Exhibit 6(a) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
DEUTSCHE FUNDS, INC.
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 28th day of July, 1997, by and between DEUTSCHE 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 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 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
Agreement, 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
"interested 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
Corporation by or on behalf of Edgewood expressly for use in the
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 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.
*trust "11.FSC is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust and agrees that the
obligations assumed by the Trust pursuant to this Agreement shall be limited "
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.
Exhibit A
to the
Distributor's Contract
DEUTSCHE FUNDS, INC
DEUTSCHE EUROPEAN MID-CAP FUND
DEUTSCHE EUROPEAN 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
DEUTSCHE US MONEY MARKET FUND
CLASS A SHARES
DEUTSCHE INSTITUTIONAL US MONEY MARKET FUND
In consideration of the mutual covenants set forth in the Distributor's
Contract dated July 28, 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, Deutsche
Top 50 World, and Deutsche US Money Market Fund with respect to the Class A
shares thereof and on behalf of Deutsche Institutional US Money Market Fund.
Witness the due execution hereof this 28th day of July, 1997.
ATTEST: DEUTSCHE FUNDS, INC.
/S/ XXXXXX XXXXXX By: /S/ XXXXX XXX
Secretary President
ATTEST: EDGEWOOD SERVICES, INC.
/S/ S. XXXXXXX XXXXX /S/ XXXXXXXX XXXXXXXXXX Secretary
Exhibit B
to the
Distributor's Contract
DEUTSCHE FUNDS, INC.
DEUTSCHE EUROPEAN MID-CAP FUND CLASS B SHARES
DEUTSCHE EUROPEAN 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
DEUTSCHE US MONEY MARKET FUND CLASS B SHARES
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated July 28, 1997, between DEUTSCHE 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 July 28, 1997 between DEUTSCHE FUNDS, INC. and Edgewood Services,
Inc. DEUTSCHE 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 28th day of July, 1997.
ATTEST: Deutsche Funds, Inc.
/S/ XXXXXX XXXXXX By: /S/ XXXXX XXX
Secretary President
ATTEST: EDGEWOOD SERVICES, INC.
/S/ S. XXXXXXX XXXXX /S/ XXXXXXXX XXXXXXXXXX
Secretary
