund's Portfolio. To the extent available, such securities will be readily
marketable.
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Any redemption beyond this amount will also be in cash unless the
Directors of the Corporation determine that payment should be in kind. In such a
case, a Fund will pay all or a portion of the remainder of the redemption in
portfolio instruments, valued in the same way as the Portfolio determines net
asset value. The portfolio instruments will be selected in a manner that the
Directors of the Corporation and Trustees of the Portfolio deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption
is made in kind, shareholders receiving their securities and selling them before
their maturity could receive less than the redemption value of their securities
and could incur certain transaction costs.
ELIMINATION OF THE CONTINGENT DEFERRED SALES CHARGE. The Systematic Withdrawal
Program permits the shareholder to request withdrawal of a specified dollar
amount (minimum $100) on either a monthly or quarterly basis from accounts with
the $10,000 minimum at the time the shareholder elects to participate in the
Systematic Withdrawal Program. The amounts that a shareholder may withdraw under
a Systematic Withdrawal Program that qualify for elimination of the contingent
deferred sales charge may not exceed 12% annually with reference initially to
the value of the Class B Shares upon establishment of the Systematic Withdrawal
Program and then as calculated at the fiscal year end. Amounts that exceed the
12% annual limit for redemption, as described, will be subject to the contingent
deferred sales charge. In determining the applicability of the contingent
deferred sales charge, the 12 month holding requirement for your new Class B
Shares received through an exchange will include the period for which your
original Class B Shares were held. However, for purposes of meeting the $10,000
minimum account value requirement, Class B Share accounts values will not be
aggregated.
EXCHANGE OF SHARES
An investor may exchange shares from any series of the Deutsche Family
of Funds (a "Deutsche Fund") into any other Deutsche Fund, as described under
"Exchange of Shares" in each Fund's Prospectus. For complete information, the
prospectus as it relates to each Fund into which a transfer is being made should
be read prior to the transfer. Requests for exchange are made in the same manner
as requests for redemptions. See "Redemption of Shares." Shares of a Fund to be
acquired are purchased for settlement when the proceeds from redemption become
available. The Corporation reserves the right to discontinue, alter or limit the
exchange privilege at any time.
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NET ASSET VALUE
Each Fund computes its net asset value once daily on Monday through
Friday as described under "Net Asset Value" in the Prospectus. The net asset
value will not be computed on the day the following legal holidays are observed:
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day. On days when U.S. trading
markets close early in observance of these holidays, each Fund and its
corresponding Portfolio would expect to close for purchases and redemptions at
the same time. The days on which net asset value is determined are the Fund's
business days.
The net asset value of a Fund is equal to the value of such Fund's
investment in its corresponding Portfolio (which is equal to that Fund's pro
rata share of the total investment of the Fund and of any other investors in the
Portfolio less the Fund's pro rata share of the Portfolio's liabilities) less
the Fund's liabilities.
FIXED INCOME SECURITIES. The fixed income portion of the Portfolios and
portfolio securities with a maturity of 60 days or more, including securities
that are listed on an exchange or traded over the counter, are valued using
prices supplied daily by an independent pricing service or services that (i) are
based on the last sale price on a national securities exchange or, in the
absence of recorded sales, at the readily available closing bid price on such
exchange or at the quoted bid price in the over-the-counter market, if such
exchange or market constitutes the broadest and most representative market for
the security and (ii) in other cases, take into account various factors
affecting market value, including yields and prices of comparable securities,
indication as to value from dealers and general market conditions. If such
prices are not supplied by a Portfolio's independent pricing service, such
securities are priced in accordance with procedures adopted by the Trustees of
the Portfolio Trust. All portfolio securities with a remaining maturity of less
than 60 days are valued by the amortized cost method.
OTHER SECURITIES. The value of investments listed on a U.S. securities exchange,
other than options on stock indexes, is based on the last sale prices on the New
York Stock Exchange at 4:00 P.M. or, in the absence of recorded sales, at the
average of readily available closing bid and asked prices on such exchange.
Securities listed on a foreign exchange considered by the Adviser to be a
primary market for the securities are valued at the last quoted sale price
available before the time when net assets are valued. Unlisted securities, and
securities for which the Adviser determines the listing exchange is not a
primary market, are valued at the average of the quoted bid and asked prices in
the over-the-counter market. The value of each security for which readily
available market quotations exist is based on a decision as to the broadest and
most representative market for such security. For purposes of calculating net
asset value, all assets and liabilities initially expressed in foreign
currencies will be converted into U.S. dollars at the prevailing market rates
available at the time of valuation.
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Options on stock indexes traded on U.S. national securities exchanges
are valued at the close of options trading on such exchanges which is currently
4:10 P.M., New York time. Stock index futures and related options, which are
traded on U.S. futures exchanges, are valued at their last sales price as of the
close of such futures exchanges which is currently 4:15 P.M., New York time.
Options, futures contracts and warrants traded on a foreign stock exchange or on
a foreign futures exchange are valued at the last price available before the
time when the net assets are valued. Securities or other assets for which market
quotations are not readily available (including certain restricted and illiquid
securities) are valued at fair value in accordance with procedures established
by and under the general supervision and responsibility of the Trustees of the
Portfolio Trust. Such procedures include the use of independent pricing services
that use prices based upon yields or prices of securities of comparable quality,
coupon, maturity and type; indications as to values from dealers; and general
market conditions.
Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of the New York Stock Exchange
and may also take place on days on which the New York Stock Exchange is closed.
If events materially affecting the value of securities occur between the time
when the exchange on which they are traded closes and the time when a
Portfolio's net asset value is calculated, such securities will be valued at
fair value in accordance with procedures established by and under the general
supervision of the Trustees.
PERFORMANCE DATA
From time to time, a Fund may quote performance in reports, sales
literature and advertisements published by the Corporation. Current performance
information for a Fund may be obtained by calling the number provided on the
cover page of this Statement of Additional Information. See also "Management of
the Corporation and the Portfolio Trust - Performance Information" in the
Prospectus.
TOTAL RETURN QUOTATIONS. As required by regulations of the SEC, the
annualized total return of a Fund for a period is computed by assuming a
hypothetical initial payment of $1,000. It is then assumed that all of the
dividends and distributions by a Fund over the period are reinvested. It is then
assumed that at the end of the period, the entire amount is redeemed. The
annualized total return is then calculated by determining the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption.
Average annual total return for each class of Shares of the Funds is
the average compounded rate of return for a given period that would equate a
$1,000 initial investment to the ending redeemable value of that investment. The
ending redeemable value is computed by multiplying the number of Shares owned at
the end of the period by the net asset value per share at the end of the period.
The number of Shares owned at the end of the period is based on the number of
Shares purchased at the beginning of the period with $1,000,
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less any applicable sales charge, adjusted over the period by any additional
Shares, assuming the annual reinvestment of all dividends and distributions.
Any applicable contingent deferred sales charge is deducted from the
ending value of the investment based on the lesser of the original purchase
price or the net asset value of Shares redeemed.
Aggregate total returns, reflecting the cumulative percentage change
over a measuring period, may also be calculated.
YIELD. The yield for each class of Shares of the Funds is determined by
dividing the net investment income per share (as defined by the SEC) earned by
any class of Shares over a 30-day period by the maximum offering price per share
of the respective class on the last day of the period. This value is annualized
using semi-annual compounding. This means that the amount of income generated
during the 30-day period is assumed to be generated each month over a 12-month
period and is reinvested every six months. The yield does not necessarily
reflect income actually earned by a Fund because of certain adjustments required
by the SEC and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.
To the extent that Financial Intermediaries and broker-dealers charge
fees in connection with services provided in conjunction with an investment in
any class of Shares, the performance will be reduced for those shareholders
paying those fees.
GENERAL. The performance of each of the classes of Shares will vary
from time to time depending upon market conditions, the composition of a
Portfolio, and its operating expenses. Consequently, any given performance
quotation should not be considered representative of a Fund's performance for
any specified period in the future. In addition, because performance will
fluctuate, it may not provide a basis for comparing an investment in a Fund with
certain bank deposits or other investments that pay a fixed yield or return for
a stated period of time.
Comparative performance information may be used from time to time in
advertising a Fund's shares, including appropriate market indices or data from
Lipper Analytical Services, Inc., Micropal, Inc., Ibbotson Associates,
Morningstar Inc., the Dow Jones Industrial Average and other industry
publications.
INFORMATION AND COMPARISONS RELATING TO THE FUNDS, SECONDARY MARKET
TRADING, NET ASSET SIZE, PERFORMANCE AND TAX TREATMENT. Information regarding
various aspects of each Fund, including the net asset size thereof, as well as
the performance and the tax treatment of Fund shares, may be included from time
to time in advertisements, sales literature and other communications as well as
in reports to current or prospective investors.
