0000088053-16-001470.txt : 20160128
0000088053-16-001470.hdr.sgml : 20160128
20160128102058
ACCESSION NUMBER: 0000088053-16-001470
CONFORMED SUBMISSION TYPE: 485BPOS
PUBLIC DOCUMENT COUNT: 7
FILED AS OF DATE: 20160128
DATE AS OF CHANGE: 20160128
EFFECTIVENESS DATE: 20160201
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: DEUTSCHE MUNICIPAL TRUST
CENTRAL INDEX KEY: 0000203142
IRS NUMBER: 046396607
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: 485BPOS
SEC ACT: 1933 Act
SEC FILE NUMBER: 002-57139
FILM NUMBER: 161367024
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154-0004
BUSINESS PHONE: 212-454-6778
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154-0004
FORMER COMPANY:
FORMER CONFORMED NAME: DWS MUNICIPAL TRUST
DATE OF NAME CHANGE: 20060207
FORMER COMPANY:
FORMER CONFORMED NAME: SCUDDER MUNICIPAL TRUST
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: SCUDDER MANAGED MUNICIPAL BONDS
DATE OF NAME CHANGE: 19880302
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: DEUTSCHE MUNICIPAL TRUST
CENTRAL INDEX KEY: 0000203142
IRS NUMBER: 046396607
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: 485BPOS
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-02671
FILM NUMBER: 161367025
BUSINESS ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154-0004
BUSINESS PHONE: 212-454-6778
MAIL ADDRESS:
STREET 1: 345 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10154-0004
FORMER COMPANY:
FORMER CONFORMED NAME: DWS MUNICIPAL TRUST
DATE OF NAME CHANGE: 20060207
FORMER COMPANY:
FORMER CONFORMED NAME: SCUDDER MUNICIPAL TRUST
DATE OF NAME CHANGE: 19920703
FORMER COMPANY:
FORMER CONFORMED NAME: SCUDDER MANAGED MUNICIPAL BONDS
DATE OF NAME CHANGE: 19880302
0000203142
S000031144
Deutsche Short-Term Municipal Bond Fund
C000096616
Class A
SRMAX
C000096617
Class B
SRMBX
C000096618
Class C
SRMCX
C000096619
Class S
SRMSX
C000096620
Institutional Class
MGSMX
485BPOS
1
nb020116dmt.txt
DEUTSCHE MUNICIPAL TRUST
Filed electronically with the Securities and Exchange Commission on January 28,
2016
1933 Act File No. 002-57139
1940 Act File No. 811-02671
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | X |
Pre-Effective Amendment No. |__|
Post-Effective Amendment No. 90 | X |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | X |
Amendment No. 81
Deutsche Municipal Trust
(Exact Name of Registrant as Specified in Charter)
345 Park Avenue, New York, NY 10154
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 295-1000
John Millette
Vice President and Secretary
One Beacon Street
Boston, MA 02108
(Name and Address of Agent for Service)
Copy to: David A. Sturms
Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601
It is proposed that this filing will become effective (check appropriate box):
/___/ Immediately upon filing pursuant to paragraph (b)
/ X / On February 1, 2016 pursuant to paragraph (b)
/___/ 60 days after filing pursuant to paragraph (a)(1)
/___/ On _______________ pursuant to paragraph (a)(1)
/___/ 75 days after filing pursuant to paragraph (a)(2)
/___/ On _______________ pursuant to paragraph (a) (2) of Rule 485
If appropriate, check the following box:
/___/ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment
EXPLANATORY NOTE
----------------
This post-effective amendment contains the prospectus and statement of
additional information relating to the following series of the registrant:
o Deutsche Short-Term Municipal Bond Fund -- Class A, Class B, Class C,
Institutional Class and Class S
This post-effective amendment is not intended to update or amend any other
prospectuses or statements of additional information of the registrant's other
series or classes.
