1940 Act File No. 811-08375
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. _ 3_ ..................................... X
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DEUTSCHE PORTFOLIOS
(Exact Name of Registrant as Specified in Charter)
P.O. Box 501 Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
(Address of Principal Executive Offices)
(416) 216-4293
(Registrant's Telephone Number)
Victor R. Siclari, Esq. Copies to: John T. Bostelman, Esq.
Federated Investors Tower Sullivan & Cromwell
1001 Liberty Avenue 125 Broad Street
Pittsburgh, PA 15222-3779 New York, NY 10004
(Name and Address of Agent for Service)
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Explanatory
This Amendment to the Registrant's Registration Statement on Form N-1A (the
"Registration Statement") has been filed by the Registrant pursuant to Section
8(b) of the Investment Company Act of 1940. However, beneficial interests in the
series of the Registrant are not being registered under the Securities Act of
1933 (the "1933 Act"), because such interests will be issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Registrant's series
may only be made by investment companies, insurance company separate accounts,
common or commingled trust funds or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in any series of the
Registrant.
DEUTSCHE PORTFOLIOS
TOP 50 WORLD PORTFOLIO (US DOLLAR)
TOP 50 EUROPE PORTFOLIO (US DOLLAR)
TOP 50 ASIA PORTFOLIO (US DOLLAR)
TOP 50 US PORTFOLIO (US DOLLAR)
PROVESTA PORTFOLIO (US DOLLAR)
INVESTA PORTFOLIO (US DOLLAR)
JAPANESE EQUITY PORTFOLIO (US DOLLAR)
GLOBAL BOND PORTFOLIO (US DOLLAR)
EUROPEAN BOND PORTFOLIO (US DOLLAR)
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
Deutsche Portfolios (the "Trust") is a non-diversified, open-end management
investment company which was organized as a trust under the laws of the State of
New York on June 20, 1997.
Beneficial interests in the Trust are divided into separate series, each having
distinct investment objectives and policies. The Top 50 World Portfolio (US
Dollar), Top 50 Europe Portfolio (US Dollar), Top 50 Asia Portfolio (US Dollar)
and Top 50 US Portfolio (US Dollar) (collectively, the "Top 50 Portfolios");
Provesta Portfolio (US Dollar), Investa Portfolio (US Dollar) and Japanese
Equity Portfolio (US Dollar) (and, together with the Top 50 Portfolios, the
"Equity Portfolios"); and Global Bond Portfolio (US Dollar) and European Bond
Portfolio (US Dollar) (collectively, the "Bond Portfolios") (collectively, with
the Equity Portfolios, the "Portfolios") are described herein. Information
regarding the US Money Market Portfolio (US Dollar), another series of the
Trust, is described in a separate Part A and B. Beneficial interests in the
Portfolios are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the
Securities Act of 1933, as amended (the "1933 Act"). Investments in the
Portfolios may only be made by other investment companies, insurance company
separate accounts, common or commingled trust funds or similar organizations or
entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any "security" within the meaning
of the 1933 Act.
Each Portfolio is managed by Deutsche Fund Management, Inc. ("DFM" or the
"Manager"), a registered investment adviser and an indirect subsidiary of
Deutsche Bank AG, a major global financial institution.
The investment objective(s) of each Portfolio follow:
TOP 50 WORLD PORTFOLIO (US DOLLAR) ("TOP 50 WORLD PORTFOLIO")
This Portfolio also seeks primarily to achieve high capital appreciation, and
as a secondary objective, reasonable dividend income. It pursues its investment
objectives by investing at least 65% of its total assets in equity securities.
In selecting securities for the Portfolio, emphasis will be placed on
international diversification. While there are no specific percentage
limitations on investments in any single country, the Portfolio generally
expects to maintain a significant investment in at least three regions around
the world-- e.g., Europe, North America, Asia.
The Portfolio invests in companies with a strong market position, which are
globally competitive, have outstanding growth potential and offer above-average
opportunities to take advantage of one or more of the following global future
trends ("megatrends"):
1. Strong population growth in emerging markets;
2. Aging population in industrialized nations, leading to growing demands for
the products and services of healthcare and related industries;
3. Transition to an information and communications society;
4. Growing demand for brand names; and
5. Growing oil/energy consumption worldwide.
TOP 50 EUROPE PORTFOLIO (US DOLLAR) ("TOP 50 EUROPE PORTFOLIO")
This Portfolio also seeks to achieve high capital appreciation, and as a
secondary objective, reasonable dividend income. It pursues its investment
objectives by investing at least 65% of its total assets 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 CEEA, Poland,
Switzerland, Slovakia, Czech Republic, and Hungary.
The Portfolio invests primarily in European companies with above-average
potential for capital gain. The Adviser places strong emphasis on companies that
have clear strategic goals, that concentrate on their core businesses, and whose
management gives appropriate consideration to return on investment.
TOP 50 ASIA PORTFOLIO (US DOLLAR) ("TOP 50 ASIA PORTFOLIO")
This Portfolio also seeks to achieve high capital appreciation, and as a
secondary objective, reasonable dividend income. It pursues its investment
objectives by investing at least 65% of its total assets in the equity
securities of issuers with a domicile or business focus in Asian countries,
including China, Hong Kong, India, Indonesia, Japan, South Korea, Malaysia,
Philippines, Singapore, Taiwan, and Thailand. A company has its business focus
in Asia when the majority of its profits or sales are made there.
In selecting securities for the Portfolio, the Adviser will seek companies with
some or all of the following attributes: strong prospects for medium-term
growth, solid market position, with favorable financial performance and
indicators, and high quality management whose aim is toward longer-term
earnings, with a strategic view of their companies and markets.
TOP 50 US PORTFOLIO (US DOLLAR) ("TOP 50 US PORTFOLIO")
This Portfolio also seeks to achieve high capital appreciation, and as a
secondary objective, reasonable dividend income. It pursues its investment
objectives by investing at least 65% of its total assets in the equity
securities of issuers domiciled or headquartered in the United States. These
companies may also conduct a substantial part of their business outside the
United States.
The Portfolio will invest primarily in companies that dominate their markets and
maintain a leadership position through the combination of management talent,
product or service differentiation, economies of scale and financial strength.
These companies, in the opinion of the Adviser, are aggressive and tenacious
companies, generally referred to as "Bulldogs," that are leading-edge U.S.
corporations and have a "no holds barred" attitude geared toward market share
dominance.
The investment style of the Portfolio will also place great emphasis on the
market valuation of a company's earnings (i.e., price/earnings or P/E ratio), as
well as the predictability and durability of its earnings growth. The analysis
of industry trends will also play an important part in the portfolio management
process.
Although the assets of the Portfolio are invested primarily in common stocks,
other securities with equity characteristics may be purchased, including
securities convertible into common stock, and warrants. The Portfolio may
participate in initial public offerings from time to time and may only invest in
publicly traded securities.
TOP 50 PORTFOLIOS
The number of issuers of equity securities held in each Top 50 Portfolio is
generally fifty. Each of these Portfolios generally invests only in those
companies that the portfolio managers consider to be of outstanding quality in
their particular field. In selecting the fifty issuers, the Adviser will
emphasize some or all of the following attributes:
strong market position within its respective market;
profitability, predictability and duration of earnings growth, reflected in
sound balance sheet ratios and financial statements;
high quality of management with an orientation toward strong, long-term
earnings;
long-range strategic plans in place;
generally publicly-held with broad distribution of financial information
related to the company's operations.
Companies selected for each Top 50 Portfolio will be monitored on a consistent
basis to detect risk in the form of possible changes in their earnings outlook
and/or financial condition. The Adviser will monitor the annual and interim
financial statements of a broad universe of companies, conduct sector and
industry analyses and maintain company contact, including company visits and
attendance at company meetings and analyst presentations. In addition, the
Adviser will assess macroeconomic and stock market conditions in the various
countries in which the companies held in each of these Portfolios are domiciled
or have their primary stock market listings.
The Adviser will consider the geographic market focus of each Top 50 Portfolio
in considering companies proposed for investment, which may cause modest
differences in style or investment approach among each of the Top 50 Portfolios.
PROVESTA PORTFOLIO (US DOLLAR) ("PROVESTA PORTFOLIO")
This Portfolio seeks primarily to achieve high capital appreciation, and as a
secondary objective, reasonable dividend income. It pursues its investment
objectives 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
("CEEA"), Poland, Switzerland, Slovakia, Czech Republic and Hungary.
The Provesta Portfolio seeks investment in companies which the Adviser (as
defined herein) 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 Portfolio to be more volatile than that of other equity
portfolios. 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 $115 million and $19 billion.
INVESTA PORTFOLIO (US DOLLAR) ("INVESTA PORTFOLIO")
This Portfolio also seeks primarily to achieve high capital appreciation, and as
a secondary objective, reasonable dividend income. It pursues its investment
objectives by investing primarily in the equity securities of German companies.
Under normal circumstances, at least 65% of the Portfolio's total assets are
invested in equity securities issued by German issuers. In pursuing the
Portfolio's objectives, 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.
JAPANESE EQUITY PORTFOLIO (US DOLLAR) ("JAPANESE EQUITY PORTFOLIO")
This Portfolio seeks to achieve high capital appreciation. It pursues its
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, which may
include, for the purpose of meeting such 65% minimum, up to 5% of the total
assets in securities that grant the right to acquire Japanese securities.
GLOBAL BOND PORTFOLIO (US DOLLAR) ("GLOBAL BOND PORTFOLIO")
This Portfolio seeks to achieve steady, high income. It pursues its investment
objective by investing primarily in the fixed income securities (including
convertible bonds and bonds with warrants) of issuers worldwide.
Under normal circumstances, at least 65% of the Portfolio's total assets are
invested in bonds and the Portfolio will include securities of issuers organized
in at least three different countries.
EUROPEAN BOND PORTFOLIO (US DOLLAR) ("EUROPEAN BOND PORTFOLIO")
This Portfolio also seeks to achieve steady, high income. It pursues its
investment objective by investing primarily in the fixed income securities of
European issuers. Under normal circumstances, at least 65% of the Portfolio's
total assets are invested in bonds issued by European issuers.
Each of the Global Bond Portfolio's and the European Bond Portfolio's investment
in equity securities will not exceed 25% of its respective net assets. For
purposes of the foregoing investment policies, the term "bonds" includes all
fixed income securities.