Information may be provided to prospective investors to help such
investors assess their specific investment goals and to aid in their
understanding of various financial strategies. Such information may present
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current economic and political trends and conditions and may describe general
principles of investing such as asset allocation, diversification and risk
tolerance, as well as specific investment techniques.
Information regarding the net asset size of a Fund may be stated in
communications to prospective or current investors for one or more time periods,
including annual, year-to-date or daily periods. Such information may also be
expressed in terms of the total number of Fund Shares outstanding as of one or
more time periods. Factors integral to the size of a Fund's net assets, such as
the volume and activity of purchases and redemptions of Fund Shares, may also be
discussed, and may be specified from time to time or with respect to various
periods of time. Comparisons of such information during various periods may also
be made and may be expressed by means of percentages.
Information may be provided to investors regarding capital gains
distributions by the Funds, including historical information relating to such
distributions. Comparisons between the Funds and other investment vehicles such
as mutual funds may be made regarding such capital gains distributions,
including the expected effects of differing levels of portfolio adjustments on
such distributions and the potential tax consequences thereof.
Information may also be provided in communications to prospective or
current investors comparing and contrasting the relative advantages of investing
in Fund Shares as compared to other investment vehicles, such as mutual funds,
both on an individual and a group basis (E.G., stock index mutual funds). Such
information may include comparisons of costs, expense ratios, expressed either
in dollars or basis points, stock lending activities, permitted investments and
hedging activities (E.G., engaging in options or futures transactions), price
volatility and portfolio turnover data and analyses. In addition, such
information may quote, reprint or include portions of financial, scholarly or
business publications or periodicals, including model allocation schedules or
portfolios as the foregoing relate to the comparison of Fund Shares to other
investment vehicles, current economic financial and political conditions,
investment philosophy or techniques or the desirability of owning Fund Shares.
Information on the performance of Fund Shares on the basis of changes
in NAV per fund share, with or without reinvesting all dividends and/or any
distributions of capital in additional Fund Shares, may be included from time to
time in a Fund's performance reporting. The performance of a Fund may also be
compared to the performance of money managers as reported in market surveys such
as SEI Fund Evaluation Survey (a leading data base of tax-exempt fund) or mutual
funds such as those reported by Lipper Analytical Services, Morningstar,
Micropal, Money Magazine Fund Watch or Wiesenberger Investment Companies
Service, each of which measures performance following their own specific and
well-defined calculation measures, or of the NYSE Composite Index, the American
Stock Exchange Index (indices of stocks traded on the New York and American
Stock Exchanges, respectively), the Dow Jones Industrial Average (an index of 30
widely traded industrial common stocks), any widely recognized foreign stock and
bond index or similar measurement standards during the same period of time.
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Information relating to the relative NAV performance of Fund Shares may
be compared against a wide variety of investment categories and asset classes,
including common stocks, small capitalization stocks, ADRs, long and
intermediate term corporate and government bonds, Treasury bills, futures
contracts, the rate of inflation in the United States (based on the Consumer
Price Index ("CPI") or other recognized indices) and other capital markets and
combinations thereof. Historical returns of the capital markets relating to a
Fund may be provided by independent statistical studies and sources, such as
those provided to Ibbotson Associates. The performance of these capital markets
is based on the returns of different indices. Information may be presented using
the performance of these and other capital markets to demonstrate general
investment strategies. So, for example, performance of Fund Shares may be
compared to the performance of selected asset classes such as short-term U.S.
Treasury bills, long-term U.S. Treasury bonds, long-term corporate bonds,
mid-capitalization stocks, small capitalization stocks and various classes of
foreign stocks and may also be measured against the rate of inflation as set
forth in well-known indices (such as the CPI). Performance comparisons may also
include the value of a hypothetical investment in any of these capital markets.
Performance of Fund Shares may also be compared to that of other indices or
compilations that may be developed and made available to the investing public in
the future. Of course, such comparisons will only reflect past performance of
Fund Shares and the investment categories, indices or compilations chosen and no
guarantees can be made of future results regarding the performance of either
Fund Shares or the asset classes chosen for such comparisons.
Information comparing the portfolio holdings relating to a particular
Fund, with those of relevant stock indices or other investment vehicles, such as
mutual funds or futures contracts, may be advertised or reported by the Fund.
Equity analytic measures, such as price/earnings ratio, price/book value and
price/cash flow and market capitalizations, may be calculated for the portfolio
holdings and may be reported on an historical basis or on the basis of
independent forecasts.
Information may be provided by a Fund on the total return for various
composites of the different Funds. These composite returns might be compared to
other securities or indices utilizing any of the comparative measures that might
be used for the individual Fund, including correlations, standard deviation, and
tracking error analysis.
PORTFOLIO TRANSACTIONS
The Portfolio Trust trades securities for a Portfolio if it believes that a
transaction net of costs (including custodian charges) will help achieve the
Portfolio's investment objective. Changes in a Portfolio's investments are made
without regard to the length of time a security has been held, or whether a sale
would result in the recognition of a profit or loss. Therefore, the rate of
turnover is not a limiting factor when changes are appropriate. Specific
decisions to purchase or sell securities for a Portfolio are made by its
portfolio manager who is an employee of the Adviser. The portfolio manager may
serve other, clients of the Adviser in a similar capacity.
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The primary consideration in placing portfolio securities transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Adviser attempts to achieve this result by selecting
broker-dealers to execute transactions on behalf of the Portfolios and other
clients of the Adviser on the basis of their professional capability, the value
and quality of their brokerage services, and the level of their brokerage
commissions. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's markup
or markdown), the Adviser normally seeks to deal directly with the primary
market makers, unless in its opinion, best execution is available elsewhere. In
the case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees are available to the Adviser on the tender of a
Portfolio's securities in so-called tender or exchange offers.
In connection with the selection of such brokers or dealers and the placing
of such orders, the Adviser seeks for each Portfolio in its best judgment,
prompt execution in an effective manner at the most favorable price. Subject to
this requirement of seeking the most favorable price, securities may be bought
from or sold to broker-dealers who have furnished statistical, research and
other information or services to the Adviser or the Portfolio, subject to any
applicable laws, rules and regulations.
The investment advisory fee that each Portfolio pays to the Adviser will
not be reduced as a consequence of the Adviser's receipt of brokerage and
research services. While such services are not expected to reduce the expenses
of the Adviser, the Adviser would, through the use of the services, avoid the
additional expenses which would be incurred if it should attempt to develop
comparable information through its own staff or obtain such services
independently.
In certain instances there may be securities that are suitable as an
investment for a Portfolio as well as for one or more of the Adviser's other
clients. Investment decisions for the Portfolios and for the Adviser's other
clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only
one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable for
the investment objectives of more than one client. When two or more clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could adversely affect the
price of or the size of the position obtainable in a security for a Portfolio.
When purchases or sales of the same security for a Portfolio and for other
portfolios managed by the Adviser occur contemporaneously, the purchase or sale
orders may be aggregated in order to obtain any price advantages available to
large volume purchases or sales.
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TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS IN THE PROSPECTUS ENTITLED "THE FUND -- DIVIDENDS AND
DISTRIBUTIONS" AND "-- TAXES".
UNITED STATES TAXATION
GENERAL. Each Fund intends to qualify and intends to remain qualified
as a regulated investment company (a "RIC") under Subchapter M of the Code. As a
RIC, a Fund must, among other things: (a) derive at least 90% of its gross
income from dividends, interest, payments with respect to loans of stock and
securities, gains from the sale or other disposition of stock, securities or
foreign currency and other income (including but not limited to gains from
options, futures, and forward contracts) derived with respect to its business of
investing in such stock, securities or foreign currency; (b) derive less than
30% of its gross income from the sale or other disposition of stock, securities,
options, futures or forward contracts (other than options, futures or forward
contracts on foreign currencies) held less than three months; and (c) diversify
its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the
value of the Fund's total assets is represented by cash, U.S. Government
securities, investments in other RICs and other securities limited in respect of
any one issuer, to an amount not greater than 5% of the Fund's total assets, and
10% of the outstanding voting securities of such issuer and (ii) not more than
25% of the value of its total assets is invested in the securities of any one
issuer (other than U.S. Government securities or the securities of other RICs).
As a RIC, a Fund (as opposed to its shareholders) will not be subject to federal
income taxes on the net investment income and capital gains that it distributes
to its shareholders, provided that at least 90% of its net investment income and
realized net short-term capital gains in excess of net long-term capital losses
for the taxable year is distributed.
A Fund will generally be subject to an excise tax of 4% on the amount
of any income or capital gains, above certain permitted levels, distributed to
shareholders on a basis such that such income or gain is not taxable to
shareholders in the calendar year in which it was earned by the Fund.
