DEUTSCHE FAMILY OF FUNDS, INC.
DISTRIBUTOR'S CONTRACT
AGREEMENT made this ____ DAY OF __________, 19___, by and between
DEUTSCHE FAMILY OF FUNDS, INC. (the "CORPORATION"), a MARYLAND CORPORATION, and
Edgewood Services, Inc. ("Edgewood"), a New York Corporation.
In consideration of the mutual covenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. The CORPORATION hereby appoints EDGEWOOD as its agent to sell and
distribute shares of the CORPORATION which may be offered in one or more series
(the "Funds") consisting of one or more classes (the "Classes") of shares (the
"Shares"), as described and set forth on one or more exhibits to this Agreement,
at the current offering price thereof as described and set forth in the current
Prospectuses (as defined herein) of the CORPORATION. EDGEWOOD hereby accepts
such appointment and agrees to provide such other services for the CORPORATION,
if any, and accept such compensation from the CORPORATION, if any, as set forth
in the applicable exhibits to this Agreement.
2. As used herein, the term "Registration Statement" shall mean the
registration statement most recently filed from time to time by the Corporation
with the Securities and Exchange commission (the "Commission") and effective
under the Securities Act of 1933, as amended (the "1933 Act"), and the
Investmetn Company Act of 1940, as amended (the "1940 Act"), as such
registration statement is amended by any amendments thereto at the time in
effect. The term "Prospectus" shall mean each prospectus included as part of the
Corporation's Registration Statement, as such prospectus may be amended or
supplemented from time to time. The term "SAI" shall mean each Statement of
Additional Information included as part of the Corporation's Registration
Statement, as such Statement of Additional Information may be amended or
supplemented from time to time.
3. The sale of any Shares may be suspended without prior notice
whenever in the judgment of the CORPORATION it is in its best interest to do so.
4. Neither EDGEWOOD nor any other person is authorized by the
CORPORATION to give any information or to make any representation relative to
any Shares other than those contained in the Registration Statement, any
Prospectus, or any SAI, or in any supplemental information to said Prospectuses
or SAIs approved by the CORPORATION. EDGEWOOD agrees that any other information
or representations other than those specified above which it or any dealer or
other person who purchases Shares through EDGEWOOD may make in connection with
the offer or sale of Shares, shall be made entirely without liability on the
part of the CORPORATION. No person or dealer, other than EDGEWOOD, is authorized
to act as agent for the CORPORATION for the purpose of the sale and distribution
of Shares. EDGEWOOD agrees that in performing its duties hereunder, it will act
in conformity with the Articles of Incorporation and the By-laws of the
Corporation, the Registration Statement and each Prospectus and SAI relating to
Shares and with the instructions and directions of the Board of Directors of the
Corporation, and will comply with and conform in all material respects to the
requirements of applicable state and federal laws and the rules and regulations
of the National Association of Securities Dealers, Inc. ("NASD"), including its
Rules of Fair Practice.
5. This Agreement is effective with respect to each Class as of the
date of execution of the applicable exhibit and shall continue in effect with
respect to each Class
INVESTMENT COMPANY NAME VERSION#/DATE
presently set forth on an exhibit and any subsequent Classes added pursuant to
an exhibit during the initial term of this Agreement for one year from the date
hereof, and thereafter for successive periods of one year if such continuance is
approved at least annually with respect to each Fund and Class as to which it is
to continue in effect by the DIRECTORS of the CORPORATION, including a majority
of the members of the Board of DIRECTORS of the CORPORATION who are not
"interested persons"(as defined in the 0000 Xxx) of either party hereto cast in
person at a meeting called for that purpose and, if applicable, as provided in
Section 10(a). If a Class is added after the first annual approval by the
DIRECTORS as described above, this Agreement will be effective as to that Class
upon execution of the applicable exhibit and will continue in effect until the
next annual approval of this Agreement by the DIRECTORS and thereafter for
successive periods of one year, subject to approval as described above.
6. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a majority
of the DisinterestedDIRECTORS or by a majority of the outstanding voting
securities of the particular Fund or Class, on not more than sixty (60) days'
written notice to the Distributor. This Agreement may be terminated with regard
to a particular Fund or Class by EDGEWOOD on sixty (60) days' written notice to
the CORPORATION.
7. This Agreement may not be assigned by EDGEWOOD and shall
automatically terminate in the event of an assignment by EDGEWOOD (as defined in
the 1940 Act), provided, however, that EDGEWOOD may, with the prior written
consent of the Corporation, employ such other person, persons, corporation or
corporations as it shall determine in order to assist it in carrying out its
duties under this Agreement.