Because each Portfolio is classified as "non-diversified" under the 1940 Act,
the performance of each Portfolio may be subject to greater fluctuation than
that of a diversified investment company.
The investment objective of each 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 Portfolio. However, the
investment policies as described below are not fundamental policies and may be
changed without such approval.
Additional information about the investment policies of each Portfolio
appears in Part B. There can be no assurance that the investment objective(s)
any of the Portfolios will be achieved. The Registrant incorporates by reference
information concerning the Portfolios' investment objectives and policies and
risk factors associated with investments in the Portfolios from the sections
entitled "Investment Objective, Policies and Restrictions," "Risk Factors," and
"Appendix A" in the Top 50 World's, Top 50 Europe's, Top 50 Asia's, Top 50 US's,
European Mid-Cap Fund's, German Equity Fund's, Japanese Equity Fund's, Global
Bond Fund's, and European Bond Fund's (the "Feeder Funds") prospectuses
contained in the registration statement on Form N-1A (File No. 333-07008), as
amended, of Deutsche Funds, Inc. (the "Feeder Funds' Prospectuses").
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ITEM 5. MANAGEMENT OF THE TRUST.
Deutsche Fund Management, Inc. is the investment manager of the
Portfolios. DFM has retained the services of DWS International Portfolio
Management GmbH ("DWS Adviser") as the investment adviser of each Portfolio,
except the Top 50 US Portfolio. DFM has retained the services of Deutsche Bank
Securities Investment Management Inc. as investment adviser of the Top 50 US
Portfolio ("DBSIM Adviser")(collectively with the DWS Adviser, the "Advisers"
and severally as the context may require, the "Adviser"). DFM and the Advisers
are indirect subsidiaries of Deutsche Bank AG. Federated Services Company is the
operations agent of the Portfolios (the "Operations Agent"). IBT Fund Services
(Canada) Inc. is the fund accounting agent of the Portfolios. IBT Trust Company
(Cayman) Ltd. is the administrative agent of the Portfolios. Investors Bank &
Trust Company is the custodian of the Portfolios ("Custodian"). The Board of
Trustees of the Trust provide broad supervision over the affairs of the
Portfolios. A majority of the Trust's Trustees are not affiliated with the
Manager or the Advisers. For further information about the Trustees of the
Trust, see Item 14 in Part B.
Registrant incorporates by reference information concerning the management of
the Portfolios from the section entitled "Management of the Corporation and the
Portfolio Trust" in the Feeder Funds' Prospectuses.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust is organized under the laws of the State of New York. Under the
Declaration of Trust, the Trustees are authorized to issue beneficial interests
in separate series of the Trust. Each investor is entitled to a vote in
proportion to the amount of its investment in each Portfolio. The Trust's
Declaration of Trust provides that each investor 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 an investor in the Portfolios 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.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in earnings and assets
of the particular series. Currently the Trust has ten series.
Investments in the Portfolios have no pre-emptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the judgment of the
Trustees it is necessary or desirable to submit matters for an investor vote.
Changes in fundamental policies will be submitted to investors for approval.
Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified
percentage of the aggregate value of the Trust's outstanding interests) the
right to communicate with other investors in connection with requesting a
meeting of investors for the purpose of removing one or more Trustees. Investors
also have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of a
Portfolio its investors would be entitled to share pro rata in the net assets of
the Portfolio available for distribution to investors.
The net asset value of each Portfolio is determined each day on which the New
York Stock Exchange Inc. ("NYSE") is open for trading ("Portfolio Business
Day"). For the Top 50 Europe Portfolio, Top 50 Asia Portfolio, Provesta
Portfolio, Investa Portfolio, Japanese Equity Portfolio and European Bond
Portfolio, this determination is made at 4:00 p.m., U.S. Eastern time, or in the
event that the NYSE closes early, at the time of such early closing (the
"Valuation Time"). The net asset value of the Top 50 US Portfolio is determined
as of the close of regular trading on the NYSE, (generally 4:00 p.m. U.S.
Eastern time), and the net asset value of the Top 50 World Portfolio and Global
Bond Portfolio is determined as of the close of regular trading on the NYSE,
(generally 4:00 p.m. U.S. Eastern time), but no earlier than the latest close of
regular trading on any European securities exchanges on which such Portfolio's
portfolio securities may trade.
Each investor in the Portfolios 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., U.S. 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,
which 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 investor's investment
in the Portfolio as of 4:00 p.m., U.S. 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., U.S. 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., New York time on the following business day of the
Portfolio.
The end of each Portfolio's fiscal year is August 31.
Under the anticipated method of operation of the Portfolios, the Portfolios will
not be subject to any income tax. However, each investor in the Portfolios will
be taxable on its share (as determined in accordance with the governing
instruments of each Portfolio) of a Portfolio's ordinary income and capital gain
in determining its income tax liability. The determination of such share will be
made in accordance with the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations promulgated thereunder.
It is intended that each Portfolio's assets, income and distributions will be
managed in such a way that an investor in a Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in a Portfolio.
Investor inquiries may be directed to: toll-free 888-433-8872
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolios are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Portfolios may only be made by
other investment companies, insurance company separate accounts, common or
commingled trust funds, or similar organizations or entities which are
"accredited investors" as defined in Rule 501 under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
An investment in the Portfolios may be made without a sales load. All
investments are made at net asset value next determined after an order is
received in "good order" by a Portfolio. The net asset value of a Portfolio is
determined each Portfolio Business Day.
There is no minimum initial or subsequent investment in a Portfolios. However,
because each Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Custodian by a Federal Reserve Bank).
Each Portfolio reserves the right to cease accepting investments at any time or
to reject any investment order.
Registrant incorporates by reference information concerning the brokerage of the
Portfolios from the section entitled "Management of the Corporation and the
Portfolio Trust -- Portfolio Brokerage" in the Feeder Funds' Prospectuses.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Portfolios may reduce all or any portion of its investment at
the net asset value next determined after a request in "good order" is furnished
by the investor to the Portfolio. The proceeds of a reduction will be paid by
the Portfolios in federal funds normally on the next Portfolio Business Day
after the reduction is effected, but in any event within seven days. Investments
in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any reduction may
be suspended or the payment of the proceeds therefrom postponed during any
period in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on the New York Stock Exchange is restricted or, to the
extent otherwise permitted by the 1940 Act if an emergency exists.
The Portfolio reserves the right under certain circumstances, such as
accommodating requests for substantial withdrawals or liquidations, to pay
distributions in kind to investors (i.e., to distribute portfolio securities as
opposed to cash). If securities are distributed, an investor could incur
brokerage, tax or other charges in converting the securities to cash. In
addition, distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Portfolio.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
DEUTSCHE PORTFOLIOS
TOP 50 WORLD PORTFOLIO (US DOLLAR)
TOP 50 EUROPE PORTFOLIO (US DOLLAR)
TOP 50 ASIA PORTFOLIO (US DOLLAR)
TOP 50 US PORTFOLIO (US DOLLAR)
PROVESTA PORTFOLIO (US DOLLAR)
INVESTA PORTFOLIO (US DOLLAR)
JAPANESE EQUITY PORTFOLIO (US DOLLAR)
GLOBAL BOND PORTFOLIO (US DOLLAR)
EUROPEAN BOND PORTFOLIO (US DOLLAR)
PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
General Information and History......................1
Investment Objective and Policies....................1
Management of the Trust..............................2
Control Persons and Principal Holders of Securities..2
Investment Advisory and Other Services...............3
Brokerage Allocation and Other Practices.............3
Capital Stock and Other Securities...................3
Purchase, Redemption and Pricing of Securities Being Offered 4
Tax Status...........................................4
Underwriters.........................................5
Calculations of Performance Data.....................5
Financial Statements.................................5
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES.
Part A contains additional information about the investment objectives and
policies of the Top 50 World Portfolio (US Dollar) ("Top 50 World Portfolio"),
Top 50 Europe Portfolio (US Dollar) ("Top 50 Europe Portfolio"), Top 50 Asia
Portfolio (US Dollar) ("Top 50 Asia Portfolio"), Top 50 US Portfolio (US Dollar)
("Top 50 US Portfolio"), Provesta Portfolio (US Dollar)("Provesta Portfolio"),
Investa Portfolio (US Dollar)("Investa Portfolio"), Japanese Equity Portfolio
(US Dollar)("Japanese Equity Portfolio"), Global Bond Portfolio (US
Dollar)("Global Bond Portfolio") and European Bond Portfolio (US
Dollar)("European Bond Portfolio") (collectively, the "Portfolios"). This Part B
should only be read in conjunction with Part A. This section contains
supplemental information concerning the types of securities and other
instruments in which each Portfolio may invest, the investment policies and
portfolio strategies that each Portfolio may utilize and certain risks attendant
to those investments, policies and strategies.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolios from the sections entitled
"Investment Objective and Policies," "The German Securities Markets," "Japanese
Equity Securities Markets," "Investment Restrictions," and "Appendix B" in the
Statement of Additional Information for Top 50 World, Top 50 Europe, Top 50
Asia, Top 50 US, European Mid-Cap Fund, German Equity Fund, Japanese Equity
Fund, Global Bond Fund, and European Bond Fund (collectively, the "Feeder
Funds") contained in the registration statement on Form N-1A (File No.
333-07008), as amended, of Deutsche Funds, Inc. (the "Feeder Funds' SAI").
ITEM 14. MANAGEMENT OF THE TRUST.
Registrant incorporates by reference information concerning the management of
the Portfolios from the section entitled "Directors, Trustees, and Officers" in
the Feeder Funds' SAI.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of October 29, 1998, the following funds owned more than 5% of the
outstanding beneficial interests in each of the Portfolios:
PERCENTAGE
OWNER OF BENEFICIAL INTEREST PORTFOLIO OWNERSHIP
DB Top 50 World Top 50 World Portfolio 96.65%
DB Top 50 Europe and Top 50 Europe Portfolio 73.26%
Deutsche Top 50 Europe 26.74%
DB Top 50 Asia Top 50 Asia Portfolio 98.56%
DB Top 50 US and Top 50 US Portfolio 80.74%
Deutsche Top 50 US 19.26%
DB European Mid-Cap Fund Provesta Portfolio 41.38%
Deutsche European Mid-Cap Fund and 58.62%
DB German Equity Fund and Investa Portfolio 79.11%
Deutsche German Equity Fund 20.89%
DB Japanese Equity Fund and Japanese Equity Portfolio 76.15%
Deutsche Japanese Equity Fund 23.85%
DB Global Bond Fund Global Bond Portfolio 96.97%
DB European Bond Fund European Bond Portfolio 92.99%
Deutsche European Bond Fund 7.01%
So long as each majority owner controls its corresponding Portfolio, the
majority owner may take actions without the approval of any other holder of
beneficial interest in the Portfolio.