Any dividend declared by a Fund in October, November or December of any
calendar year and payable to shareholders of record on a specified date in such
a month shall be deemed to have been received by each shareholder on December 31
of such calendar year and to have been paid by the Fund not later than such
December 31 so long as the dividend is actually paid by the Fund during January
of the following calendar year.
If a Portfolio purchases shares in certain foreign investment entities,
referred to as "passive foreign investment companies," the Fund may be subject
to U.S. federal income tax, and an additional charge in the nature of interest,
on a portion of any "excess distribution" from such company or gain from the
disposition of such shares, even if the distribution or gain is paid by the Fund
as a dividend to its shareholders. If the Fund were able and elected to treat a
passive foreign investment company as a "qualified electing
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fund," in lieu of the treatment described above, the Fund would be required each
year to include in income, and distribute to shareholders in accordance with the
distribution requirement set forth above, the Fund's pro rata share of the
ordinary earnings and net capital gains of the company, whether or not
distributed to the Fund. Under proposed Regulations, if finalized, or proposed
legislation, if enacted, the Fund could instead elect to mark-to-market the
shares annually, in which case the treatment provided in the first sentence
above also would not apply.
Gains or losses attributable to disposition of foreign currency or to
foreign currency contracts, or to fluctuations in exchange rates between the
time a Portfolio accrues income or receivables or expenses or other liabilities
denominated in a foreign currency and the time a Portfolio actually collects
such income or pays such liabilities, are generally treated as ordinary income
or ordinary loss. Similarly, gains or losses on the disposition of debt
securities held by a Portfolio, if any, denominated in foreign currency, to the
extent attributable to fluctuations in exchange rates between the acquisition
and disposition dates are also treated as ordinary income or loss. These gains
and losses increase or decrease the amount of the Fund's net investment income
available for distribution rather than its net capital gains.
Forward currency contracts, options and futures contracts entered into
by a Portfolio may create "straddles" for U.S. federal income tax purposes and
this may affect the character and timing of gains or losses realized by a
Portfolio on forward currency contracts, options and futures contracts or on the
underlying securities. "Straddles" may also result in the loss of the holding
period of underlying securities for purposes of the 30% gross income test
described above, and therefore, a Portfolio's ability to enter into forward
currency contracts, options and futures contracts may be limited.
Dividends paid from net investment income will generally be taxable to
a shareholder as ordinary income. Regardless of the length of time a shareholder
has held his shares, distributions designated as being from a Fund's net
long-term capital gains (I.E., the excess of net long-term capital gains over
net short-term capital losses) will be taxable as such. Distributions in excess
of a Fund's current and accumulated earnings and profits will be treated as a
tax-free return of capital to the extent of the shareholder's basis in his
shares and as a capital gain thereafter.
FOREIGN TAXES. As set forth in the Prospectus under "Taxation," the
Funds are expected to be subject to foreign withholding and other taxes with
respect to income received from sources within certain foreign countries. If a
Fund is liable for foreign income taxes, including such withholding taxes, the
Fund expects to meet the requirements of the Code for "passing through" to its
shareholders the foreign taxes paid, but there can be no assurance that it will
be able to do so. Under the Code, if more than 50% of the value of a Portfolio's
total assets at the close of any taxable year consists of stock or securities of
foreign corporations, its corresponding Fund may elect to treat the
proportionate share of foreign income taxes paid by the Fund as paid directly by
the Fund's shareholders. If the Fund elects to pass through
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foreign taxes to the shareholders, no deduction for such foreign taxes may be
claimed by a shareholder who does not itemize deductions and no deduction is
available in computing an individual shareholder's alternative minimum tax
liability. A shareholder who is a nonresident alien individual or a foreign
corporation may be subject to U.S. withholding tax on the income resulting from
the election described in this paragraph, but may not be able to claim a credit
or deduction against such U.S. tax for the foreign taxes treated as having been
paid by such shareholder. A tax-exempt shareholder will not ordinarily benefit
from this election. Shareholders who choose to utilize a credit (rather than a
deduction) for foreign taxes will be subject to the limitation that the credit
may not exceed the shareholder's U.S. tax (determined without regard to the
availability of the credit) attributable to his or her total foreign source
taxable income. For this purpose, the portion of dividends and distributions
paid by a Fund from its foreign source net investment income will be treated as
foreign source income. A Portfolio's gains and losses from the sale of
securities will generally be treated as derived from U.S. sources, however, and
certain foreign currency gains and losses likewise will be treated as derived
from U.S. sources. The limitation on the foreign tax credit is applied
separately to foreign source "passive income," such as the portion of dividends
received from a Portfolio that qualifies as foreign source income. In addition,
the foreign tax credit is allowed to offset only 90% of the alternative minimum
tax imposed on corporations and individuals. Because of these limitations, a
shareholder may be unable to claim a credit for the full amount of his
proportionate shares of the foreign income taxes paid by a Portfolio.
The foregoing is only a general description of the foreign tax credit
under current law. Because application of the credit depends on the particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisers.
STATE AND LOCAL TAXES. Each Fund may be subject to state or local taxes
in jurisdictions in which that Fund is deemed to be doing business. In addition,
the treatment of a Fund and its shareholders in those states that have income
tax laws might differ from treatment under the federal income tax laws. For
example, a portion of the dividends received by shareholders may be subject to
state income tax. Shareholders should consult their own tax advisors with
respect to any state or local taxes.
FOREIGN SHAREHOLDERS. Distributions of net investment income and
realized net short-term capital gains in excess of net long-term capital losses
to a shareholder who, as to the United States, is a non-resident alien
individual, fiduciary of a foreign trust or estate, foreign corporation or
foreign partnership (a "foreign shareholder") will be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate) unless the dividends
are effectively connected with a U.S. trade or business of the shareholder, in
which case the dividends will be subject to tax on a net income basis at the
graduated rates applicable to U.S. individuals or domestic corporations.
Distributions of net long-term capital gains to foreign shareholders will not be
subject to U.S. tax unless the distributions are effectively connected with the
shareholder's trade or business in the United States or, in the case of a
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shareholder who is a non-resident alien individual, the shareholder was present
in the United States for more than 182 days during the taxable year and certain
other conditions are met.
In the case of a foreign shareholder who is a nonresident alien
individual and who is not otherwise subject to withholding as described above, a
Fund may be required to withhold U.S. federal income tax at the rate of 31%
unless IRS Form W-8 is provided. See "Taxation" in the Prospectus. Transfers by
gift of shares of a Fund by a foreign shareholder who is a nonresident alien
individual will not be subject to U.S. federal gift tax, but the value of shares
of the Fund held by such a shareholder at his or her death will be includible in
his or her gross estate for U.S. federal estate tax purposes.
REPORTS TO SHAREHOLDERS. The Fund will make annual reports of the
federal income tax status of distributions to owners of shares. Such reports
will set forth the dollar amounts of dividends from net investment income and
long-term capital gains and, if the Fund elects to pass through foreign taxes,
the shareholder's portion of the foreign income taxes paid to each country and
the portion of the dividends that represents income derived from sources within
each country.
The foregoing discussion is based on U.S. federal tax laws in effect on
the date hereof. These laws are subject to change by legislative or
administrative action, possibly with retroactive effect.
THE FOREGOING DISCUSSION IS A SUMMARY ONLY AND IS NOT INTENDED AS A
SUBSTITUTE FOR CAREFUL TAX PLANNING. PROSPECTIVE INVESTORS IN SHARES OF A FUND
SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE TAX CONSEQUENCES OF INVESTING IN
SUCH SHARES, INCLUDING THE CONSEQUENCES UNDER STATE, LOCAL AND OTHER TAX LAWS.
DESCRIPTION OF SHARES
The Corporation is an open-end management investment company organized
as a Maryland corporation on May 22, 1997. The Articles of Incorporation
currently permit the Corporation to issue 2,500,000,000 shares of common stock,
par value $0.001 per share, of which 10,000,000 shares have been classified as
shares of each Fund. The Corporation currently consists of ten such series and
two classes of shares for each Fund (except for the Deutsche U.S. Money Market
Fund) known as Class A Shares and Class B Shares.
Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. Shareholders in the Corporation do not have
cumulative voting rights, and shareholders owning more than 50% of the
outstanding shares of the Corporation may elect all of the Directors of the
Corporation if they choose to do so and in such event the other shareholders in
the Corporation would not be able to elect any Director. The Corporation is not
required and has no current intention to hold meetings of shareholders annually,
but the Corporation will hold special meetings of shareholders when in the
judgment of the Corporation's Directors it is necessary or desirable to submit
matters for a shareholder vote. Shareholders have under certain
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circumstances (E.G., upon application and submission of certain specified
documents to the Directors by a specified number of shareholders) the right to
communicate with other shareholders in connection with requesting a meeting of
shareholders for the purpose of removing one or more Directors. Shareholders
also have the right to remove one or more Directors without a meeting by a
declaration in writing by a specified number of shareholders. Shares have no
preference, pre-emptive, conversion or similar rights (except the automatic
conversion of Class B Shares into Class A Shares as discussed in the Prospectus
under "Purchase of Shares"). Shares, when issued, are fully paid and
non-assessable.