Deutsche
Asset Management
Prospectus
February 1, 2016
Deutsche Short-Term Municipal Bond Fund
CLASS/TICKER A SRMAX B SRMBX C SRMCX INST MGSMX S SRMSX
(Class B shares are closed to new investment)
As with all mutual funds, the Securities and Exchange Commission (SEC) does not
approve or disapprove these shares or determine whether the information in this
prospectus is truthful or complete. It is a criminal offense for anyone to
inform you otherwise.
[DB Logo]
[GRAPHIC APPEARS HERE]
Table of Contents
DEUTSCHE SHORT-TERM MUNICIPAL
BOND FUND
Investment Objective............................... 1
Fees and Expenses of the Fund...................... 1
Principal Investment Strategy...................... 2
Main Risks......................................... 2
Past Performance................................... 4
Management......................................... 4
Purchase and Sale of Fund Shares................... 4
Tax Information.................................... 5
Payments to Broker-Dealers and
Other Financial Intermediaries..................... 5
FUND DETAILS
Additional Information About Fund Strategies and
Risks.............................................. 6
Other Policies and Risks........................... 9
Who Manages and Oversees the Fund.................. 10
Management......................................... 11
INVESTING IN THE FUND
Choosing a Share Class............................. 12
Buying, Exchanging and Selling Shares.............. 16
How to Buy Shares.................................. 16
How to Exchange Shares............................. 17
How to Sell Shares................................. 18
Financial Intermediary Support Payments............ 18
Policies You Should Know About..................... 19
Policies About Transactions........................ 19
How the Fund Calculates Share Price................ 24
Other Rights We Reserve............................ 24
Understanding Distributions and Taxes.............. 25
FINANCIAL HIGHLIGHTS............................... 27
APPENDIX........................................... 30
Hypothetical Expense Summary....................... 30
Additional Index Information....................... 32
-------------------------------------------------------------------------------
YOUR INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY, ENTITY OR PERSON.
-------------------------------------------------------------------------------
Deutsche
Asset Management
[DB Logo]
Deutsche Short-Term Municipal Bond Fund
INVESTMENT OBJECTIVE
The fund seeks a high level of income exempt from regular federal income tax,
consistent with the preservation of capital.
FEES AND EXPENSES OF THE FUND
These are the fees and expenses you may pay when you buy and hold shares. You
may qualify for sales charge discounts if you and your immediate family invest,
or agree to invest in the future, at least $100,000 in Deutsche funds. More
information about these and other discounts is available from your financial
professional and in Choosing a Share Class (p. 12) and Purchase and Redemption
of Shares in the fund's Statement of Additional Information (SAI) (p. II-16).
SHAREHOLDER FEES (paid directly from your investment)
A B C INST S
---------- --------- --------- ------ -----
Maximum sales charge (load)
imposed on purchases, as % of
offering price 2.00 None None None None
------------------------------------ ---- -- -- ------ ---
Maximum deferred sales charge
(load), as % of redemption proceeds None 4.00 1.00 None None
------------------------------------ ------ ---- ---- ------ ---
Account Maintenance Fee (annually,
for fund account balances below
$10,000 and subject to certain
exceptions) $ 20 $20 $20 None $20
------------------------------------ ------- ---- ---- ------ ---
ANNUAL FUND OPERATING EXPENSES
(expenses that you pay each year as a % of the value of your investment)
A B C INST S
--------- --------- --------- ---------- ----------
Management fee 0.40 0.40 0.40 0.40 0.40
---------------------------------- ---- ---- ---- ---- ----
Distribution/service (12b-1) fees 0.25 0.99 1.00 None None
---------------------------------- ---- ---- ---- ----- -----
Other expenses 0.24 0.32 0.27 0.24 0.36
---------------------------------- ---- ---- ---- ----- -----
TOTAL ANNUAL FUND OPERATING
EXPENSES 0.89 1.71 1.67 0.64 0.76
---------------------------------- ---- ---- ---- ----- -----
Fee waiver/expense reimbursement 0.16 0.23 0.19 0.16 0.18
---------------------------------- ---- ---- ---- ----- -----
TOTAL ANNUAL FUND OPERATING
EXPENSES AFTER FEE WAIVER/EXPENSE
REIMBURSEMENT 0.73 1.48 1.48 0.48 0.58
---------------------------------- ---- ---- ---- ----- -----
The Advisor has contractually agreed through January 31, 2017 to waive its fees
and/or reimburse fund expenses to the extent necessary to maintain the fund's
total annual operating expenses (excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest expenses) at ratios no
higher than 0.73%, 1.48%, 1.48%, 0.48% and 0.58% for Class A, Class B, Class C,
Institutional Class and Class S, respectively. The agreement may only be
terminated with the consent of the fund's Board.