Each investor has informed its corresponding Portfolio that whenever it is
requested to vote on matters pertaining to the Portfolio (other than a vote by
the Portfolio to continue the operation of the Portfolio upon the withdrawal of
another investor in the Portfolio), it will hold a meeting of its investors and
will cast its vote as instructed by those investors.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolios from the
sections entitled "Manager," "Adviser," "Operations Agent," "Administrative
Agent," "Transfer Agent, Custodian and Fund Accountant," and "Independent
Accountants" in the Feeder Funds' SAI, and the section entitled "Expenses" in
the Feeder Funds' Prospectuses.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolios from the section entitled
"Portfolio Transactions" in the Feeder Funds' SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series, such as the Portfolios. No series of the Trust has
any preference over any other series. Investors in the Portfolios are entitled
to participate pro rata in distributions of taxable income, loss, gain and
credit of the Portfolio. Upon liquidation or dissolution of the Portfolios,
investors are entitled to share pro rata in the net assets of the Portfolios
available for distribution to investors. Investments in the Portfolios have no
preference, preemptive, conversion or similar rights and are fully paid and
nonassessable, except as set forth below. Investments in the Portfolios may not
be transferred. Certificates representing an investor's beneficial interest in
the Portfolio are issued only upon the written request of an investor.
Each investor in the Portfolios is entitled to a vote in proportion to the
amount of its investment. The Portfolios and other series of the Trust will all
vote together in certain circumstances (e.g., election of the Trust's Trustees
and auditors, as required by the 1940 Act and the rules thereunder). One or more
series of the Trust could control the outcome of these votes. Investors do not
have cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interests in the Trust, or in a series as the case may be,
may control the outcome of votes and in such event the other investors in the
Portfolios, or in the series, would not be able to elect any Trustee. The Trust
is not required and has no current intention to hold annual meetings of
investors but the Portfolios will hold special meetings of investors when in the
judgment of the Trust's Trustees it is necessary or desirable to submit matters
for an investor vote. No material amendment may be made to the Trust's
Declaration of Trust without the affirmative majority vote of investors (with
the vote of each being in proportion to the amount of its investment).
The Trust, with respect to each Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the vote of two-thirds of the Portfolios' investors (with the vote of each being
in proportion to its percentage of the beneficial interests in a Portfolio),
except that if the Trustees of the Trust recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of each Portfolio) will
be sufficient. A Portfolio may also be terminated (i) upon liquidation and
distribution of its assets if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment) or (ii) by the Trustees of the Trust by written notice to its
investors.
The Trust is organized as a trust under the laws of the State of New York.
Investors in the Portfolios or any other series of the Trust will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon an investor
a greater portion of the liabilities and obligations of the Portfolio than its
proportionate beneficial interest. The Declaration of Trust also provides that
the Trust shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Trust, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations with respect to any series thereof.
The Declaration of Trust further provides that obligations of the Portfolios or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolios or other series of the Trust, as the
case may be, and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability 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.
The Trust reserves the right to create and issue a number of series, in which
case investors in each series would participate equally in the earnings and
assets of the particular series. Investors in each series would be entitled to
vote separately to approve advisory agreements or changes in investment policy,
but investors of all series may vote together in the election or selection of
Trustees, principal underwriters and accountants. Upon liquidation or
dissolution of any series of the Trust, the investors in that series would be
entitled to share pro rata in the net assets of that series available for
distribution to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in each Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act.
Each Portfolio determines its net asset value once daily on Monday through
Friday as described under "Capital Stock and Other Securities" in Part A.
Registrant incorporates by reference information concerning the method followed
by each Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Net Asset Value" in the Feeder Funds'
SAI.
ITEM 20. TAX STATUS.
The Trust is organized as a New York trust. Under the anticipated method of
operation of the Trust, the Portfolios will not be subject to any income tax.
However, each investor in the Portfolios will be taxable on its share (as
determined in accordance with the governing instruments of the Trust) of a
Portfolio's ordinary income and capital gain in determining its income tax
liability. The determination of such share will be made in accordance with the
Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.
The Trust's taxable year-end is August 31. Although, as describe above, each
Portfolio will not be subject to federal income tax, the Trust will file
appropriate income tax returns with respect to each Portfolio.
It is intended that the assets, income and distributions of the Portfolios will
be managed in such a way that an investor in each Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in that Portfolio.
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 a Portfolio'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.
FOREIGN TAXES. The Portfolios may be subject to foreign withholding and other
taxes with respect to income received from sources within certain foreign
countries.
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.
FOREIGN INVESTORS. Allocations of U.S. source dividend income to an investor
who, as to the United States, is a foreign trust or estate, foreign corporation
or foreign partnership (a "foreign investor") 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 investor, 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.
Allocations of Portfolio interest or short term or net long term capital gains
to foreign investors will not be subject to U.S. tax unless the allocations are
effectively connected with the investor's trade or business in the United States
or, in the case of an investor who is a non-resident alien individual, the
investor was present in the United States for more than 182 days during the
taxable year and certain other conditions are met.
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.
ITEM 21. UNDERWRITERS.
The exclusive placement agent for the Trust is Edgewood Services, Inc. which
receives no additional compensation for serving in this capacity. Investment
companies, insurance company separate accounts, common and commingled trust
funds and similar organizations and entities may continuously invest in each
Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Registrant incorporates by reference the information from the "Performance Data"
section of the Feeder Funds' SAI.
ITEM 23. FINANCIAL STATEMENTS.
Registrant incorporates by reference the financial statements of the
Portfolios from the sections entitled "Deutsche Portfolios Statement of Assets &
Liabilities," "Deutsche Portfolios Notes to Financial Statement," and "Report of
Independent Accountants" in the Feeder Funds' Annual Reports.
DEUTSCHE PORTFOLIOS
US MONEY MARKET PORTFOLIO (US DOLLAR)
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to paragraph 4
of Instruction F of the General Instructions to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
Deutsche Portfolios (the "Trust") is a non-diversified, open-end management
investment company which was organized as a trust under the laws of the State of
New York on June 20, 1997.
Beneficial interests in the Trust are divided into separate series, each
having distinct investment objectives and policies. US Money Market Portfolio
(US Dollar)(the "Portfolio") is described herein. Information regarding the Top
50 World Portfolio (US Dollar), Top 50 Europe Portfolio (US Dollar), Top 50 Asia
Portfolio (US Dollar), Top 50 US Portfolio (US Dollar), Provesta Portfolio (US
Dollar), Investa Portfolio (US Dollar), Japanese Equity Portfolio (US Dollar),
Global Bond Portfolio (US Dollar) and European Bond Portfolio (US Dollar), other
series of the Trust, are described in a separate Part A and B. Beneficial
interests in the Portfolio are issued solely in private placement transactions
that do not involve any "public offering" within the meaning of Section 4(2) of
the Securities Act of 1933, as amended (the "1933 Act"). Investments in the
Portfolio may only be made by other investment companies, insurance company
separate accounts, common or commingled trust funds or similar organizations or
entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any "security" within the meaning
of the 1933 Act.
The Portfolio is managed by Deutsche Fund Management, Inc. ("DFM" or the
"Manager"), a registered investment adviser and an indirect subsidiary of
Deutsche Bank AG, a major global financial institution.
The investment objective of the Portfolio is to achieve as high a level of
current income as is consistent with the preservation of capital and the
maintenance of liquidity. The policies employed by the Portfolio in its efforts
to achieve this objective are described below.
Additional information about the investment policies of the Portfolio appears
in Part B under "Investment Objective and Policies." There can be no assurance
that the investment objective of the Portfolio will be achieved. The Registrant
incorporates by reference information concerning the Portfolio's investment
objectives, policies and restrictions associated with investments in the
Portfolio from the section entitled "Investment Objective, Policies and
Restrictions," in the US Money Market Fund's and the Institutional US Money
Market Fund's (the "Feeder Funds") prospectus (the "Feeder Funds' Prospectus")
contained in the registration statement on Form N-1A (File No. 333-07008), as
amended, of Deutsche Funds, Inc.
ITEM 5. MANAGEMENT OF THE TRUST.
Deutsche Fund Management, Inc. is the investment manager of the
Portfolio. DFM has retained the services of Deutsche Bank Securities Investment
Management Inc. (DBSIM) as investment adviser of the Portfolio (the "Adviser").
DFM and the Adviser are indirect subsidiaries of Deutsche Bank AG. Federated
Services Company is the operations agent of the Portfolio (the "Operations
Agent"). IBT Fund Services (Canada) Inc. ("IBT (Canada)") is the fund accounting
agent of the Portfolio ("Fund Accounting Agent"). IBT Trust Company (Cayman)
Ltd. ("IBT (Cayman)") is the administrative agent of the Portfolio
("Administrative Agent"). Investors Bank & Trust Company ("IBT") is the
custodian of the Portfolio ("Custodian"). The Board of Trustees of the Trust
provide broad supervision over the affairs of the Portfolio. A majority of the
Trust's Trustees are not affiliated with the Manager or the Adviser. For further
information about the Trustees of the Trust, see Item 14 in Part B.
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Management of the Corporation and the
Portfolio Trust" in the Feeder Funds' Prospectus.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Trust is organized under the laws of the State of New York. Under the
Declaration of Trust, the Trustees are authorized to issue beneficial interests
in separate series of the Trust. Each investor is entitled to a vote in
proportion to the amount of its investment in the Portfolio. The Trust's
Declaration of Trust provides that each investor in the 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 an investor in the Portfolio 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.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in earnings and assets
of the particular series. Currently the Trust has ten series.
Investments in the Portfolio have no pre-emptive or conversion rights and are
fully paid and non-assessable, except as set forth below. The Trust is not
required and has no current intention to hold annual meetings of investors, but
the Trust will hold special meetings of investors when in the judgment of the
Trustees it is necessary or desirable to submit matters for an investor vote.
Changes in fundamental policies will be submitted to investors for approval.