Stock certificates are not issued by the Corporation except upon
request.
The Articles of Incorporation of the Corporation contain a provision
permitted under Maryland Corporation Law which under certain circumstances
eliminates the personal liability of the Corporation's Directors to the
Corporation or its shareholders.
The Articles of Incorporation and the By-Laws of the Corporation
provide that the Corporation indemnify the Directors and officers of the
Corporation to the full extent permitted by the Maryland Corporation Law, which
permits indemnification of such persons against liabilities and expenses
incurred in connection with litigation in which they may be involved because of
their offices with the Corporation. However, nothing in the Articles of
Incorporation or the By-Laws of the Corporation protects or indemnifies a
Director or officer of the Corporation against any liability to the Corporation
or its shareholders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
Interests in a Portfolio have no preference, preemptive, conversion or
similar rights and are fully paid and non-assessable. The Portfolio Trust is not
required to hold annual meetings of investors, but will hold special meetings of
investors when, in the judgment of its Trustees, it is necessary or desirable to
submit matters for an investor vote. Each investor is entitled to a vote in
proportion to the share of its investment in a Portfolio.
ADDITIONAL INFORMATION
As used in this Statement of Additional Information and the Prospectus,
the term "majority of the outstanding voting securities" (as defined in the 1940
Act) currently means the vote of (i) 67% or more of the outstanding voting
securities present at a meeting, if the holders of more than 50% of the
outstanding voting securities are present in person or represented by proxy; or
(ii) more than 50% of the outstanding voting securities, whichever is less.
Fund shareholders receive semi-annual reports containing unaudited
financial statements and annual reports containing financial statements audited
by independent auditors.
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A shareholder's right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed: (i) during
periods when the New York Stock Exchange or foreign stock exchange is closed for
other than weekends and holidays or when regular trading on such Exchange is
restricted as determined by the Securities and Exchange Commission by rule or
regulation, (ii) during periods in which an emergency exists which causes
disposal of, or evaluation of the net asset value of, portfolio securities to be
unreasonable or impracticable, or (iii) for such other periods as the SEC may
permit.
Telephone calls to any Fund, the Transfer Agent, the Distributor, or
Financial Intermediaries with respect to shareholder servicing may be tape
recorded. With respect to the securities offered hereby, this Statement of
Additional Information and the Prospectus do not contain all the information
included in the Corporation's Registration Statement filed with the SEC under
the 1933 Act and the Corporation's and the Portfolio Trust's Registration
Statement filed under the 1940 Act. Pursuant to the rules and regulations of the
SEC, certain portions have been omitted. The Registration Statements including
the exhibits filed therewith may be examined at the office of the SEC in
Washington, D.C.
Statements contained in this Statement of Additional Information and
the Prospectus concerning the contents of any contract or other document are not
necessarily complete, and in each instance, reference is made to the copy of
such contract or other document filed as an exhibit to the applicable
Registration Statements. Each such statement is qualified in all respects by
such reference.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS AND THIS STATEMENT OF ADDITIONAL INFORMATION, IN CONNECTION WITH THE
OFFER CONTAINED THEREIN AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION OR THE DISTRIBUTOR. THE PROSPECTUS AND THIS STATEMENT OF ADDITIONAL
INFORMATION DO NOT CONSTITUTE AN OFFER BY ANY FUND OR BY THE DISTRIBUTOR TO SELL
OR SOLICIT ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE FUNDS OR THE
DISTRIBUTOR TO MAKE SUCH OFFER IN SUCH JURISDICTIONS.
DEUT001F
33
<PAGE>
APPENDIX A
FUNDS AND CORRESPONDING PORTFOLIOS
The Corporation seeks to achieve the investment objective of each Fund
by investing all of the Fund's investable assets in the corresponding
non-diversified, open-end management investment company (each, a "Portfolio" and
collectively the "Portfolios") listed below:
Top 50 World Top 50 World Portfolio (US Dollar)
Top 50 Europe Top 50 Europe Portfolio (US Dollar)
Top 50 Asia Top 50 Asia Portfolio (US Dollar)
Top 50 US Top 50 US Portfolio (US Dollar)
European Mid-Cap Fund Provesta Portfolio (US Dollar)
German Equity Fund Investa Portfolio (US Dollar)
Japanese Equity Fund DWS Japan Portfolio (US Dollar)
(collectively, the Equity Funds) (collectively, the Equity Portfolios)
Global Bond Fund Inter-Renta Portfolio (US Dollar)
German Bond Fund German Bond Portfolio (US Dollar)
(collectively, the Bond Funds) (collectively, the Bond Portfolios)
34
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Financial Statements included in Part A:
Not Applicable.
Financial Statements included in Part B:
To be filed by amendment.
C-1
<PAGE>
(b) Exhibits:
1 -- Articles of Incorporation of the Registrant.(1)
2 -- By-Laws of the Registrant.(1)
3 -- Not Applicable.
4 -- Not Applicable.
5 -- Not Applicable
6 -- Distribution Agreement.(2)
7 -- Not Applicable.
8 -- (a) Custody Agreement.(2)
(b) Transfer Agency Agreement.(2)
(c) Fund Accounting Agreement.(2)
9 -- (a) Administration Agreement.(2)
(b) Off Shore Agent Agreement.(2)
(c) Servicing Agreement.(2)
10 -- Opinion of Counsel (including consent).(2)
11 -- Independent auditors' consent.(2)
12 -- Not Applicable.
13 -- Copies of investment representation letters from initial
shareholders.(2)
14 -- Not Applicable.
15 -- Distribution Plan. (2)
16 -- Schedule for Computation of Performance Quotations.(2)
17 -- Financial Data Schedule.(2)
18 -- Multiple Class (Rule 18f-3) Agreement.(2)
19 -- Power of Attorney. (2)
- - ---------------------
(1) Filed herewith.
(2) To be filed by amendment.
C-2
Item 25. Persons Controlled by or Under Common Control with Registrant.
See "Directors and Officers" in the Statement of Additional Information
filed as part of this Registration Statement.
Item 26. Number of Holders of Securities.
Title of Class Number of Record Holders
Common Stock (as of May 22, 1997)
Deutsche European Mid-Cap Fund 0
Deutsche German Equity Fund 0
Deutsche Japanese Equity Fund 0
Deutsche Global Bond Fund 0
Deutsche German Bond Fund 0
C-3
<PAGE>
Item 27. Indemnification
Reference is made to Article EIGHTH of Registrant's Articles of
Incorporation.
Registrant, its Directors and officers, and persons affiliated with
them are insured against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities that might be imposed as
a result of such actions, suits or proceedings.
Insofar as indemnification for liability arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to Directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer of controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser.
To be filed by amendment.
C-4
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Item 29. Principal Underwriters.
(a) Edgewood Services, Inc. ("Edgewood") the Distributor
for shares of the Registrant, also acts as principal
underwriter for the following open-end investment
companies: Excelsior Institutional Trust (formerly,
UST Master Funds, Inc.), Excelsior Tax-Exempt Funds,
Inc. (formerly, UST Master Tax-Exempt Funds, Inc.),
Excelsior Institutional Trust, FTI Funds, FundManager
Portfolios, Marketvest Funds, Marketvest Funds, Inc.,
Old Westbury Funds, Inc., BT Advisor Funds, BT
Pyramid Funds, BT Investment Funds and BT
Institutional Funds.
(b) Set forth below are the names and positions of each
Director and officer of Edgewood. The principal
business address of these individuals is Federated
Investors Tower, Pittsburgh, PA 15222. Unless
otherwise specified, no officer or Director of
Edgewood serves as an officer or Director of the
Registrant.
Position and Offices with Position and Offices
Name Edgewood with the Registrant
- - ------------- --------------------------- --------------------
Lawrence Caracciolo Director, President, --
Edgewood Services, Inc.
Arthur L. Cherry Director, --
Edgewood Services, Inc.
J. Christopher Donohue Director, --
Edgewood Services, Inc.
Thomas P. Sholes Director, --
Edgewood Services, Inc.
Ronald M. Petnuch Vice President, --
Edgewood Services, Inc.
Thomas P. Schmitt Vice President, --
Edgewood Services, Inc.
Ernest L. Linane Assistant Vice President, --
Edgewood Services, Inc.
S. Elliot Cohan Secretary, --
Edgewood Services, Inc.
Thomas J. Ward Assistant Secretary, --
Edgewood Services, Inc.
Kenneth W. Pegher, Jr. Treasurer, --
Edgewood Services, Inc.
(c) Not Applicable.