EXAMPLE
This Example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the fund for the time periods indicated and then redeem all
of your shares at the end of those periods. The Example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
(including one year of capped expenses in each period) remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
1
PROSPECTUS February 1, 2016 Deutsche Short-Term Municipal Bond Fund
YEARS A B C INST S
------- -------- -------- -------- ------ ------
1 $ 273 $ 551 $ 251 $49 $59
-- ----- ----- ----- --- ---
3 463 816 508 189 225
-- ----- ----- ----- --- ---
5 668 1,107 890 341 405
-- ----- ----- ----- --- ---
10 1,260 1,582 1,960 783 925
-- ----- ----- ----- --- ---
You would pay the following expenses if you did not redeem your shares:
YEARS A B C INST S
------- -------- -------- -------- ------ ------
1 $ 273 $ 151 $ 151 $49 $59
-- ----- ----- ----- --- ---
3 463 516 508 189 225
-- ----- ----- ----- --- ---
5 668 907 890 341 405
-- ----- ----- ----- --- ---
10 1,260 1,582 1,960 783 925
-- ----- ----- ----- --- ---
Class B converts to Class A after six years; the Example for Class B reflects
Class A fees after the conversion. On or about February 10, 2016, all remaining
Class B shares will automatically convert to Class A shares.
PORTFOLIO TURNOVER
The fund pays transaction costs, such as commissions, when it buys and sells
securities (or "turns over" its portfolio). A higher portfolio turnover may
indicate higher transaction costs and may mean higher taxes if you are
investing in a taxable account. These costs are not reflected in annual fund
operating expenses or in the expense example, and can affect the fund's
performance.
Portfolio turnover rate for fiscal year 2015: 26%.
PRINCIPAL INVESTMENT STRATEGY
MAIN INVESTMENTS. Under normal market conditions, the fund invests at least 80%
of its assets, determined at the time of purchase, in municipal securities that
pay interest exempt from regular federal income tax. Municipal securities are
debt securities issued by states and certain other municipal issuers, political
subdivisions, agencies and public authorities that pay interest that is exempt
from regular federal income tax. The fund may invest without limit in municipal
securities that pay interest that is taxable under the federal alternative
minimum tax (AMT). The fund invests in securities of varying maturities and
intends to maintain a dollar-weighted average effective portfolio maturity of
no longer than three years. In determining the dollar-weighted average
effective portfolio maturity, portfolio management uses a security's stated
maturity or, if applicable, an earlier date on which portfolio management
believes it is probable that the security will be repaid pursuant to a
maturity-shortening feature of the security. Portfolio management might use a
security's effective maturity where, for example, market conditions favor a
buyer exercising a put option (i.e., an option to sell a bond back to the
issuer prior to its maturity) or an issuer exercising a call option (i.e., an
option to redeem a bond prior to its maturity) or a principal prepayment
provision (i.e., a provision allowing an issuer to repay principal before the
stated maturity date). A security's effective maturity can be substantially
shorter than its stated maturity. As of December 31, 2015, the fund had a
dollar-weighted average effective portfolio maturity of 2.38 years.