Investors have under certain circumstances (e.g., upon application and
submission of certain specified documents to the Trustees by a specified
percentage of the aggregate value of the Trust's outstanding interests) the
right to communicate with other investors in connection with requesting a
meeting of investors for the purpose of removing one or more Trustees. Investors
also have the right to remove one or more Trustees without a meeting by a
declaration in writing by a specified number of investors. Upon liquidation of
the Portfolio investors in the Portfolio would be entitled to share pro rata in
the net assets of the Portfolio available for distribution to investors.
The net asset value of the Portfolio is determined once daily at 3:00 p.m.
(Eastern time) on Monday through Friday, except on the holidays listed under
"Net Asset Value" in Part B. The Portfolio's assets are valued by using the
amortized cost method of valuation. This method involves valuing a security at
its cost at the time of purchase and thereafter assuming a constant amortization
to maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. The market value of the
securities held by the Portfolio fluctuates on the basis of the creditworthiness
of the issuers of such securities and on the levels of interest rates generally.
While the amortized cost method provides certainty in valuation, it may result
in periods when the value so determined is higher or lower than the price the
Portfolio would receive if the security were sold. (See "Net Asset Value" in
Part B.)
Each investor in the Portfolio may add to or reduce its investment in the
Portfolio on each day the New York Stock Exchange is open for regular trading
and the Federal Reserve Bank is open for business. At 4:00 p.m. (Eastern time)
on each such business day, the value of each investor's beneficial interest in
the 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 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.
The end of the Portfolio's fiscal year is August 31.
Under the anticipated method of operation of the Portfolio, the Portfolio will
not be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of the Portfolio) of the Portfolio's ordinary income and capital
gain in determining its income tax liability. The determination of such share
will be made in accordance with the Internal Revenue Code of 1986, as amended
(the "Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions will be
managed in such a way that an investor in the Portfolio will be able to satisfy
the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in the Portfolio.
Investor inquiries may be directed to: toll-free 888-433-8872.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Portfolio may only be made by
other investment companies, insurance company separate accounts, common or
commingled trust funds, or similar organizations or entities which are
"accredited investors" as defined in Rule 501 under the 1933 Act. This
Registration Statement does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
An investment in the Portfolio may be made without a sales load. All investments
are made at net asset value next determined after an order is received in "good
order" by the Portfolio. The net asset value of the Portfolio is determined once
daily at 3:00 p.m. (Eastern time) on Monday through Friday, except on the
holidays listed under "Net Asset Value" in Part B.
There is no minimum initial or subsequent investment in the Portfolio. However,
because the Portfolio intends to be as fully invested at all times as is
reasonably practicable in order to enhance the yield on its assets, investments
must be made in federal funds (i.e., monies credited to the account of the
Custodian by a Federal Reserve Bank).
The Portfolio reserves the right to cease accepting investments at any time or
to reject any investment order.
Registrant incorporates by reference information concerning the brokerage of
the Portfolios from the section entitled "Management of the Corporation and the
Portfolio Trust -- Portfolio Transactions" in the Feeder Funds' Prospectus.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Portfolio may reduce all or any portion of its investment at
the net asset value next determined after a request in "good order" is furnished
by the investor to the Portfolio. The proceeds of a reduction will be paid by
the Portfolio in federal funds normally on the next Portfolio business day after
the reduction is effected, but in any event within seven days. Investments in
the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any reduction may
be suspended or the payment of the proceeds therefrom postponed during any
period in which the New York Stock Exchange is closed (other than weekends or
holidays) or trading on the New York Stock Exchange is restricted or, to the
extent otherwise permitted by the 1940 Act if an emergency exists.
The Portfolio reserves the right under certain circumstances, such as
accommodating requests for substantial withdrawals or liquidations, to pay
distributions in kind to investors (i.e., to distribute portfolio securities as
opposed to cash). If securities are distributed, an investor could incur
brokerage, tax or other charges in converting the securities to cash. In
addition, distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Portfolio.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
DEUTSCHE PORTFOLIOS
US MONEY MARKET PORTFOLIO (US DOLLAR)
PART B
ITEM 10. COVER PAGE.
Not applicable.
ITEM 11. TABLE OF CONTENTS.
General Information and History .....................1
Investment Objective and Policies ...................1
Management of the Trust .............................1
Control Persons and Principal Holders of Securities .2
Investment Advisory and Other Services .............2
Brokerage Allocation and Other Practices ...........2
Capital Stock and Other Securities .................2
Purchase, Redemption and Pricing of Securities Being Offered 3
Tax Status .........................................4
Underwriters .......................................4
Calculations of Performance Data ...................4
Financial Statements ...............................4
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES.
Part A contains additional information about the investment objective and
policies of the US Money Market Portfolio (US Dollar)(the "Portfolio"). This
Part B should only be read in conjunction with Part A. This section contains
supplemental information concerning the types of securities and other
instruments in which the Portfolio may invest, the investment policies and
portfolio strategies that the Portfolio may utilize and certain risks attendant
to those investments, policies and strategies.
Registrant incorporates by reference information concerning the investment
policies and limitations of the Portfolio from the section entitled "Investment
Objective and Policies," "Investment Restrictions" and "Appendix B" in the
Statement of Additional Information for US Money Market Fund and Institutional
US Money Market Fund (collectively, the "Feeder Funds") contained in the
registration statement on Form N-1A (File No.
333-07008), as amended, of Deutsche Funds, Inc. (the "Feeder Funds' SAI").
ITEM 14. MANAGEMENT OF THE TRUST.
Registrant incorporates by reference information concerning the management of
the Portfolio from the section entitled "Directors, Trustees, and Officers" in
the Feeder Funds' SAI.
<PAGE>
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
As of October 29, 1998, the DB US Money Market Fund owned 96.38% of the
outstanding beneficial interests in the Portfolio. So long as a Fund controls
the Portfolio, the Fund may take actions without the approval of any other
holder of beneficial interest in the Portfolio.
Each Fund has informed the Portfolio that whenever it is requested to vote on
matters pertaining to the Portfolio (other than a vote by the Portfolio to
continue the operation of the Portfolio upon the withdrawal of another investor
in the Portfolio), it will hold a meeting of its investors and will cast its
vote as instructed by those investors.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
Registrant incorporates by reference information concerning the investment
advisory and other services provided for or on behalf of the Portfolios from the
sections entitled "Manager," "Adviser," "Operations Agent," "Administrative
Agent," "Transfer Agent, Custodian and Fund Accountant" and "Independent
Accountants" in the Feeder Funds' SAI, and the section entitled "Management of
the Corporation and the Portfolio Trust -- Expenses" in the Feeder Funds'
Prospectus.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Registrant incorporates by reference information concerning the brokerage
allocation and other practices of the Portfolio from the section entitled
"Portfolio Transactions" in the Feeder Funds' SAI.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
Under the Declaration of Trust, the Trustees are authorized to issue beneficial
interests in separate series, such as the Portfolio. No series of the Trust has
any preference over any other series. Investors in the Portfolio are entitled to
participate pro rata in distributions of taxable income, loss, gain and credit
of the Portfolio. Upon liquidation or dissolution of the Portfolio, investors
are entitled to share pro rata in the net assets of the Portfolio available for
distribution to investors. Investments in the Portfolio have no preference,
preemptive, conversion or similar rights and are fully paid and nonassessable,
except as set forth below. Investments in the Portfolio may not be transferred.
Certificates representing an investor's beneficial interest in the Portfolio are
issued only upon the written request of an investor.
Each investor in the Portfolio is entitled to a vote in proportion to the amount
of its investment. The Portfolio and other series of the Trust will all vote
together in certain circumstances (e.g., election of the Trust's Trustees and
auditors, as required by the 1940 Act and the rules thereunder). One or more
series of the Trust could control the outcome of these votes. Investors do not
have cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interests in the Trust, or in a series as the case may be,
may control the outcome of votes and in such event the other investors in the
Portfolio, or in the series, would not be able to elect any Trustee. The Trust
is not required and has no current intention to hold annual meetings of
investors but the Portfolio will hold special meetings of investors when in the
judgment of the Trust's Trustees it is necessary or desirable to submit matters
for an investor vote. No material amendment may be made to the Trust's
Declaration of Trust without the affirmative majority vote of investors (with
the vote of each being in proportion to the amount of its investment).
<PAGE>
The Trust, with respect to the Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the vote of two-thirds of the Portfolio's investors (with the vote of each being
in proportion to its percentage of the beneficial interests in a Portfolio),
except that if the Trustees of the Trust recommend such sale of assets, the
approval by vote of a majority of the investors (with the vote of each being in
proportion to its percentage of the beneficial interests of the Portfolio) will
be sufficient. A Portfolio may also be terminated (i) upon liquidation and
distribution of its assets if approved by the vote of two-thirds of its
investors (with the vote of each being in proportion to the amount of its
investment) or (ii) by the Trustees of the Trust by written notice to its
investors.
The Trust is organized as a trust under the laws of the State of New York.
Investors in the Portfolio or any other series of the Trust will be held
personally liable for its obligations and liabilities, subject, however, to
indemnification by the Trust in the event that there is imposed upon an investor
a greater portion of the liabilities and obligations of the Portfolio than its
proportionate beneficial interest. The Declaration of Trust also provides that
the Trust shall maintain appropriate insurance (for example, fidelity bonding
and errors and omissions insurance) for the protection of the Trust, its
investors, Trustees, officers, employees and agents covering possible tort and
other liabilities. Thus, the risk of an investor incurring financial loss on
account of investor liability is limited to circumstances in which both
inadequate insurance existed and the Trust itself was unable to meet its
obligations with respect to any series thereof.
The Declaration of Trust further provides that obligations of the Portfolio or
any other series of the Trust are not binding upon the Trustees individually but
only upon the property of the Portfolio or other series of the Trust, as the
case may be, and that the Trustees will not be liable for any action or failure
to act, but nothing in the Declaration of Trust protects a Trustee against any
liability 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.
The Trust reserves the right to create and issue a number of series, in which
case investments in each series would participate equally in the earnings and
assets of the particular series. Investors in each series would be entitled to
vote separately to approve advisory agreements or changes in investment policy,
but investors of all series may vote together in the election or selection of
Trustees, principal underwriters and accountants. Upon liquidation or
dissolution of any series of the Trust, the investors in that series would be
entitled to share pro rata in the net assets of that series available for
distribution to investors.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED.