C-5
<PAGE>
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
maintained at the offices of:
Deutsche Family of Funds, Inc.
2nd Federated Square
Pittsburgh, PA 15222
Deutsche Fund Management, Inc.
31 West 52nd Street
New York, NY 10019
(investment adviser and servicing agent)
Edgewood Services, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
(distributor)
Federated Services Company
Federated Investors Tower
Pittsburgh, PA 15222-3779
(administrator)
Federated Shareholder Services Company
Federated Investors Tower
Pittsburgh, PA 15222-3779
(transfer agent, custodian and fund accountant)
Item 31. Management Services.
Other than as set forth under the caption "Management of the
Corporation and the Portfolio Trust" in the Prospectus constituting Part A of
the Registration Statement, Registrant is not a party to any management-related
service contract.
Item 32. Undertakings.
(a) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders upon request and without charge.
(b) The Registrant undertakes to file a post-effective amendment,
including financials, which need not be certified, within four to six months
following the commencement of operations of each of its series. The financial
statements included in such amendment will be as of and for the time period
ended on a date reasonably close or as soon as practicable to the date of the
amendment.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized
in the City of Boston, Commonwealth of Massachusetts on the 23rd day
of May, 1997.
DEUTSCHE FAMILY OF FUNDS, INC.
By /s/ ROBERT D. MANCUSO
Robert D. Mancuso
President, Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated above.
Signature Title
/s/ ROBERT D. MANCUSO Director, President, Secretary
Robert D. Mancuso and Treasurer
<PAGE>
INDEX TO EXHIBITS
1 Articles of Incorporation.
2 Bylaws
ARTICLES OF INCORPORATION
OF
DEUTSCHE FAMILY OF FUNDS, INC.
FIRST: INCORPORATOR. I, THE UNDERSIGNED, ROBERT D. MANCUSO, whose post
office address is 89 South Street, Boston, MA 02111, being at least twenty-one
years of age, do under and by virtue of the General Laws of the State of
Maryland authorizing the formation of corporations, associate myself as
incorporator with the intention of forming a corporation (hereinafter called the
"Corporation").
SECOND: NAME. The name of the Corporation is Deutsche Family of
Funds, Inc.
THIRD: PURPOSES AND POWERS. The purpose for which the Corporation is
formed is to act as an open-end management investment company under the
Investment Company Act of 1940, as currently in effect or as hereafter may be
amended and the Rules and Regulations from time to time promulgated and
effective thereunder (referred to herein collectively as the "Investment Company
Act of 1940") and to exercise and enjoy all of the powers, rights and privileges
granted to, or conferred upon, corporations by the General Laws of the State of
Maryland now or hereafter in force.
FOURTH: PRINCIPAL OFFICE. The post office address of the principal
office of the Corporation in this State is c/o The Corporation Trust
Incorporated, 32 South Street, Baltimore, MD 21202. The name of the
Corporation's resident agent is The Corporation Trust Incorporated, and its post
office address is 32 South Street, Baltimore, MD 21202. Said resident agent is a
corporation of the State of Maryland.
FIFTH: CAPITAL STOCK.
1. The total number of shares of capital stock of all series and
classes that the Corporation initially shall have authority to issue is
2,500,000,000, with a par value of one-tenth of one cent ($0.001) per share, to
be known and designated as Common Stock, such shares of Common Stock having an
aggregate par value of two million five hundred thousand dollars ($2,500,000).
The Board of Directors shall have power and authority to increase or decrease,
from time to time, the aggregate number of shares of stock, or of any series or
class of stock, that the Corporation shall have the authority to issue.
2. Subject to the provisions of the Corporation's charter, the Board of
Directors shall have the power to issue shares of Common Stock of the
Corporation from time to time, at prices not less than the net asset value or
par value thereof, whichever is greater, for such consideration (which may
consist of, among other things, cash and/or securities) as may be fixed from
time to time pursuant to the direction of the Board of Directors. All stock,
upon issuance against receipt of the consideration specified by the Board of
Directors, shall be fully paid and nonassessable.
<PAGE>
3. Pursuant to Section 2-105 of the Maryland General Corporation Law,
the Board of Directors of the Corporation shall have the power to designate one
or more series of shares of Common Stock, to fix the number of shares in any
such series and to classify or reclassify any unissued shares with respect to
such series. Any series of Common Stock shall be referred to herein individually
as a "Series" and collectively, together with any further series from time to
time established, as the "Series". Any such Series (subject to any applicable
rule, regulation or order of the Securities and Exchange Commission or other
applicable law or regulation) shall have such preferences, conversion or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, terms and conditions of redemption and other characteristics as
the Board of Directors may determine in the absence of a contrary provision set
forth herein. The aforesaid power shall include the power to create, by
classifying or reclassifying unissued shares in the aforesaid manner, one or
more Series in addition to those initially designated as named below and to
increase the aggregate number of shares of a Series. Subject to such aforesaid
power, the Board of Directors has initially designated ten Series of shares of
Common Stock of the Corporation. The names of such Series and the number of
shares of Common Stock initially classified and allocated to these Series are as
follows:
NUMBER OF SHARES OF COMMON STOCK
NAME OF SERIES INITIALLY CLASSIFIED AND ALLOCATED
Deutsche German Blue Chip Equity Fund 10,000,000
Deutsche European Mid-Cap Equity Fund 10,000,000
Deutsche Top 50 European Equity Fund 10,000,000
Deutsche Top 50 World Equity Fund 10,000,000
Deutsche Top 50 Asian Equity Fund 10,000,000
Deutsche Japanese Equity Fund 10,000,000
Deutsche Global Bond Fund 10,000,000
Deutsche U.S. Money Market Fund 10,000,000
Deutsche Top 50 U.S. Equity Fund 10,000,000
Deutsche German Bond Fund 10,000,000
4. The Board of Directors may, from time to time and without
stockholder action, classify shares of a particular Series into one or more
additional classes of that Series, the voting, dividend, liquidation and other
rights of which shall differ from the other classes of Common Stock of that
Series to the extent provided in Articles Supplementary for such additional
class, such Articles Supplementary to be filed for record with the appropriate
authorities of the State of Maryland. Any class of a Series of Common Stock
shall be referred to herein individually as a "Class" and collectively, together
with any further class or classes of such Series from time to time established,
as the "Classes".
5. All Classes of a particular Series of Common Stock of the
Corporation shall represent the same interest in the Corporation and have
identical voting, dividend, liquidation and other rights with any other shares
of Common Stock of that Series; PROVIDED, however, that notwithstanding anything
in the charter of the Corporation to the contrary:
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<PAGE>
(i) any Class of shares may be subject to such sales loads,
contingent deferred sales charges, Rule 12b-1 fees,
administrative fees, service fees or other fees, however
designated, in such amounts as may be established by the Board
of Directors from time to time in accordance with the
Investment Company Act of 1940 and the applicable rules and
regulations of the National Association of Securities Dealers,
Inc;
(ii) expenses related solely to a particular Class of a Series
(including, without limitation, distribution expenses under a
Rule 12b-1 plan and administrative expenses under an
administration or service agreement, plan or other
arrangement, however designated) shall be borne by that Class
and shall be appropriately reflected (in the manner determined
by the Board of Directors) in the net asset value, dividends,
distributions and liquidation rights of the shares of that
Class;
(iii) as to any matter with respect to which a separate vote
of any Class of a Series is required by the Investment Company
Act of 1940 or by the Maryland General Corporation Law
(including, without limitation, approval of any plan,
agreement or other arrangement referred to in subsection (ii)
above), such requirement as to a separate vote by that Class
shall apply in lieu of single class voting (as defined in
Section 7 of this Article), and if permitted by the Investment
Company Act of 1940 or the Maryland General Corporation Law,
the Classes of more than one Series shall vote together as a
single class on any such matter that shall have the same
effect on each such Class. As to any matter that does not
affect the interest of a particular Class of a Series, only
the holders of shares of the affected Class or Classes of that
Series shall be entitled to vote; and
(iv) shares of one Class may be convertible into shares of
another Class, at the option of the holder, of the Corporation
or automatically, in each case to the extent provided in the
Articles Supplementary for such first Class.
6. Subject to the foregoing, each share of a Series or Class shall have
equal rights with each other share of that Series or Class with respect to the
assets of the Corporation belonging to that Series or Class. The dividends
payable to the holders of any Series or Class (subject to any applicable rule,
regulation or order of the Securities and Exchange Commission or any other
applicable law or regulation) shall be determined by the Board of Directors and
need not be individually declared, but may be declared and paid in accordance
with a formula adopted by the Board of Directors (whether or not the amount of
dividend or distribution so declared can be calculated at the time of such
declaration).