8. EDGEWOOD shall not be liable to the CORPORATION for anything done or
omitted by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed by this
Agreement.
9. Subject to Section 10, this Agreement may be amended at any time by
mutual agreement in writing of all the parties hereto, provided that no
provision of this Agreement may be changed, waived, discharged or terminated
except by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought, and that the
Corporation's consent to any material amendment to the Agreement requires the
approval provided for in Section 5.
10. The Board of Directors of the Corporation has adopted a Plan of
Distribution pursuant to Rule 12b-1 under the 1940 Act with respect to one or
more Funds and Classes (the "12b-1 Plan") and may make payments to Edgewood
pursuant to such 12b-1 Plan, subject to and in accordance with the terms and
conditions thereof and any related agreements. During such period as Edgewood
receives compensation pursuant to the 12b-1 Plan with respect to one or meore
Funds and Classes, as provided in one or more exhibits to this Agreement, and
this Agreement constitutes a 12b-1 related agreement.
(a) This Agreement shall continue in effect with respect to each
Class for which Edgewood receives compensation pursuant to the 12b-1
Plan from and after its effective date with respect to such Class
only if such continuance is specifically approved annually by the
vote of both the Corporation's Board of Directors and by the
directors who are not "interested persons" (as defined in the 0000
Xxx) of the Corporation and have no direct or indirect financial
interest in the operation of the 12b'1 Plan or in any agreements
related thereto (the "Independent Directors"), cast
INVESTMENT COMPANY NAME VERSION#/DATE
in person at a meeting called for the purpose of voting on such 12b-1 Plan or
related agreements.
(b) This Agreement may be terminated, without the payment of any
penalty, by the Corporation as to any Fund or Class by vote of a
majority of the Independent Directors or by a vote of a majority of
the outstanding voting securities (as defined in the 0000 Xxx) of the
affected Fund or Class or by Edgewood, in either case, on sixty days'
prior written notice to the other party.
(c) Any material amendment to this Agreement requires the approval
provided for in Section 10(a) with respect to annual renewals of this
Agreemetn, and any amendment that materially increases the amount to
be spent for distribution services requires the additional approval
of the majority of the Corporation's outstanding voting securities
(as defined in the 0000 Xxx) of each affected Fund or Class.
(d) The selection and nomination of those directors who are not
"intersted persons" (as defined in the 0000 Xxx) of the Corporation
shall be committed to the discretion of the Directors of the
Corporation who are not such "interested persons" of the Fund.
11. Edgewood shall clear and file all advertising, sales, marketing and
promotional materials of the Fund provided to Edgewood, or in the preparation of
which it has participated, with the NASD as required by the 1933 Act and the
1940 Act, and the rules promulgated thereunder, and by the rules of the NASD.
Edgewood will ensure that all direct requests for Prospectuses and SAIs are
fulfilled.
12. Edgewood agrees to make available one or more members of its staff
or the staff of an affiliated company to attend all Board meetings of the
Corporation in order to provide informtion with regard to the ongoing
distribution process and for such other purposes as may be requested by the
Board of Directors of the Corporation.
13. Edgewood represents and warrants to the Corporation that (a) it is
duly organized as a New York Corporation, (b) it is a registered broker-dealer
under the Securities Exchange Act of 1934, as amended, and (c) its entering into
this contract or providing the services contemplated thereby does not conflict
with or constitute a default or require a consent under or breach of any
provision of any agreemetn or document to which Edgewood is a party or by which
it is bound.
14. This Agreement shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania.
15. (a) Subject to the conditions set forth below, the CORPORATION
agrees to indemnify and hold harmless EDGEWOOD and each person, if any, who
controls EDGEWOOD within the meaning of Section_15 of the 1933 Act and
Section_20 of the Securities Act of 1934, as amended, against any and all loss,
liability, claim, damage and expense whatsoever (including but not limited to
any and all expenses whatsoever reasonably incurred in investigating, preparing
or defending against any litigation, commenced or threatened, or any claim
whatsoever) arising out of or based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
Prospectuses or SAIs (as from time to time amended and supplemented) or the
omission or alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading, unless such
statement or omission was made in reliance upon and in conformity with written
information furnished to the CORPORATIONby or on behalf of EDGEWOOD expressly
for use in the
INVESTMENT COMPANY NAME VERSION#/DATE
Registration Statement, any Prospectuses and SAIs or any amendment or
supplement thereof.