The fund invests primarily in investment grade municipal securities (securities
within the top four credit rating categories) and up to 15% of assets
investable in the fourth highest rating category. The fund may invest more than
25% of total assets in private activity and industrial development bonds if the
interest paid on them is exempt from regular federal income tax.
The fund may invest up to 20% of total assets in certain taxable securities to
maintain liquidity. The fund may also purchase securities on a when-issued
basis.
MANAGEMENT PROCESS. Portfolio management looks for securities that it believes
offer the best value, typically weighing a number of factors, from economic
outlooks and possible interest rate movements to characteristics of specific
securities, such as coupon, maturity date and call date, credit condition and
outlook, liquidity, and changes in supply and demand within the municipal bond
market.
DERIVATIVES. Portfolio management generally may use interest rate swaps, which
are a type of derivative (a contract whose value is based on, for example,
indices, currencies or securities), to manage the duration of the investment
portfolio (i.e., reducing or increasing the sensitivity of the fund's portfolio
to interest rate changes). Portfolio management may also use tender option bond
transactions to seek to enhance potential gains.
The fund may leverage its assets through the use of proceeds received through
tender option bond transactions. In a tender option bond transaction, the fund
transfers fixed-rate long-term municipal bonds into a special purpose entity (a
"TOB Trust"). A TOB Trust typically issues two classes of beneficial interests:
short-term floating rate interests ("TOB Floaters"), which are sold to third
party investors, and residual inverse floating rate interests ("TOB Inverse
Floater Residual Interests"), which are generally held by the fund.
The fund may also use various types of derivatives (i) for hedging; (ii) for
risk management; (iii) for non-hedging purposes to seek to enhance potential
gains; or (iv) as a substitute for direct investment in a particular asset
class or to keep cash on hand to meet shareholder redemptions.
MAIN RISKS
There are several risk factors that could hurt the fund's performance, cause
you to lose money or cause the fund's performance to trail that of other
investments. The fund may not achieve its investment objective, and is not
intended to be a complete investment program. An investment in the fund is not
a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
2
PROSPECTUS February 1, 2016 Deutsche Short-Term Municipal Bond Fund
MUNICIPAL SECURITIES RISK. The fund could be impacted by events in the
municipal securities market, including the supply and demand for municipal
securities. Negative events, such as severe fiscal difficulties, bankruptcy of
one or more issuers, an economic downturn, unfavorable legislation, court
rulings or political developments, or reduced monetary support from the federal
government could hurt fund performance.
INTEREST RATE RISK. When interest rates rise, prices of debt securities
generally decline. The fund may be subject to a greater risk of rising interest
rates due to the current period of historically low rates. The longer the
duration of the fund's debt securities, the more sensitive the fund will be to
interest rate changes. (As a general rule, a 1% rise in interest rates means a
1% fall in value for every year of duration.)
PREPAYMENT AND EXTENSION RISK. When interest rates fall, issuers of high
interest debt obligations may pay off the debts earlier than expected
(prepayment risk), and the fund may have to reinvest the proceeds at lower
yields. When interest rates rise, issuers of lower interest debt obligations
may pay off the debts later than expected (extension risk), thus keeping the
fund's assets tied up in lower interest debt obligations. Ultimately, any
unexpected behavior in interest rates could increase the volatility of the
fund's share price and yield and could hurt fund performance. Prepayments could
also create capital gains tax liability in some instances.
CREDIT RISK. The fund's performance could be hurt if an issuer of a debt
security suffers an adverse change in financial condition that results in the
issuer not making timely payments of interest or principal, a security
downgrade or an inability to meet a financial obligation.
FOCUS RISK. To the extent that the fund focuses on investments from a single
state, region or sector of the municipal securities market, its performance can
be more volatile than that of a fund that invests more broadly. As an example,
factors affecting a state, region or sector such as severe fiscal difficulties,
an economic downturn, court rulings, increased expenditures on domestic
security or reduced monetary support from the federal government could over
time impair a state, region or sector's ability to repay its obligations.