7. The holder of each share of Common Stock of the Corporation shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share, irrespective of the Series or Class, then standing in his or
her name in the books of the Corporation. On any matter submitted to a vote of
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<PAGE>
stockholders, all shares of Common Stock of the Corporation then issued and
outstanding and entitled to vote, irrespective of the Series or Class, shall be
voted in the aggregate and not by Series or Class ("single class voting") except
(1) when otherwise expressly provided by the Maryland General Corporation Law or
when required by the Investment Company Act of 1940, shares shall be voted by
individual Series or Class, and (2) when the matter does not affect any interest
of a particular Series or Class, then only stockholders of such other Series or
Class or Series or Classes whose interests may be affected shall be entitled to
vote thereon. Holders of shares of Common Stock of the Corporation shall not be
entitled to cumulative voting in the election of Directors or on any other
matter.
8. All consideration received by the Corporation for the issue or sale
of stock of a particular Series or Class, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits, and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall belong to
that Series or Class for all purposes, subject only to the rights of creditors,
and shall be so recorded upon the books of account of the Corporation. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Asset
Items (as hereinafter defined) allocated to that Series or Class as provided in
the following sentence, are herein referred to as "assets belonging to" that
Series or Class. In the event that there are any assets, income, earnings,
profits or proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular Series or Class (collectively
"General Asset Items"), the Board of Directors shall allocate such General Asset
Items to and among any one or more of the Series or Classes created from time to
time in such manner and on such basis as the Board of Directors, in its sole
discretion, deems fair and equitable; and any General Asset Items so allocated
to a particular Series or Class shall belong to that Series or Class. Each such
allocation by the Board of Directors shall be conclusive and binding upon the
stockholders of all Series and Classes for all purposes.
9. The assets belonging to each particular Series or Class shall be
charged with the liabilities in respect to that Series or Class and all
expenses, costs, charges, and reserves attributable to that Series or Class, and
shall be so recorded upon the books of account of the Corporation. Such
liabilities, expenses, costs, charges and reserves, together with any General
Liability Items (as hereinafter defined) allocated and charged to that Series or
Class as provided in the following sentence, are herein referred to as
"liabilities belonging to" that Series or Class. In the event there are any
general liabilities, expenses, costs, charges or reserves of the Corporation
which are not readily identifiable as belonging to any particular Series or
Class (collectively "General Liability Items"), the Board of Directors shall
allocate and charge such General Liability Items to and among any one or more of
the Series or Classes created from time to time in such manner and on such basis
as the Board of Directors, in its sole discretion, deems fair and equitable; and
any General Liability Items so allocated and charged to a particular Series or
Class
4
<PAGE>
shall belong to that Series or Class. Each such allocation and charge by the
Board of Directors shall be conclusive and binding upon the stockholders of all
Series and Classes for all purposes.
10. The Board of Directors may from time to time declare and pay
dividends or distributions in stock, property (including securities) or in cash
on any or all Series or Classes of stock and to the stockholders of record as of
such date as the Board of Directors may determine; PROVIDED that such dividends
or distributions on shares of any Series or Class of stock shall be paid only
out of earnings, surplus or other lawfully available assets belonging to such
Series or Class. Subject to the foregoing proviso, the amount of any dividends
or distributions and the payment thereof shall be wholly in the discretion of
the Board of Directors.
11. In the event of the liquidation or dissolution of the Corporation,
stockholders of each Series and Class therein shall be entitled to receive, as a
Series or Class, out of the assets of the Corporation available for distribution
to stockholders, the excess of the assets belonging to such Series or Class over
the liabilities belonging to such Series or Class and the assets so
distributable to the stockholders of any Series or Class shall be distributed
among such stockholders in proportion to the number of shares of such Series or
Class held by them and recorded on the books of the Corporation.
12. The Board of Directors may provide for a holder of any Series or
Class of stock of the Corporation, who surrenders his certificate in good form
for transfer to the Corporation or, if the shares in question are not
represented by certificates, who delivers to the Corporation a written request
in good order signed by the stockholder, to convert the shares in question on
such basis as the Board may provide into shares of stock of any other Series or
Class of the Corporation.
13. Subject to Section 14 below, the net asset value per share of the
Corporation's Common Stock of a particular Series or Class shall be determined
by adding the value of all securities, cash and other assets of the Corporation
belonging to that Series or Class, subtracting the liabilities belonging to that
Series or Class, and dividing the net result by the number of shares of that
Series or Class outstanding. Subject to Section 14 below, the value of the
securities, cash and other assets, and the amount and nature of liabilities, and
the allocation thereof to any particular Series or Class, shall be determined
pursuant to the direction of, or procedures or methods prescribed or approved
by, the Board of Directors in its sole discretion and shall be so determined at
the time or times prescribed or approved by the Board of Directors in its sole
discretion.
14. The net asset value per share of a Series or Class of the
Corporation's Common Stock for the purpose of issuance, redemption or repurchase
of shares, shall be determined in accordance with the Investment Company Act of
1940 and any other applicable Federal securities law, rule or regulation.
15. All shares of Common Stock now or hereafter authorized shall be
subject to redemption and redeemable at the option of the stockholder, in the
sense used in the General Corporation Law of the State of Maryland. Each holder
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<PAGE>
of a share, upon request to the Corporation accompanied by surrender of the
appropriate stock certificate or certificates in proper form for transfer if
certificates have been issued to such holder, or in accordance with such other
procedures as may from time to time be in effect if certificates have not been
issued, shall be entitled to require the Corporation to redeem all or any number
of the shares of Common Stock standing in the name of such holder on the books
of the Corporation at a redemption price per share equal to an amount determined
by the Board of Directors in accordance with any applicable laws and
regulations; PROVIDED that (i) such amount shall not exceed the net asset value
per share determined in accordance with this Article, and (ii) if so authorized
by the Board of Directors, the Corporation may, at any time from time to time,
charge fees for effecting such redemption or repurchase, at such rates as the
Board of Directors may establish, as and to the extent permitted under the
Investment Company Act of 1940. The redemption price may be paid in cash,
securities or a combination thereof, as determined by or pursuant to the
direction of the Board of Directors from time to time.
16. Notwithstanding Section 15 above (or any other provision of the
Corporation's charter), the Board of Directors of the Corporation may suspend
the right of the holders of shares of any Series to require the Corporation to
redeem such shares (or may suspend any voluntary purchase of shares pursuant to
the provisions of the Corporation's charter) or postpone the date of payment or
satisfaction upon redemption of such shares during any financial emergency.
For the purpose of the Corporation's charter, a "financial emergency"
is defined as the whole or part of any period during which (i) the New York
Stock Exchange is closed, other than customary weekend and holiday closings,
(ii) trading on the New York Stock Exchange is restricted, (iii) an emergency
exists as a result of which disposal by the Corporation of securities owned by
such Series is not reasonably practicable or it is not reasonably practicable
for the Corporation fairly to determine the value of the net assets of such
Series or (iv) the Securities and Exchange Commission (or any succeeding
governmental authority) may for the protection of security holders of the
Corporation by order permit suspension of the right of redemption or
postponement of the date of payment on redemption.
17. The Board of Directors may by resolution from time to time
authorize the repurchase by the Corporation, either directly or through an
agent, of shares upon such terms and conditions and for such consideration as
the Board of Directors shall deem advisable, out of funds legally available
therefor and at prices per share not in excess of the current net asset value
per share determined in accordance with this Article and to take all other steps
deemed necessary or advisable in connection therewith.
18. Except as otherwise permitted by the Investment Company Act of 1940
or any other applicable rule, regulation or order of the Securities and Exchange
Commission, payment of the redemption or repurchase price of shares surrendered
to the Corporation for redemption pursuant to the provisions of Section 15 or 20
of this Article or for repurchase by the Corporation pursuant to the provisions
of Section 17 of this Article shall be made by the Corporation within seven (7)
days after surrender of such shares to the Corporation for such purpose. Any
such payment may be made in whole or in part in portfolio securities or in cash,
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<PAGE>
as the Board of Directors shall deem advisable, and no stockholder shall have
the right, other than as determined by the Board of Directors, to have shares
redeemed or repurchased in portfolio securities or in cash or in any particular
combination thereof.
19. In the absence of any specification of the purpose for which the
Corporation redeems or repurchases any shares of its Common Stock, all redeemed
or repurchased shares shall be deemed to be acquired for retirement in the sense
contemplated by the General Corporation Law of the State of Maryland. Shares of
any Series retired by redemption or repurchase shall thereafter have the status
of authorized but unissued shares of such Series.
20. All shares now or hereafter authorized shall be subject to
redemption and redeemable at the option of the Corporation. From time to time
the Board of Directors may by resolution, without the vote or consent of
stockholders, authorize the redemption of all or any part of any outstanding
shares (including through the establishment of uniform standards with respect to
the minimum net asset value of a stockholder account) upon the sending of
written notice thereof to each stockholder any of whose shares are to be so
redeemed and upon such terms and conditions as the Board of Directors shall deem
advisable, out of funds legally available therefore, at the net asset value per
share determined in accordance with the provisions of this Article and may take
all other steps deemed necessary or advisable in connection therewith. The Board
of Directors may authorize the closing and redemption of all shares of any
accounts not meeting the specified minimum standards of net asset value.