Beneficial interests in the Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act.
The Portfolio determines its net asset value once daily on Monday through
Friday as described under "Capital Stock and Other Securities" in Part A.
Registrant incorporates by reference information concerning the method followed
by each Portfolio in determining its net asset value and the timing of such
determinations from the section entitled "Net Asset Value" in the Feeder Funds'
SAI.
<PAGE>
ITEM 20. TAX STATUS.
The Trust is organized as a New York trust. Under the anticipated method of
operation of the Trust, the Portfolio will not subject to any income tax.
However, each investor in the Portfolio will be taxable on its share (as
determined in accordance with the governing instruments of the Trust) of a
Portfolio's ordinary income and capital gain in determining its income tax
liability. The determination of such share will be made in accordance with the
Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder.
The Trust's taxable year-end is August 31. Although, as describe above, the
Portfolio will not be subject to federal income tax, the Trust will file
appropriate income tax returns with respect to the Portfolio.
It is intended that the assets, income and distributions of the Portfolio will
be managed in such a way that an investor in the Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invested all of its assets in that Portfolio.
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.
ITEM 21. UNDERWRITERS.
The exclusive placement agent for the Trust is Edgewood Services, Inc. which
receives no additional compensation for serving in this capacity. Investment
companies, insurance company separate accounts, common and commingled trust
funds and similar organizations and entities may continuously invest in the
Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
Registrant incorporates by reference the financial statements of the
Portfolio from the sections entitled "Deutsche Portfolios Statement of Assets &
Liabilities," "Deutsche Portfolios Notes to Financial Statement," and "Report of
Independent Accountants" in the Feeder Funds' Annual Report.
PART C. OTHER INFORMATION
Responses to Items 24(b)(6), 24(b)(10), 24(b)(11), and 24(b)(12) have been
omitted pursuant to paragraph 4 of Instruction F of the General Instructions to
Form N-1A.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS:
Incorporated herein by reference to the Semi-Annual Reports and
Supplements to Prospectuses, dated August 31, 1998, pursuant to Rule 411 under
the Securities Act of 1933
(File Nos. 333-7008 and 811-8227)
(b) EXHIBITS
(1) Amended and Restated Declaration of Trust;(1)
(2) By-Laws of the Registrant;(1)
(3) Not applicable
(4) Not applicable
(5) (i) Conformed copy of Investment Management Agreement
between Registrant and Deutsche Fund Management, Inc.
("DFM");(3)
(ii) Conformed copy of Investment Advisory Agreement
between DFM, DWS International Portfolio Management
GmbH and Deutsche Morgan Grenfell Investment Management
Inc.;(3)
(6) Not applicable
(7) Not applicable
(8) (i) Conformed copy of Custodian Agreement between the Registrant and
Investors Bank & Trust Company;(3) (ii) Conformed copy of Delegation
Agreement between Deutsche Portfolios and Investors Bank and Trust
Company including Appendix A-D;+
(9) (i) Conformed copy of Fund Accounting Agreement between
the Registrant and IBT Fund Services (Canada) Inc.;(3)
(ii) Conformed copy of Administration Agreement between the
Registrant and IBT Trust Company (Cayman), Ltd.;(3)
(iii) Conformed copy of Operations Agency Agreement between
the Registrant and Federated Services Company;(2)
- -------------------------------
+ All exhibits have been filed electronically
1. Incorporated by reference to Registrant's Registration Statement as filed
with the Commission on September 23, 1997. 2. Incorporated by reference to
Amendment No. 1 to Registrant's Registration Statement as filed with the
Commission on April 30, 1998. 3. Incorporated by reference to Amendment No. 2 to
Registrant's Registration Statement as filed with the Commission on September 1,
1998.
<PAGE>
(iv) Conformed copy of Exclusive Placement Agency Agreement
between the Registrant and Edgewood Services, Inc.;(2)
(10) Not applicable
(11) Not applicable
(12) Not applicable
(13) Investment representation letters of initial investors;(1) (14) Not
applicable (15) Not applicable (16) Not applicable
(17) Financial Data Schedules;+ (18) Not applicable (19) Conformed copy of
Power of Attorney;+
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
As of October 9, 1998, Federated Administrative Services, a Delaware
business trust, owned 100% of the outstanding shares of Deutsche Institutional
U.S. Money Market Fund. Federated Administrative Services, may, therefore, be
deemed to control the Registrant. The following entities may therefore be deemed
to be under common control with these Registrants:
Advanced Information Services, a Delaware business trust Edgewood Services,
Inc., a New York corporation Federated Investors Trust Company, a New Jersey
bank Federated Shareholder Services Company, a Delaware business trust
Retirement Plan Services Company of America, a Delaware business trust Federated
Administrative Services, Inc., a Pennsylvania corporation FS Holdings Inc., a
Delaware corporation Federated Services Company, a Pennsylvania corporation FII
Holdings Inc., a Delaware corporation Federated Shareholder Services, a Delaware
business trust FFSI Insurance Agency Inc., a Massachusetts corporation Federated
Investors Insurance Inc., a Pennsylvania corporation
Federated International Management Limited, an Irish limited liability company
Federated Global Research Corp., a Delaware corporation Federated Investment
Counseling, a Delaware business trust Federated Research, a Delaware business
trust Federated Management, a Delaware business trust Federated Research Corp.,
a Maryland corporation
- -------------------------------
+ All exhibits have been filed electronically
1. Incorporated by reference to Registrant's Registration Statement as filed
with the Commission on September 23, 1997. 2. Incorporated by reference to
Amendment No. 1 to Registrant's Registration Statement as filed with the
Commission on April 30, 1998.
<PAGE>
Federated Advisers, a Delaware business trust
Federated Investors Building Corp., a Pennsylvania corporation
Federated Financial Services, Inc., a Pennsylvania corporation
Federated Funding 1997-1, Inc.
Federated Securities Corp., a Pennsylvania corporation Exchange Fund
Federated Investors Management Company, a Pennsylvania corporation
Federated Investors, Inc., a Pennsylvania corporation
Passport Research, Ltd.
Each listed entity is wholly owned by or wholly owned by a subsidiary of,
Federated Investors, Inc., a Pennsylvania corporation. Each listed entity is
included in the consolidated financial statements of Federated Investors, Inc.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record Holders TITLE OF CLASS (AS OF OCTOBER 9, 1998)
Provesta Portfolio (US Dollar) 2
Investa Portfolio (US Dollar) 2
Japanese Equity Portfolio (US Dollar) 2
Global Bond Portfolio (US Dollar) 2
European Bond Portfolio (US Dollar) 2
Top 50 World Portfolio (US Dollar) 2
Top 50 Europe Portfolio (US Dollar) 2
Top 50 Asia Portfolio (US Dollar) 2
Top 50 US Portfolio (US Dollar) 2
US Money Market Portfolio (US Dollar) 2
ITEM 27. INDEMNIFICATION: (1)
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
(a) Deutsche Fund Management, Inc. ("DFM"), DWS International Portfolio
Management GmbH ("DWS-IPM") and Deutsche Bank Securities Inc.
("DBSI") are each indirect subsidiaries of Deutsche Bank AG.
(b) Deutsche Fonds Holding GmbH ("DFH"), a holding company organized under
German law, 93% owned by Deutsche Bank AG; sole shareholder of DFM (since
1/97); sole shareholder of DWS-IPM (since 5/97).
(c) Deutsche Bank AG, a publicly-held global financial institution, trading on
the Frankfurt Stock Exchange); sole shareholder of DFH (since 9/94).
- -------------------------------
1. Incorporated by reference to Registrant's Registration Statement as filed
with the Commission on September 23, 1997.
<PAGE>
(d) Deutsche Bank North America Holding Corp. ("DBNAH"), a holding company
organized under US law, 100% owned by Deutsche Bank AG; sole shareholder
of Deutsche Bank U.S. Financial Markets Holding Corporation.
(e) Deutsche Bank U.S. Financial Markets Holding Corporation, a holding
company organized under US law, 100% owned by DBNAH; sole shareholder
of DMGIM.
(f) Brian A. Lee, President and Managing Director of DFM (since 1/97);
President and Chief Operating Officer of Deutsche Bank Trust Company
("DBTC")(prior to 1997).
(g) Christian Strenger, Chairman of the Board of Directors of DFM (since
1/97); Managing Director/Spokesman of DFH (since 9/94); Managing
Director/Spokesman of DWS-IPM (since 5/97); Managing Director/Spokesman of
DWS Deutsche Gesellschaft fuer Wertpapiersparen mbH ("DWS-DGW)(since
8/91).
(h) Udo Behrenwaldt, Director of DFM (since (5/97); Managing Director of DFH
(since 9/94); Manager Director of DWS-IPM (since 5/97); Executive Director
of DB Investment Management, S.A. (since 7/87); Managing Director of
DWS-DGW (since 11/75).
(i) Holger Naumann, Director of DFM (since 1/97); Head of Participations at
DWS-DGW (since 12/95); Group Strategy Department at Deutsche Bank AG
(prior to 12/95).
(j) Bernd-Albrecht von Maltzan, Director of DFM (since 5/97); Divisional Board
Member of Deutsche Bank AG (since 7/96); Managing Director of Deutsche
Morgan Grenfell in Frankfurt and London (prior to 7/96).
(k) Michael C. Lowengrub, Treasurer of DFM (since 1/97); Treasurer of DBTC
(since 4/95); Director and Comptroller - Private Banking at Deutsche Bank
AG-New York Branch (since 10/92).
(l) Thomas A. Curtis, Secretary of DFM (since 1/97); Secretary of CB
Management Corp. (since 2/96); Director and Counsel of Deutsche Bank
AG-New York Branch (since 7/95).
(m) Axel-Guenther Benkner, Managing Director of DWS-IPM (since 5/97); Managing
Director of DFH (since 9/94); Managing Director of Deutsche
Vermoegensbildungsgesellschaft mbH (since 12/90); Managing Director of
DWS-DGW (since 2/91).
(n) Heinz-Wilheim Fesser, Senior Portfolio Manager of DWS-IPM (since 5/97);
Fixed Income-Global at DWS-DGW (since 12/87).
(o) Klaus Kaldmorgen, Senior Portfolio Manager of DWS-IPM (since 5/97);
Equities-Global at DWS-DGW (since 12/82).