If any action is brought against EDGEWOOD or any controlling person
thereof with respect to which indemnity may be sought against the CORPORATION
pursuant to the foregoing paragraph, EDGEWOOD shall promptly notify the
CORPORATION in writing of the institution of such action and the CORPORATION
shall assume the defense of such action, including the employment of counsel
selected by the CORPORATION and payment of expenses. EDGEWOOD or any such
controlling person thereof shall have the right to employ separate counsel in
any such case, but the fees and expenses of such counsel shall be at the expense
of EDGEWOOD or such controlling person unless the employment of such counsel
shall have been authorized in writing by the CORPORATION in connection with the
defense of such action or the CORPORATION shall not have employed counsel to
have charge of the defense of such action, in any of which events such fees and
expenses shall be borne by the CORPORATION. Anything in this paragraph to the
contrary notwithstanding, the CORPORATION shall not be liable for any settlement
of any such claim of action effected without its written consent. The
CORPORATION agrees promptly to notify EDGEWOOD of the commencement of any
litigation or proceedings against the CORPORATION or any of its officers or
DIRECTORS or controlling persons in connection with the issue and sale of Shares
or in connection with the Registration Statement, Prospectuses, or SAIs.
(b) EDGEWOOD agrees to indemnify and hold harmless the CORPORATION, each of
its DIRECTORS, each of its officers who have signed the Registration Statement
and each other person, if any, who controls the CORPORATION within the meaning
of Section_15 of the 1933 Act, but only with respect to statements or omissions,
if any, made in the Registration Statement or any Prospectus, SAI, or any
amendment or supplement thereof in reliance upon, and in conformity with,
information furnished to the CORPORATION about EDGEWOOD by or on behalf of
EDGEWOOD expressly for use in the Registration Statement or any Prospectus, SAI,
or any amendment or supplement thereof. In case any action shall be brought
against the CORPORATION or any other person so indemnified based on the
Registration Statement or any Prospectus, SAI, or any amendment or supplement
thereof, and with respect to which indemnity may be sought against EDGEWOOD,
EDGEWOOD shall have the rights and duties given to the CORPORATION, and the
CORPORATION and each other person so indemnified shall have the rights and
duties given to EDGEWOOD by the provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person against
liability to the CORPORATION or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the duties of such person or by reason of the
reckless disregard by such person of the obligations and duties of such person
under this Agreement.
(d) Insofar as indemnification for liabilities may be permitted pursuant to
Section_17 of the 1940 Act, EDGEWOOD and controlling persons of Edgewood by the
CORPORATION pursuant to this Agreement, the parties hereto are aware of the
position of the Securities and Exchange Commission
INVESTMENT COMPANY NAME VERSION#/DATE
as set forth in the Investment Company Act Release No._IC-11330. Therefore,
notwithstanding the foregoing paragraphs (a) and (b), the parties agree that (A)
in addition to complying with other applicable provisions of this Agreement, in
the absence of a final decision on the merits by a court or other body before
which the proceeding was brought, that an indemnification payment will not be
made to Edgewood or any controlling person of Edgewood unless in the absence of
such a decision, a reasonable determination based upon factual review has been
made (i) by a majority vote of a quorum of non-party Disinterested DIRECTORS, or
(ii) by independent legal counsel in a written opinion that the indemnitee was
not liable for an act of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties; (B) advancement of expenses incurred in the
defense of a proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against Edgewood or controlling
persons of Edgewood will not be made absent the fulfillment of at least one of
the following conditions: (i) the indemnitee provides security for his
undertaking; (ii) the CORPORATION is insured against losses arising by reason of
any lawful advances; or (iii) a majority of a quorum of non-party Disinterested
DIRECTORS or independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee will be entitled to
indemnification.
16. If at any time the Shares of any Fund are offered in two or more
Classes, EDGEWOOD agrees to adopt compliance standards as to when a class of
shares may be sold to particular investors.
17. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
INVESTMENT COMPANY NAME VERSION#/DATE
INVESTMENT COMPANY NAME
Exhibit A
to the
Distributor's Contract
DEUTSCHE FAMILY OF FUNDS, INC
DEUTSCHE EUROPEAN MID-CAP FUND
DEUTSCHE GERMAN BOND FUND
DEUTSCHE GERMAN EQUITY FUND
DEUTSCHE GLOBAL BOND FUND
DEUTSCHE JAPANESE EQUITY FUND
DEUTSCHE TOP 50 ASIA
DEUTSCHE TOP 50 EUROPE
DEUTSCHE TOP 50 US
DEUTSCHE TOP 50 WORLD
CLASS A SHARES
In consideration of the mutual covenants set forth in the Distributor's
Contract dated _________________, 1997 between Deutsche Family of Funds, Inc.
and Edgewood Services, Inc., Deutsche Family of Funds, Inc. executes and
delivers this Exhibit on behalf of Deutsche European Mid- Cap Fund, Deutsche
German Bond Fund, Deutsche German Equity Fund, Deutsche Global Bond Fund,
Deutsche Japanese Equity Fund, Deutsche Top 50 Asia, Deutsche Top 50 Europe,
Deutsche Top 50 US, and Deutsche Top 50 World, with respect to the Class A
shares thereof.