21. The holders of shares of Common Stock or other securities of the
Corporation shall have no preemptive rights to subscribe for new or additional
shares of its Common Stock or other securities.
SIXTH: DIRECTORS. The initial number of directors of the Corporation
shall be one (1), which shall be the minimum number of directors for so long as
there is only one or no stockholder. The name of the director who shall act
until the first annual meeting or until his successor is duly chosen and
qualified is Robert D. Mancuso. Upon such time as the Corporation has two or
more stockholders, the minimum number of directors shall be increased in
accordance with the provisions of Section 2-402 of the Maryland General
Corporation Law. The number of directors may be changed from time to time in
such lawful manner as is provided in the Bylaws of the Corporation. Unless
otherwise provided by the Corporation's Bylaws, directors of the Corporation
need not be stockholders.
SEVENTH: LIABILITIES OF DIRECTORS AND OFFICERS. To the fullest extent
permitted by Maryland statutory and decisional law, as amended and interpreted,
and the Investment Company Act of 1940, no director or officer of the
Corporation shall be liable to the Corporation or its stockholders for money
damages; provided, however, that nothing herein shall be construed to protect
any director or officer of the Corporation against any liability to the
Corporation or its security holders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person's
office. No amendment of the Corporation's charter or repeal of any of its
provisions shall limit or eliminate
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the limitation of liability provided to directors and officers hereunder with
respect to any act or omission occurring prior to such amendment or repeal.
EIGHTH: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
The Corporation shall indemnity (i) its directors and officers, whether serving
the Corporation or at its request any other entity, to the full extent required
or permitted by Maryland statutory and decisional law, now or hereafter in
force, including the advance of expenses under the procedures and to the full
extent permitted by law, and (ii) other employees and agents to such extent as
shall be authorized by the Board of Directors or the Bylaws and as permitted by
law. Nothing contained herein shall be construed to protect any director,
officer, employee or agent of the Corporation against any liability to the
Corporation or its security holders to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person's
office. The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled. The Board
of Directors may take such action as is necessary to carry out these
indemnification provisions and is expressly empowered to adopt, approve and
amend from time to time such Bylaws, resolutions or contracts implementing such
provisions or such further indemnification arrangements as may be permitted by
law. No amendment of the Corporation's charter or repeal of any of its
provisions shall limit or eliminate the right of indemnification provided
hereunder with respect to acts or omissions occurring prior to such amendment or
repeal.
NINTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The Board of
Directors shall manage and control the property, business and affairs of the
Corporation and is hereby vested with all the powers possessed by the
Corporation itself so far as is not inconsistent with law or the Corporation's
charter. In furtherance and without limitation of the foregoing provisions, it
is expressly declared that, subject to the Corporation's charter. the Board of
Directors shall have the power:
(i) to make, alter, amend or repeal from time to time the
Bylaws of the Corporation except as such power may otherwise
be limited in the Bylaws;
(ii) from time to time to determine whether, to what extent,
at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any
of them other than the stock ledger, shall be open to the
inspection of the stockholders, and no stockholder shall have
any right to inspect any account or book or document of the
Corporation, except as conferred by law or authorized by
resolution of the Board of Directors or of the stockholders;
and
(iii) in addition to the powers and authorities granted herein
and by statute expressly conferred upon it, the Board of
Directors is authorized to exercise all such powers and do all
acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of
Maryland law and the Corporation's charter and Bylaws.
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TENTH: CORPORATE BOOKS. The books of the Corporation may be kept
(subject to any provisions contained in applicable statutes) outside the State
of Maryland at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation. Election of
directors need not be by ballot unless the Bylaws of the Corporation shall so
provide.
ELEVENTH: AMENDMENTS. The Corporation reserves the right from time to
time to amend, alter or repeal any of the provisions of the Corporation's
charter (including any amendment that changes the terms of any of the
outstanding shares by classification, reclassification or otherwise), and any
contract rights, as expressly set forth in the Corporation's charter, of any
outstanding shares, and to add or insert any other provisions that may, under
the statutes of the State of Maryland at the time in force, be lawfully
contained in a corporation's charter, and all rights at any time conferred upon
the stockholders of the Corporation by this charter are subject to the
provisions of this Article ELEVENTH.
TWELFTH: QUORUM, MAJORITY VOTE.
1. The presence in person or by proxy of the holders of record of
one-third of the shares issued and outstanding and entitled to vote thereat
shall constitute a quorum for the transaction of any business at all meetings of
the stockholders except as otherwise provided by law (including the Investment
Company Act of 1940) or in the Corporation's charter.
At any meeting of stockholders of the Corporation or of stockholders of
any Class or Series, a Financial Intermediary (as such term may from time to
time be defined in the applicable then-current prospectus of the Corporation for
the shares to which the meeting relates or by the Board of Directors) may vote
any shares as to which such Financial Intermediary is the agent of record and
which are not otherwise represented in person or by proxy at the meeting,
proportionately in accordance with the votes cast by holders of all shares
otherwise represented at the meeting in person or by proxy as to which such
Financial Intermediary is the agent of record. Any shares so voted by a
Financial Intermediary will be deemed represented at the meeting for all
purposes, including quorum purposes.
2. On any given matter, the presence at any meeting, in person or by
proxy, of holders of record of less than one-third of the shares issued and
outstanding and entitled to vote thereat shall not prevent action at such
meeting upon any other matter or matters which may properly come before the
meeting, if there shall be present thereat, in person or by proxy, holders of
record of the number of shares required for action in respect of such other
matter or matters.
Notwithstanding any provision of Maryland law requiring more than a
majority vote of the Common Stock, or any Series or Class thereof, in connection
with any corporate action (including, but not limited to, the amendment of the
Corporation's charter), unless otherwise provided in the Corporation's charter,
the Corporation may take or authorize such action upon the favorable vote of the
holders of a majority of the outstanding shares of Common Stock entitled to vote
thereon.
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THIRTEENTH: ACQUISITION SUBJECT TO THE CORPORATION'S CHARTER. All
persons who shall acquire shares in the Corporation shall acquire the same
subject to the provisions of the Corporation's charter.
FOURTEENTH: DURATION. The duration of the Corporation shall be
perpetual.
I acknowledge this to be my act and state under penalty of perjury that
with respect to all matters and facts therein, to the best of my knowledge,
information and belief, such matters and facts are true in all material
respects.
Date: May 22, 1997 By: /s/ROBERT D. MANCUSO
Robert D. Mancuso
DEUT004B
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DEUTSCHE FAMILY OF FUNDS, INC.
BY-LAWS
Adopted on May 22, 1997
<PAGE>
BYLAWS
OF
DEUTSCHE FAMILY OF FUNDS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. PLACE OF MEETING. All meeting of stockholders shall
be held at the principal office of Deutsche Family of Funds, Inc. (the
"Corporation") in the State of Maryland or at such other place within the United
States as may from time to time be designated by the Board of Directors (the
"Board") and stated in the notice of such meeting.
SECTION 2. ANNUAL MEETING. The Corporation shall not be
required to hold an annual meeting of its stockholders in any year in which the
election of directors is not required to be acted upon under the Investment
Company Act of 1940 (the "1940 Act"). In the event that the Corporation shall
hold an annual meeting of the stockholders, such meeting shall be held at a date
and time set by the Board during the month of May, provided, however, that the
date and time of such meeting shall be set in compliance with the 1940 Act. Any
stockholders' meeting held in accordance with the preceding sentence may
constitute the annual meeting of stockholders for the fiscal year of the
Corporation in which the meeting is held.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
stockholders for any purpose of purposes may be called by the Chairman of the
Board, the President or a majority of the Board of Directors. In addition, such
special meetings shall be called by the Secretary upon receipt of a request in
writing signed by stockholders entitled to cast at least 25% of all votes
entitled to be cast at the meeting. Such request shall state the purpose or
purposes of the meeting and the matters proposed to be acted on. The Secretary
shall inform such stockholders of the reasonably estimated costs of preparing
and mailing a notice of the meeting and upon payment by such stockholders to the
Corporation of such costs, the Secretary shall give notice as specified in
Section 5 of this Article. Unless requested by stockholders entitled to cast a
majority of all the votes entitled to be cast at the meeting, a special meeting
need not be called to consider any matter that is substantially the same as a
matter voted on at a meeting of the stockholders held during the preceding 12
months.