(p) Klaus Martini, Senior Portfolio Manager of DWS-IPM (since 6/97); Head of
Equities - Europe at DWS-DGW (since 7/84).
(q) Elisabeth Weisenhorn, Senior Portfolio Manager of DWS-IPM (since 6/97);
Head of Equities - Germany at DWS-DGW (since 11/85).
(r) Reinhold Volk, Chief Financial Officer of DWS-IPM (since 6/97); Head of
Controlling at DWS-DGW (sincec 10/86).
(s) Mathias Geuckler, Chief Compliance Officer of DWS-IPM (since 6/97), Chief
Compliance Officer of DWS-DGW (since 11/92).
(t) Gerhard Seifried, Chief Operations Officer of DWS-IPM (since 6/97); Head of
Fund Administration at DWS-DGW (since 10/85).
(u) David Alan Zornitsky, Secretary and Treasurer of DMGIM (since 10/94);
Assistant Vice President at Deutsche Bank Securities Corporation (prior to
10/94).
ITEM 29. PRINCIPAL UNDERWRITERS:
(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant:
Deutsche Portfolios, Deutsche Funds, Inc., Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master Funds, Inc.),
Excelsior Institutional Trust, Excelsior Tax-Exempt Funds, Inc.
(formerly, UST Master Tax-Exempt Funds, Inc.), FTI Funds,
FundManager Portfolios, Great Plains Funds, Old Westbury Funds,
Inc., Robertsons Stephens Investment Trust, WesMark Funds, WCT
Funds, Marketvest Funds, and Marketvest Funds, Inc.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ronald M. Petnuch Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Thomas P. Schmitt Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas J. Ward Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
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, as amended, and the Rules
thereunder are maintained at the offices of:
Deutsche Portfolios
P.O. Box 501
Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
Deutsche Fund Management, Inc.
31 West 52nd Street
New York, NY 10019
(Investment Manager)
DWS International Portfolio Management GmbH
Gruenburgweg 113-115, 60323
Frankfurt am Main, Germany
(Investment Adviser for each Portfolio, except US Money Market Portfolio (US
Dollar)and Top 50 US Portfolio (US DOllar))
Deutsche Morgan Grenfell Investment Management Inc.
31 West 52nd Street
New York, NY 10019
(Investment Adviser for US Money Market Portfolio (US Dollar) and
and Top 50 US Portfolio (US Dollar))
<PAGE>
Federated Services Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
(Operations Agent)
IBT Fund Services (Canada) Inc.
One First Place
King Street West, Suite 2800
P.O. Box 231
Toronto, Ontario M5X1C8
(Fund Accounting Agent)
IBT Trust Company (Cayman) Ltd.
P.O. Box 501
Cardinal Avenue
Grand Cayman, Cayman Islands, BWI
(Administrative Agent)
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940,
Deutsche Portfolios has duly caused this registration statement on Form N-1A to
be signed on its behalf by the undersigned, thereto duly authorized, in
Frankfurt, Germany on the 1st day of September 1998.
DEUTSCHE PORTFOLIOS
By: /s/ Christian Strenger
Christian Strenger
Trustee
Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
DELEGATION AGREEMENT
AGREEMENT, dated as of July 28, 1997 by and between Investors Bank & Trust
Company, a Massachusetts trust company (the "Delegate"), and Deutsche
Portfolios, a trust formed under the laws of New York (the "Fund").
WHEREAS, pursuant to the provisions of Rule 17f-5(b) under the Investment
Company Act of 1940, and subject to the terms and conditions set forth herein,
the Board of Directors of the Fund desires to delegate to the Delegate, and the
Delegate hereby agrees to accept and assume, certain responsibilities described
herein concerning Assets held outside of the United States.
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto agree as follows:
1. DEFINITIONS
Capitalized terms in this Agreement have the following meanings--
a. ASSETS
Assets means any of Fund's investments (including foreign
currencies) for which the primary market is outside the United States, and such
cash and cash equivalents as are reasonably necessary to effect Fund's
transactions in such investments.
b. AUTHORIZED REPRESENTATIVE
Authorized Representative means any one of the persons who are
empowered, on behalf of the parties to this Agreement, to receive notices from
the other party, to send notices to the other party, to add or delete
jurisdictions pursuant to Article 4, and to otherwise bind the respective
parties with respect to the subject matter of this Agreement.
c. BOARD
Board means the Board of Directors (or the body authorized to
exercise authority similar to that of the board of directors of a corporation)
of Fund.
d. COMPULSORY SECURITIES DEPOSITORY
Compulsory Securities Depository means a Securities Depository the
use of which is mandatory (i) by law or regulation; (ii) because securities
cannot be withdrawn from the depository; or (iii) because maintaining securities
outside the Securities Depository is not consistent with prevailing custodial
practices.
e. ELIGIBLE FOREIGN CUSTODIAN
Eligible Foreign Custodian has the meaning set forth in Rule
17f-5(a)(1).
f. FOREIGN CUSTODY MANAGER
Foreign Custody Manager has the meaning set forth in Rule
17f-5(a)(2).
h. MONITOR
Monitor has the meaning used in Rule 17f-5(c)(3).
i. PERMISSIBLE FOREIGN CUSTODIAN
Permissible Foreign Custodian means any person with whom Assets may
be placed and maintained outside the United States under (i) the Investment
Company Act of 1940 or (ii) an order of the U.S. Securities and Exchange
Commission, without regard to Rule 17f-5.
j. SECURITIES DEPOSITORY
Securities Depository has the meaning set forth in Rule 17f-5(a)(6).
2. REPRESENTATIONS
a. DELEGATE'S REPRESENTATIONS
Delegate represents that it is a trust company chartered under the
laws of the Commonwealth of Massachusetts. Delegate confirms that Fund's
existing foreign subcustody arrangements are in conformity with Article 7.
b. FUND'S REPRESENTATIONS
Fund represents that the Board has adopted the resolution attached
as APPENDIX G.
3. JURISDICTIONS COVERED
a. INITIAL JURISDICTIONS
The authority delegated by this Agreement applies only with respect
to Assets held in the jurisdictions listed in APPENDIX A. Delegate shall have no
responsibility for the selection, evaluation or Monitoring of any jurisdiction
in which the Fund invests or holds Assets.
b. ADDED JURISDICTIONS
Jurisdictions may be added to APPENDIX A by written agreement in the
form of APPENDIX B. Delegate's responsibility and authority with respect to any
jurisdiction so added will commence at the later of (i) the time that Delegate's
Authorized Representative and Board's Authorized Representative have both
executed a copy of APPENDIX B listing such jurisdiction, or (ii) the time that
Delegate's Authorized Representative receives a copy of such fully executed
APPENDIX B.
c. WITHDRAWN JURISDICTIONS
Board may withdraw its delegation with respect to any jurisdiction
upon written notice to Delegate. Delegate may withdraw its acceptance of
delegated authority with respect to any jurisdiction upon written notice to
Board. Thirty days (or such longer period as to which the parties agree) after
receipt of any such notice by the Authorized Representative of the party other
than the party giving notice, Delegate shall have no further responsibility or
authority under this Agreement with respect to the jurisdiction or jurisdictions
is to which authority is withdrawn, except that the Fund may withdraw authority
at any time as to any jurisdiction and Delegate may withdraw its acceptance of
delegated authority as to any jurisdiction upon less than thirty days notice if
Delegate states in its notice that it believes it cannot perform its
responsibilities as to the jurisdiction for which it is withdrawing.
4. DELEGATION OF AUTHORITY TO ACT AS FOREIGN CUSTODY MANAGER
a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
Subject to the provisions of this Agreement and the requirements of
Rule 17f-5 (and any other applicable law), Delegate is authorized and directed
to place and maintain Assets in the care of any Eligible Foreign Custodian or
Custodians selected by it in each jurisdiction to which this Agreement applies.
b. CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS
Subject to the provisions of this Agreement and the requirements of
Rule 17f-5 (and any other applicable law), Delegate is authorized to enter into,
on behalf of Fund, such written contracts governing Fund's foreign custody
arrangements with such Eligible Foreign Custodians as Delegate deems
appropriate.
5. DELEGATION OF AUTHORITY TO PLACE ASSETS WITH PERMISSIBLE FOREIGN
CUSTODIANS
Subject to the requirements of the Investment Company Act of 1940 (and any
other applicable law or order), Delegate is authorized to place and maintain
Assets in the care of any permissible Foreign Custodian or Custodians in each
jurisdiction to which this Agreement applies and to enter into, on behalf of
Fund, such written contracts governing Fund's foreign custody arrangements with
such Permissible Foreign Custodians as Delegate deems appropriate. Articles 6,
7b, 7c, 7d, and 8 of this Agreement shall not apply to Delegate's exercise of
authority under this Article 5.
6. MONITORING OF ELIGIBLE FOREIGN CUSTODIANS AND CONTRACTS
In each case in which Delegate has exercised the authority delegated under
this Agreement to place Assets with an Eligible Foreign Custodian, Delegate is
authorized to, and shall, on behalf of Fund, establish a system to Monitor the
appropriateness of maintaining Assets with such Eligible Foreign Custodian. In
each case in which Delegate has exercised the authority delegated under this
Agreement to enter into a written contract governing Fund's foreign custody
arrangements, Delegate is authorized to, and shall, on behalf of Fund, establish
a system to Monitor the appropriateness of such contract.