Witness the due execution hereof this _____ day of __________, 1997.
ATTEST: DEUTSCHE FAMILY OF FUNDS, INC.
_________________________________________ By: ________________________
Secretary President
ATTEST: EDGEWOOD SERVICES, INC.
----------------------------------------- By: -------------------------
Secretary Executive Vice President
INVESTMENT COMPANY NAME VERSION#/DATE
INVESTMENT COMPANY NAME VERSION#/DATE
Exhibit B
to the
Distributor's Contract
DEUTSCHE FAMILY OF FUNDS, INC.
DEUTSCHE EUROPEAN MID-CAP FUND CLASS B SHARES
DEUTSCHE GERMAN BOND FUND CLASS B SHARES
DEUTSCHE GERMAN EQUITY FUND CLASS B SHARES
DEUTSCHE GLOBAL BOND FUND CLASS B SHARES
DEUTSCHE JAPANESE EQUITY FUND CLASS B SHARES
DEUTSCHE TOP 50 ASIA CLASS B SHARES
DEUTSCHE TOP 50 EUROPE CLASS B SHARES
DEUTSCHE TOP 50 WORLD CLASS B SHARES
DEUTSCHE TOP 50 US CLASS B SHARES
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated ____________, between DEUTSCHE FAMILY OF FUNDS,
INC. and Edgewood Services, Inc. with respect to the classes of shares set forth
above.
1. The CORPORATION hereby appoints EDGEWOOD to engage in activities
principally intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, EDGEWOOD is authorized to select a
group of financial intermediaries ("Financial Intermediaries") to sell Shares at
the current offering price thereof as described and set forth in the respective
prospectuses of the CORPORATION.
2. During the term of this Agreement, the CORPORATION will pay EDGEWOOD for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of 0.75% of the average aggregate net asset value of the Shares held during the
month. For the month in which this Agreement becomes effective or terminates,
there shall be an appropriate proration of any fee payable on the basis of the
number of days that the Agreement is in effect during the month.
3. EDGEWOOD may from time-to-time and for such periods as it deems
appropriate reduce its compensation to the extent any Class' expenses exceed
such lower expense limitation as EDGEWOOD may, by notice to the CORPORATION,
voluntarily declare to be effective.
4. EDGEWOOD will enter into separate written agreements, in the form
approved by the Board of Directors of the Corporation, with various firms to
provide certain distribution, marketing and shareholder services. EDGEWOOD, in
its sole discretion, may pay Financial Intermediaries a periodic fee in respect
of Shares owned from time to time by their clients or customers. The schedules
of such fees and the basis upon which such fees will be paid shall be determined
from time to time by each Fund and EDGEWOOD. Each such agreement that provides
for payments thereunder to be made pursuant to the 12b-1 Plan shall be subject
to annual approval by the Board of Directors of the Corporation and shall comply
with the terms and conditions of the 12b- 1 Plan.
5. EDGEWOOD will prepare reports to the Board of directors of the
CORPORATION on a quarterly basis showing amounts expended hereunder including
amounts paid to Financial Intermediaries and the purpose for such expenditures.
In consideration of the mutual covenants set forth in the Distributor's
Contract dated ___________________ between DEUTSCHE FAMILY OF FUNDS, INC. and
Edgewood Services, Inc.
INVESTMENT COMPANY NAME VERSION#/DATE
DEUTSCHE FAMILY OF FUNDS, INC. executes and delivers this Exhibit on behalf of
the REFERENCED FUNDS, and with respect to the REFERENCED CLASSES OF SHARES
thereof, first set forth in this Exhibit.
Witness the due execution hereof this ___ DAY OF ___________, 19___.
ATTEST: DEUTSCHE FAMILY OF FUNDS, INC.
By:
Secretary President
(SEAL)
ATTEST: Edgewood Services, Inc.
By:
Secretary Executive Vice President
(SEAL)
INVESTMENT COMPANY NAME VERSION#/DATE
