Exhibit 9(c) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SERVICES AGREEMENT
AGREEMENT made as of the 28th day of July, 1997, by and between Deutsche Funds,
Inc. (the Company), the series of which are listed on Exhibit 1, as may be
amended from time to time (individually referred to herein as a "Fund" and
collectively as "Funds"), having their principal office and place of business at
Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000 and having approved a
Distribution and Services Plan (the "Plan") and Deutsche Fund Management, Inc.,
a Delaware corporation, having its principal office and place of business at 00
Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("DFM").
1. The Funds
hereby appoint DFM to render or cause to be rendered personal and other services
to shareholders of the classes of shares of the Funds set for on Exhibit 1
("Classes"), including (a) performing personal services relating to shareholder
accounts, including answering shareholder inquiries and providing reports and
other information to shareholders and financial institutions ("Financial
Institutions") and performing other services related to the maintenance of
shareholder accounts (collectively, "Shareholder Services"), (b) making payments
to Financial Institutions that perform Shareholder Services, (c) coordinating
the activities of Financial Institutions that perform Shareholder Services and
providing Fund information to shareholders, potential investors and Financial
Institutions, and (d) performing other services related to the foregoing which,
in its best judgment (subject to the supervision of the Board of Directors of
the Company) are necessary or desirable for shareholders of the Classes
(collectively, "Services"). DFM hereby accepts such appointment. DFM further
agrees to provide the Funds, upon request, a written description of the Services
which DFM is providing hereunder. Any payment made by DFM to Financial
Institutions with funds received as services fees hereunder will be made
pursuant to the Mutual Funds Sales and Service Agreement entered into by DFM and
the Company's Distributor with such Financial Institution.
2. During the term of
this Agreement, each Fund will pay DFM and DFM agrees to accept as full
compensation for its services rendered hereunder a services fee at an annual
rate, calculated daily and payable monthly, of 0.25% of the average net assets
of each Class listed on Exhibit 1. For the payment period in which this
Agreement becomes effective or terminates with respect to any Fund, there shall
be an appropriate proration of the monthly fee on the basis of the number of
days that this Agreement is in effect with respect to such Fund during the
month.
3. This Agreement shall continue in effect for one year from the date of
its execution, and thereafter for successive periods of one year only if this
Agreement is approved with respect to each Class at least annually by the Board
of the Company, including a majority of the members of the Board with respect to
each Class who are not interested persons of the Company (within the meaning of
the Investment Company Act of 1940, as amended (the "1940 Act")) and have no
direct or indirect financial interest in the operation of the Funds' Plan or in
any related agreements ("Independent Board Members") cast in person at a meeting
called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be
terminated with respect to any Class as follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Board Members or by a vote of a majority of
the outstanding voting securities of such Class as defined in the
Investment Company Act of 1940 on sixty (60) days' written notice to the
parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined in
the 1940 Act; and
(c) by any party to the Agreement without cause by giving the other party
at least sixty (60) days' written notice of its intention to terminate.
5. DFM agrees to obtain any taxpayer identification number certification from
each shareholder of the Classes to which it provides Services that is required
under Section 3406 of the Internal Revenue Code, and any applicable Treasury
regulations, and to provide the Company or its designee with timely written
notice of any failure to obtain such taxpayer identification number
certification in order to enable the implementation of any required backup
withholding. 6. DFM shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Fund in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. DFM
shall be entitled to rely on and may act upon advice of counsel (who may be
counsel for such Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of DFM, who may be
or become a member of the Company's Board or an officer, employee or agent,
shall be deemed, when rendering services to a Fund or acting on any business of
such Fund (other than services or business in connection with the duties of DFM
hereunder) to be rendering such services to or acting solely for such Fund and
not as an officer, trustee, partner, employee or agent or one under the control
or direction of DFM even though paid by DFM. This Section 6 shall survive
termination of this Agreement. 7. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which an enforcement of the change, waiver,
discharge or termination is sought. 8. Notices of any kind to be given hereunder
shall be in writing (including facsimile communication) and shall be duly given
if delivered to any Fund and to such Fund at the following address: Federated
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000 and if delivered to DFM at 00 Xxxx
00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President.
9. This Agreement constitutes the entire agreement between the parties hereto
and
supersedes any prior agreement with respect to the subject hereof whether oral
or written. If any provision of this Agreement shall be held or made invalid by
a court or regulatory agency decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. Subject to the provisions of
Sections 3 and 4, hereof, this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein shall be
construed in a manner inconsistent with the 1940 Act or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder. 10. This
Agreement may be executed by different parties on separate counterparts, each of
which, when so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same instrument. 11. This
Agreement shall not be assigned by any party without the prior written consent
of DFM in the case of assignment by the Company, or of the Company in the case
of assignment by DFM, except that any party may assign to a successor all of or
a substantial portion of its business to a party controlling, controlled by, or
under common control with such party. Nothing in this Section 11 shall prevent
DFM from delegating its responsibilities to another entity to the extent
provided herein. 12. DFM acknowledges that this Agreement is a "related
agreement" with respect to the Plan within the meaning of Rule 12b-1 under the
1940 Act and agrees to comply with the terms and conditions applicable to this
Agreement under Rule 12b-1 and the Plan.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: Deutsche Funds, Inc.
/S/ XXXXXX XXXXXX By:/S/ XXXXXX XXXXXX
Title: SECRETARY
Attest: Deutsche Fund Management, Inc.
/S/ XXXXXX XXXXXX By:/S/ XXXXX XXX
Title: PRESIDENT
By:/S/ XXXXXX XXXXXXXX
Title: Assistant Treasurer
EXHIBIT 1
DEUTSCHE EUROPEAN MID-CAP FUND, CLASS A AND CLASS B SHARES
DEUTSCHE GERMAN EQUITY FUND, CLASS A AND CLASS B SHARES
DEUTSCHE JAPANESE EQUITY FUND, CLASS A AND CLASS B SHARES
DEUTSCHE GLOBAL BOND FUND, CLASS A AND CLASS B SHARES
DEUTSCHE EUROPEAN BOND FUND, CLASS A AND CLASS B SHARES
DEUTSCHE TOP 50 WORLD, CLASS A AND CLASS B SHARES
DEUTSCHE TOP 50 EUROPE, CLASS A AND CLASS B SHARES
DEUTSCHE TOP 50 ASIA, CLASS A AND CLASS B SHARES
DEUTSCHE TOP 50 US, CLASS A AND CLASS B SHARES
DEUTSCHE US MONEY MARKET FUND, CLASS A AND CLASS B SHARES