7. GUIDELINES AND PROCEDURES FOR THE EXERCISE OF DELEGATED AUTHORITY
a. SELECTION OF ELIGIBLE FOREIGN CUSTODIANS
In exercising the authority delegated under this Agreement to place
Assets with an Eligible Foreign Custodian, Delegate shall determine that Assets
will be subject to reasonable care, based on the standards applicable to
custodians in the market in which the Assets will be held, after considering all
factors relevant to the safekeeping of such assets, including, without
limitation;
i. The Eligible Foreign Custodian's practices, procedures, and
internal controls, including, but not limited to, the physical
protections available for certificated securities (if
applicable), the method of keeping custodial records, and the
security and data protection practices;
ii. Whether the Eligible Foreign Custodian has the financial
strength to provide reasonable care for Assets;
iii. The Eligible Foreign Custodian's general reputation and
standing and, in the case of a Securities Depository, the
Securities Depository's operating history and number of
participants;
iv. Whether Fund will have jurisdiction over and be able to
enforce judgments against the Eligible Foreign Custodian, such
as by virtue of the existence of any offices of the Eligible
Foreign Custodian in the United States or the Eligible Foreign
Custodian's consent to service of process in the United
States; and
v. In the case of an Eligible Foreign Custodian that is a
Securities Depository, any additional factors and criteria set
forth in APPENDIX C to this Agreement.
b. EVALUATION OF WRITTEN CONTRACTS
In exercising the authority delegated under this Agreement to enter
into written contracts governing Fund's foreign custody arrangements with an
Eligible Foreign Custodian, Delegate shall determine that such contracts (or, in
the case of a Securities Depository, such contract, the rules or established
practices or procedures of the depository, or any combination of the foregoing)
provide reasonable care for Assets based on the standards applicable to Eligible
Foreign Custodians in the relevant market after considering all relevant
factors, including those set forth in a. above. In making this determination,
Delegate shall ensure that the terms of such contracts comply with the
requirements of Rule 17f-5(c)(2).
d. MONITORING
In exercising the authority delegated under this Agreement to
establish a system to Monitor the appropriateness of maintaining Assets with an
Eligible Foreign Custodian or the appropriateness of a written contract
governing Fund's foreign custody arrangements, Delegate shall consider the
factors noted in a. and b. above and any factors and criteria set forth in
APPENDIX D to this Agreement.
8. STANDARD OF CARE
In exercising the authority delegated under this Agreement, Delegate
agrees to exercise reasonable care, prudence and diligence such as a person
having responsibility for the safekeeping of assets of an investment company
registered under the Investment Company Act of 1940 would exercise.
9. REPORTING REQUIREMENTS
Delegate agrees to provide written reports notifying Board of the
placement of Assets with a particular Eligible Foreign Custodian or Permissible
Foreign Custodian and any of any material change in Fund's foreign custody
arrangements. Such reports shall be provided to Board quarterly for
consideration at the next regularly scheduled meeting of the Board or earlier if
deemed necessary or advisable by the Delegate in its sole discretion. Such
report shall, among other things, confirm jurisdictions in which there have been
no material changes in foreign custody arrangements. The Delegate shall give
reasonably prompt notice to the Board of any jurisdictions in which the Delegate
believes it can no longer perform the services required by this Agreement.
10. PROVISION OF INFORMATION REGARDING JURISDICTIONS
With respect to the jurisdictions listed in APPENDIX A, or added thereto
pursuant to Article 4, Delegate agrees to provide annually to Board, such
information relating to Country Risk, if available, as is specified in APPENDIX
E to this Agreement.
<PAGE>
11. LIMITATION OF LIABILITY.
Notwithstanding anything in this Agreement to the contrary, in no event
shall the Delegate or any of its officers, directors, employees or agents
(collectively, the "Indemnified Parties") be liable to the Fund or any third
party, and the Fund shall indemnify and hold the Delegate and the Indemnified
Parties harmless from and against any and all loss, damage, liability, actions,
suits, claims, costs and expenses, including legal fees, (a "Claim") arising as
a result of any act or omission of the Delegate or any Indemnified Party under
this Agreement, except for any Claim resulting solely from a breach of the
standard of care set forth in Article 8 or the negligence, willful misfeasance
or bad faith of the Delegate or any Indemnified Party. Neither the Delegate nor
the Indemnified Parties shall be liable for, and the Delegate and the
Indemnified Parties shall be indemnified against, any Claim arising as a result
of:
i. Any act or omission by the Delegate or any Indemnified Party
in reasonable good faith reliance upon the terms of this
Agreement, any resolution of the Board, telegram, telecopy,
notice, request, certificate or other instrument reasonably
believed by the Delegate to genuine;
ii. Any information which the Delegate provides or does not to
provide under Section 11 hereof; or
iii. Any acts of God, earthquakes, fires, floods, storms or other
disturbances of nature, epidemics, strikes, riots,
nationalization, expropriation, currency restrictions, acts of
war, civil war or terrorism, insurrection, nuclear fusion,
fission or radiation, the interruption, loss or malfunction of
utilities, transportation or computers (hardware or software)
and computer facilities, the unavailability of energy sources
and other similar happenings or events;
provided that such Claim does not arise from a breach of the standard of care
set forth in Article 8 hereof or the negligence, willful misfeasance or bad
faith of the Delegate or Indemnified Party.
12. NO ADDITIONAL COMPENSATION
Delegate agrees to perform its responsibilities hereunder without any
additional compensation from Fund beyond Delegate's compensation as set forth in
the Custodian Agreement between the Fund and the Delegate. The Fund shall bear
all expenses related to the custody of Assets, including expenses related to the
relocation of Assets, as set forth in such Custodian Agreement between the Fund
and the Delegate.
13. EFFECTIVENESS AND TERMINATION OF AGREEMENT
This Agreement shall be effective as of the later of the date of execution
on behalf of Board or Delegate and shall remain in effect until terminated as
provided herein. This Agreement may be terminated at any time, without penalty,
by written notice from the terminating party to the non-terminating party.
Termination will become effective 30 days after receipt by the non-terminating
party of such notice.
14. AUTHORIZED REPRESENTATIVES AND NOTICES
The respective Authorized Representatives of Fund and Board, and the
addresses to which notices and other documents under this Agreement are to be
sent to each, are as set forth in APPENDIX F. Any Authorized Representative of a
party may add or delete persons from that party's list of Authorized
Representatives by written notice to an Authorized Representative of the other
party.
<PAGE>
15. GOVERNING LAW
Fund and Delegate intend that the delegation contemplated hereby shall be
made in accordance with Rule 17f-5 and that the provisions hereof shall be
interpreted accordingly. This Agreement shall otherwise be construed in
accordance with the laws of the Commonwealth of Massachusetts without regard to
principals of choice of law.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, Authorized Representatives of Board and of Delegate
have affixed their signatures as of the date first written above.
INVESTORS BANK & TRUST COMPANY
By: ___________________________________
Name:
Title:
DEUTSCHE PORTFOLIOS
By:____________________________________
Name:
Title:
<PAGE>
LIST OF APPENDICES
A -- Jurisdictions Covered
B -- Additional Jurisdictions Covered
C -- Additional Factors and Criteria To Be Applied in the Selection of
Eligible Foreign Custodians That Are Securities Depositories
D -- Additional Factors and Criteria To Be Applied in Entering Into
Written Contracts Governing Foreign Custody Arrangements
E -- Information Regarding Country Risk
F -- Authorized Representatives
G -- Resolution of the Board
<PAGE>
A-1
APPENDIX A
JURISDICTIONS COVERED
TOP 50 WORLD TOP 50 EUROPE PROVESTA GLOBAL BOND (CONT.)
- ------------ ------------- -------- -------------------
Australia Austria Austria Greece
Austria Belgium Belgium Ireland
Belgium Denmark France Italy
Canada Finland Germany Japan
Denmark France Italy Netherlands
Finland Germany Netherlands New Zealand
France Ireland Norway Norway
Germany Italy Spain Portugal
Hong Kong Luxembourg Sweden Slovak Republic
India Netherlands Switzerland South Africa
Indonesia Norway United Kingdom Spain
Ireland Portugal Sweden
Italy Spain INVESTA Switzerland
-------
Japan Sweden Germany United Kingdom
Luxembourg Switzerland Netherlands
Netherlands United Kingdom Luxembourg EUROPEAN BOND
-------------
New Zealand Austria
Norway TOP 50 ASIA JAPANESE EQUITY Belgium
----------- ---------------
Portugal Australia Japan Czech Republic
Singapore Hong Kong Denmark
South Africa India GLOBAL BOND Finland
-----------
South Korea Indonesia Australia France
Spain Japan Austria Germany
Sweden Malaysia Belgium Greece
Switzerland Phillipines Canada Ireland
Taiwan Singapore Czech Republic Italy
United Kingdom South Korea Denmark Netherlands
Taiwan Finland Norway
Thailand France Portugal
Germany Slovak Republic
Spain
Sweden
Switzerland
United Kingdom
<PAGE>
APPENDIX B
ADDITIONAL JURISDICTIONS COVERED
Pursuant to Article 4 of this Agreement, Delegate and Board agree that the
following jurisdiction shall be added to Appendix A:
POLAND
INVESTORS BANK & TRUST COMPANY
By: /S/ ANDREW M. NESVET
Name: Andrew M Nesvet
Title: Director, Client Management
DEUTSCHE PORTFOLIOS
By: /S/ HOLGER NAUMANN
Name: Holger Naumann
Title: Treasurer
By: /S/ JOSEPH BERNHART
Name: Joseph Bernhart
Title: Assistant Treasurer
DATE: AUGUST 14, 1998
<PAGE>
APPENDIX C
ADDITIONAL FACTORS AND CRITERIA TO BE
APPLIED IN THE SELECTION OF ELIGIBLE FOREIGN
CUSTODIANS THAT ARE SECURITIES DEPOSITORIES
In addition to the factors set forth in Rule 17f-5(c)(1), in selecting
Eligible Foreign Custodians that are Securities Depositories, Delegate shall
consider the following factors, if such information is available (check all that
apply):
_________ None
____X_____ Whether use is voluntary or compulsory
____X_____ Ownership
____X_____ Operating History
____X_____ Established rules, practices and procedures
____X_____ Membership
____X_____ Financial strength
____X_____ Governing regulatory body
_________ Other (list below):
<PAGE>
APPENDIX D
FACTORS AND CRITERIA TO BE APPLIED
IN THE ESTABLISHING SYSTEMS FOR THE MONITORING OF
FOREIGN CUSTODY ARRANGEMENTS AND CONTRACTS
In establishing systems for the Monitoring of foreign custody arrangements
and contracts with Eligible Foreign Custodians, Delegate shall consider the
following factors, if such information is available (check all that apply):
_________ None
____X_____ Operating performance
____X_____ Established practices and procedures
____X_____ Relationship with market regulators
____X_____ Contingency planning
_________ Other (list below):
<PAGE>
APPENDIX E
INFORMATION REGARDING COUNTRY RISK
To aid the Board in its determinations regarding Country Risk, Delegate
will furnish Board annually with respect to the jurisdictions specified in
Article 3, the following information:
1. Copy of Subcustodian Agreement
2. Legal Opinion, if available, with regard to:
a) Access to books and records by the Fund's accountants
b) Ability to recover assets in the event of bankruptcy of a custodian
c) Ability to recover assets in the event of a loss
d) Likelihood of expropriation or nationalization, if available
e) Ability to repatriate or convert cash or cash equivalents
3. Audit Report
4. Copy of Balance Sheet from Annual Report
5. Summary of Central Depository Information
6. Country Profile Matrix containing market practice for:
a) Delivery versus payment
b) Settlement method
c) Currency restrictions
d) Buy-in practice
e) Foreign ownership limits
f) Unique market arrangements
<PAGE>
APPENDIX F
AUTHORIZED REPRESENTATIVES
Notices under this Agreement shall be sent to, and shall be executed on
behalf of the respective parties by, any one of the following --
1. Board
a. ________________________________________ (name)
________________________________________ (title)
________________________________________ (address)
b. ________________________________________ (name)
________________________________________ (title)
________________________________________ (address)
c. ________________________________________ (name)
_________________________________________ (title)
_________________________________________ (address)
2. Delegate
a. Kevin J. Sheehan , President
b. Robert D. Mancuso, Managing Director
c. Robert Gallagher
Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
In the case of notices, with a copy to:
John E. Henry, Esq.