SECTION 4. RECORD DATES. The Board may fix, in advance, a date
as the record date for the purpose of determining stockholders entitled to
notice of, or to vote at, any meeting of stockholders entitled to receive
payment of any dividend or the allotment of any other rights, or in order to
make a determination of stockholders for any other proper purpose. Such date in
any
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case shall not be more than 90 days, and in case of a meeting of stockholders,
not less than 10 days, prior to the date on which the particular action,
requiring such determination of stockholders, is to be taken.
SECTION 5. NOTICE OF MEETING. Not less than 10 and not more
than 90 days before each meeting of stockholders, the Secretary shall give to
each stockholder, entitled to vote at the meeting and to each other stockholder
entitled to notice of such meeting, written notice of the time, date, place,
and, in the case of a special meeting or when otherwise required by the laws of
the State of Maryland, the purpose or purposes of the meeting. Such notice shall
be given in the manner required by the laws of the State of Maryland.
No notice of the time, place or purpose of any meeting of
stockholders need be given to any stockholder who attends in person or by proxy
or to any stockholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
SECTION 6. ADJOURNMENT. A meeting of stockholders convened on
the date for which it was called may be adjourned from time to time without
further notice, other than as announced at the meeting, to a date not more than
120 days after the original record date. At any such adjourned meeting at which
a quorum shall be present, any action may be taken that could have been taken at
the meeting originally called.
SECTION 7. QUORUM AND VOTING. Quorum at any meeting of the
stockholders shall be as set forth in the Articles of Incorporation. Except as
otherwise provided by law, the number of votes cast at any stockholders' meeting
at which a quorum is present sufficient to approve any matter that properly
comes before such meeting shall be as set forth in the Articles of
Incorporation.
SECTION 8. INSPECTORS. At any election of Directors, the
chairman of the meeting may, and upon the request of the holders of ten percent
(10%) of the stock entitled to vote at such election shall, appoint one or more
inspectors of election who shall first subscribe an oath or affirmation to
execute faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and shall after the
election make a certificate of the result of the vote taken. No candidate for
the office of Director shall be appointed as such an inspector.
SECTION 9. CONDUCT OF MEETINGS. Each meeting of stockholders
shall be presided over by the Chairman of the Board or, if he is not present, by
the President or, if he is not present, by a Vice-President or if neither of
them is present, by a chairman to be elected at the meeting. The Secretary of
the Corporation shall act as secretary of the meeting or, if he is not present,
an Assistant Secretary shall so act. If neither the Secretary nor an Assistant
Secretary is present, the chairman of the meeting shall appoint a secretary.
SECTION 10. CONCERNING VALIDITY OF PROXIES, BALLOTS, ETC. At
every meeting of the stockholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions concerning the qualification of
voters, the validity of proxies and the acceptance or rejection of votes, unless
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inspectors of election shall have been appointed by the chairman of the meeting,
in which event such inspectors of election shall decide all such questions.
SECTION 11. ACTION WITHOUT MEETING. Any action to be taken by
stockholders may be taken without a meeting if (a) all stockholders entitled to
vote on the matter consent to the action in writing, and (b) all stockholders
entitled to notice of the meeting but not entitled to vote at it sign a written
waiver of any right to dissent and (c) the written consents are filed with the
records of the meeting of stockholders. Such consent shall be treated for all
purposes as a vote at a meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors, which may
exercise all powers of the Corporation and do all lawful acts and things that
are not by law, the Corporation's Articles of Incorporation or these Bylaws
directed or required to be done by the stockholders.
SECTION 2. NUMBER AND TENURE. The number of Directors fixed by
the Corporation's Articles of Incorporation as the number that shall constitute
the whole Board may be increased or decreased by a vote of a majority of the
entire Board from time to time, provided that this number shall not be more than
15. Each Director shall hold office until his successor is elected and qualifies
or until his earlier resignation or removal. The Board of Directors shall elect
a Chairman from among the Directors.
SECTION 3. VACANCIES. Any vacancies in the Board may be filled
by a majority of the Directors then in office, although less than a quorum, or
by the sole remaining Director; except that, vacancies in the Board that result
from an increase in the number of Directors may be filled by a majority of the
entire Board. A Director elected by the Board to fill a vacancy serves until his
successor is elected and qualifies or until his earlier resignation or removal.
SECTION 4. REMOVAL OF DIRECTORS. The stockholders of the
Corporation may remove any Director from office, either with or without cause,
by the affirmative vote of a majority of all the votes entitled to be cast for
the election of directors and may elect a successor to fill any resulting
vacancy for the unexpired term of the removed Director.
SECTION 5. PLACE OF MEETINGS. Meetings of the Board, regular or
special, may be held at any place in or outside of the State of Maryland as the
Board may from time to time determine.
SECTION 6. REGULAR MEETINGS. Regular Meetings of the Board shall
be held at such time fixed by the Board. No notice of regular meetings shall be
required.
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SECTION 7. SPECIAL MEETINGS. Special meetings of the Board may
be called at any time by the Chairman of the Board, the President or a majority
of the Directors. Written notice of the time and place of any special meeting
shall be delivered or telecopied to each Director not less than one day before
the meeting or mailed to each Director not less than three days before the
meeting. No notice need be given to any Director who is present at such meeting
or to any Director who, in a writing executed and filed with the records of the
meeting either before or after the holding thereof, waives such notice. Such
notice or waiver of notice need not state the purpose or purposes of such
meeting.
SECTION 8. TELEPHONE MEETINGS. Members of the Board or any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment if all persons participating in the meeting
can hear each other at the same time. Participation in a meeting by these means
constitutes presence in person at the meeting.
SECTION 9. QUORUM. One-third of the total number of Directors
shall constitute a quorum for the transaction of business, provided that a
quorum shall be no less than two Directors, except where the Board consists of
only one Director, a quorum shall be one Director. If at any meeting of the
Board there shall be less than a quorum present, a majority of those present may
adjourn the meeting until a quorum shall have.been obtained. Except as otherwise
provided by law, the Corporation's Articles of Incorporation, these Bylaws or
any contract or agreement to which the Corporation is a party, the act of a
majority of the Directors present at any meeting at which there is a quorum
shall be the act of the Board.
SECTION 10. COMMITTEE. The Board, by the affirmative vote of a
majority of the whole Board, may designate an executive committee and other
committees composed of one or more Directors and each committee shall have the
powers, authority and duties specified in the resolution creating the same and
permitted by law. If a member of a committee is absent or disqualified, the
members present at a meeting, whether or not constituting a quorum, may appoint
another member of the Board to act at the meeting in place of the absent or
disqualified member.
SECTION 11. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board or any committee thereof may
be taken without a meeting, if a written consent to such action is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of the proceedings of the Board of committee.
SECTION 12. COMPENSATION OF DIRECTORS. The Board may authorize
reasonable compensation to Directors for their services as Directors and as
members of committees of the Board and may authorize the reimbursement of
reasonable expenses incurred by Directors in connection with rendering those
services.
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ARTICLE III
OFFICERS
SECTION 1. ELECTION. The Board of Directors shall elect a
President, a Secretary and a Treasurer. The Board may also, in its discretion,
elect one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers
and other officers, agents and employees. Any two or more offices, except those
of President and Vice-President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law or these Bylaws to be executed,
acknowledged or verified by two or more officers. The Board may fill any vacancy
that may occur in any office.
SECTION 2. TERM OF OFFICE. Officers shall serve for one year
and until their respective successors are elected and qualify or until their
earlier resignation or removal. Any officer may be removed at any time, with or
without cause, by the Board whenever, in its judgment, the best interests of the
Corporation will be served thereby.
SECTION 3. POWERS AND DUTIES. The officers of the Corporation
shall have such powers and duties as generally pertain to their respective
offices as well as such powers and duties as may from time to time be conferred
by resolution of the Board.
ARTICLE IV
INSURANCE
The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director or officer of the Corporation or serves
or served at the request of the Corporation any other enterprise as a director
or officer, whether or not the Corporation would have power to indemnify such
person.
ARTICLE V
GENERAL PROVISIONS
SECTION 1. ANNUAL STATEMENT. The President or the Treasurer
shall prepare or cause to be prepared annually a full and correct statement of
the affairs of the Corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year. The statement of affairs
shall be submitted at the annual meeting of the stockholders, if any, and,
within 20 days after such meeting (or, in the absence of an annual meeting,
within 120 days after the end of the fiscal year), placed on file at the
Corporation's principal office in the State of Maryland.
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SECTION 2. STOCK LEDGER. The Corporation shall maintain at the
office of its transfer agent an original or duplicate stock ledger containing
the names and addresses of all stockholders and the number of shares of each
class held by each stockholder. Such stock ledger may be in written form or any
other form capable of being converted into written form within a reasonable time
for visual inspection.
SECTION 3. AMENDMENT OF BYLAWS. These Bylaws may be altered,
amended, added to or repealed by the Board.
DEUT005B
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