Investors Bank & Trust Company
200 Clarendon Street
P.O. Box 9130
Boston, MA 02117-9130
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
any Senior Corporate Counsel of Federated Administrative Services, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for them and their names, place and stead, in any and all
capacities, to sign any and all documents to be filed with the Securities and
Exchange Commission on behalf of DEUTSCHE PORTFOLIOS pursuant to the Securities
Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act
of 1940, by means of the Securities and Exchange Commission's electronic
disclosure system known as EDGAR; and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to sign and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as each of them might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/S/BRIAN A. LEE President October 9, 1998
Brian A. Lee (Principal Executive
Officer)
/S/JOSEPH M. CHEUNG Treasurer October 9, 1998
Joseph M. Cheung (Principal Financial
and Accounting
Officer)
/S/EDWARD C. SCHMULTS Trustee October 9, 1998
Edward C. Schmults
/S/ROBERT H. WADSWORTH Trustee October 9, 1998
Robert H. Wadsworth
/S/WERNER WALBROEL Trustee October 9, 1998
Werner Walbroel
/S/RICHARD R. BURT Trustee October 9, 1998
Richard R. Burt
/S/CHRISTIAN STRENGER Trustee October 9, 1998
Christian Strenger
/S/ROBERT R. GAMBEE Secretary October 9, 1998
Robert R. Gambee
Sworn to and subscribed before me this 9th day of October, 1998
/S/CHERI S. GOOD
Notarial Seal
Cheri S. Good, Notary Public
Pittsburgh, Allegheny County
My Commission Expires Nov. 19, 2001
Member,Pennsylvania Association of Notaries
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Top 50 World Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 10,618,695
<INVESTMENTS-AT-VALUE> 9,906,916
<RECEIVABLES> 102,106
<ASSETS-OTHER> 53,848
<OTHER-ITEMS-ASSETS> 167,647
<TOTAL-ASSETS> 10,230,517
<PAYABLE-FOR-SECURITIES> 192,267
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 236,999
<TOTAL-LIABILITIES> 429,266
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,801,251
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 9,801,251
<DIVIDEND-INCOME> 130,522
<INTEREST-INCOME> 23,521
<OTHER-INCOME> 0
<EXPENSES-NET> 289,537
<NET-INVESTMENT-INCOME> (135,494)
<REALIZED-GAINS-CURRENT> 471,456
<APPREC-INCREASE-CURRENT> (711,580)
<NET-CHANGE-FROM-OPS> (375,618)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 9,790,137
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 76,939
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 289,537
<AVERAGE-NET-ASSETS> 8,437,743
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 3.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> Top 50 Europe Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 17,909,494
<INVESTMENTS-AT-VALUE> 16,907,136
<RECEIVABLES> 334,628
<ASSETS-OTHER> 53,848
<OTHER-ITEMS-ASSETS> 1,701,611
<TOTAL-ASSETS> 18,997,223
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 215,347
<TOTAL-LIABILITIES> 215,347
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 18,781,876
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 18,781,876
<DIVIDEND-INCOME> 126,670
<INTEREST-INCOME> 49,847
<OTHER-INCOME> 0
<EXPENSES-NET> 307,442
<NET-INVESTMENT-INCOME> (130,925)
<REALIZED-GAINS-CURRENT> 160,234
<APPREC-INCREASE-CURRENT> (1,001,967)
<NET-CHANGE-FROM-OPS> (972,658)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 18,770,764
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 87,638
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 307,442
<AVERAGE-NET-ASSETS> 9,623,502
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 3.49
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> Top 50 Asia Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 21,643,195
<INVESTMENTS-AT-VALUE> 16,230,118
<RECEIVABLES> 648,027
<ASSETS-OTHER> 54,281
<OTHER-ITEMS-ASSETS> 1,825,622
<TOTAL-ASSETS> 18,758,048
<PAYABLE-FOR-SECURITIES> 296,807
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 513,261
<TOTAL-LIABILITIES> 810,068
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 17,947,980
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 17,947,980
<DIVIDEND-INCOME> 306,162
<INTEREST-INCOME> 82,024
<OTHER-INCOME> 0
<EXPENSES-NET> 417,111
<NET-INVESTMENT-INCOME> (28,925)
<REALIZED-GAINS-CURRENT> (4,161,991)
<APPREC-INCREASE-CURRENT> (5,480,524)
<NET-CHANGE-FROM-OPS> (9,671,440)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 17,936,868
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 189,797
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 417,111
<AVERAGE-NET-ASSETS> 21,571,348
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 2.19
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> Top 50 US Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 14,225,636
<INVESTMENTS-AT-VALUE> 13,250,389
<RECEIVABLES> 47,523
<ASSETS-OTHER> 53,848
<OTHER-ITEMS-ASSETS> 1,362,766
<TOTAL-ASSETS> 14,714,526
<PAYABLE-FOR-SECURITIES> 202,014
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 192,142
<TOTAL-LIABILITIES> 394,156
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,320,370
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 14,320,370
<DIVIDEND-INCOME> 59,683
<INTEREST-INCOME> 29,188
<OTHER-INCOME> 0
<EXPENSES-NET> 270,861
<NET-INVESTMENT-INCOME> (181,990)
<REALIZED-GAINS-CURRENT> (166,914)
<APPREC-INCREASE-CURRENT> (975,247)
<NET-CHANGE-FROM-OPS> (1,324,151)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 14,309,258
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 70,740
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 270,861
<AVERAGE-NET-ASSETS> 9,137,722
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 3.24
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> Provesta Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 11,807,807
<INVESTMENTS-AT-VALUE> 10,828,409
<RECEIVABLES> 401,094
<ASSETS-OTHER> 54,390
<OTHER-ITEMS-ASSETS> 633,273
<TOTAL-ASSETS> 11,917,166
<PAYABLE-FOR-SECURITIES> 79,200
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 231,903
<TOTAL-LIABILITIES> 311,103
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 11,606,063
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 11,606,063
<DIVIDEND-INCOME> 44,089
<INTEREST-INCOME> 7,586
<OTHER-INCOME> 0
<EXPENSES-NET> 358,381
<NET-INVESTMENT-INCOME> (306,706)
<REALIZED-GAINS-CURRENT> 411,987
<APPREC-INCREASE-CURRENT> (979,439)
<NET-CHANGE-FROM-OPS> (874,158)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 11,594,951
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 31,021
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 358,381
<AVERAGE-NET-ASSETS> 4,198,714
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 9.77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> Investa Portfolio (US Dollar)
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 4,034,422
<INVESTMENTS-AT-VALUE> 4,042,679
<RECEIVABLES> 5,555
<ASSETS-OTHER> 54,390
<OTHER-ITEMS-ASSETS> 94,755
<TOTAL-ASSETS> 4,197,379
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 168,804
<TOTAL-LIABILITIES> 168,804
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,028,575
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4,028,575
<DIVIDEND-INCOME> 52,406
<INTEREST-INCOME> 3,167
<OTHER-INCOME> 0
<EXPENSES-NET> 250,565
<NET-INVESTMENT-INCOME> (194,992)
<REALIZED-GAINS-CURRENT> 212,346
<APPREC-INCREASE-CURRENT> 8,257
<NET-CHANGE-FROM-OPS> 25,611
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 4,017,463
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 21,527
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 250,565
<AVERAGE-NET-ASSETS> 2,904,309
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 9.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> Japanese Equity Portfolio
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 1,637,197
<INVESTMENTS-AT-VALUE> 1,411,715
<RECEIVABLES> 47,558
<ASSETS-OTHER> 54,426
<OTHER-ITEMS-ASSETS> 303,437
<TOTAL-ASSETS> 1,817,136
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 168,061
<TOTAL-LIABILITIES> 168,061
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,649,075
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,649,075
<DIVIDEND-INCOME> 5,652
<INTEREST-INCOME> 8,166
<OTHER-INCOME> 0
<EXPENSES-NET> 216,259
<NET-INVESTMENT-INCOME> (202,441)
<REALIZED-GAINS-CURRENT> (291,835)
<APPREC-INCREASE-CURRENT> (247,060)
<NET-CHANGE-FROM-OPS> (741,336)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 1,637,963
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,948
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 216,259
<AVERAGE-NET-ASSETS> 1,617,541
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 15.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> Global Bond Portfolio
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-END> AUG-31-1998
<INVESTMENTS-AT-COST> 3,489,574
<INVESTMENTS-AT-VALUE> 3,532,735
<RECEIVABLES> 88,174
<ASSETS-OTHER> 54,317
<OTHER-ITEMS-ASSETS> 311,617
<TOTAL-ASSETS> 3,986,843
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 154,727
<TOTAL-LIABILITIES> 154,727
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,832,116
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 3,832,116
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 153,267
<OTHER-INCOME> 0
<EXPENSES-NET> 225,764
<NET-INVESTMENT-INCOME> (72,497)
<REALIZED-GAINS-CURRENT> (16,020)
<APPREC-INCREASE-CURRENT> 42,134
<NET-CHANGE-FROM-OPS> (46,383)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3,821,004
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 20,623
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 225,764
<AVERAGE-NET-ASSETS> 3,138,534
<PER-SHARE-NAV-BEGIN> 0.00
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 0.00
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 0.00
<EXPENSE-RATIO> 8.18
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
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<NAME> European Bond Portfolio
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<NAME> Deutsche U.S. Money Market
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