PRIVATE ACTIVITY AND INDUSTRIAL DEVELOPMENT BOND RISK. The payment of principal
and interest on these bonds is generally dependent solely on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of
property financed as security for such payment.
TENDER OPTION BONDS RISK. The fund's participation in tender option bond
transactions may reduce the fund's returns or increase volatility. Tender
option bond transactions create leverage. Leverage magnifies returns, both
positive and negative, and risk by magnifying the volatility of returns. An
investment in TOB Inverse Floater Residual Interests will typically involve
more risk than an investment in the underlying municipal bonds. The interest
payment on TOB Inverse Floater Residual Interests generally will decrease when
short-term interest rates increase. There are also risks associated with the
tender option bond structure, which could result in terminating the trust. If a
TOB Trust is terminated, the fund must sell other assets to buy back the TOB
Floaters, which could negatively impact performance. Events that could cause a
termination of the TOB Trust include a deterioration in the financial condition
of the liquidity provider, a deterioration in the credit quality of underlying
municipal bonds, or a decrease in the value of the underlying bonds due to
rising interest rates.
TAX RISK. With respect to federal income taxes, any distributions to
shareholders that represent income from taxable securities will generally be
taxable as ordinary income, while other distributions, such as capital gains,
are taxable to the same extent they would be for any mutual fund. Distributions
also are generally subject to state taxes with certain exceptions (e.g., some
states may have an exception for a portion of the fund's income that is
attributable to municipal securities issued in the state in which you reside).
New federal or state governmental action could adversely affect the tax-exempt
status of securities held by the fund, resulting in a higher tax liability for
shareholders and potentially hurting fund performance as well.
SECURITY SELECTION RISK. The securities in the fund's portfolio may decline in
value. Portfolio management could be wrong in its analysis of municipalities,
industries, companies, economic trends, the relative attractiveness of
different securities or other matters.
DERIVATIVES RISK. Risks associated with derivatives may include the risk that
the derivative is not well correlated with the security, index or currency to
which it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses.
COUNTERPARTY RISK. A financial institution or other counterparty with whom the
fund does business, or that underwrites, distributes or guarantees any
investments or contracts that the fund owns or is otherwise exposed to, may
decline in financial health and become unable to honor its commitments. This
could cause losses for the fund or could delay the return or delivery of
collateral or other assets to the fund.
LIQUIDITY RISK. In certain situations, it may be difficult or impossible to
sell an investment and/or the fund may sell certain investments at a price or
time that is not advantageous in order to meet redemption requests or other
cash needs. Unusual market conditions, such as an unusually high volume of
redemptions or other similar conditions
3
PROSPECTUS February 1, 2016 Deutsche Short-Term Municipal Bond Fund
could increase liquidity risk for the fund, and in extreme conditions the fund
could have difficulty meeting redemption requests.
PRICING RISK. If market conditions make it difficult to value some investments,
the fund may value these investments using more subjective methods, such as
fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment's sale. As a result,
you could pay more than the market value when buying fund shares or receive
less than the market value when selling fund shares.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES RISK. The fund may purchase or sell
a security at a future date for a predetermined price. The market value of the
securities may change before delivery.
OPERATIONAL AND TECHNOLOGY RISK. Cyber-attacks, disruptions, or failures that
affect the fund's service providers or counterparties, issuers of securities
held by the fund, or other market participants may adversely affect the fund
and its shareholders, including by causing losses for the fund or impairing
fund operations.
PAST PERFORMANCE
How a fund's returns vary from year to year can give an idea of its risk; so
can comparing fund performance to overall market performance (as measured by an
appropriate market index). Past performance may not indicate future results.
All performance figures below assume that dividends and distributions were
reinvested. For more recent performance figures, go to deutschefunds.com (the
Web site does not form a part of this prospectus) or call the phone number
included in this prospectus.
CALENDAR YEAR TOTAL RETURNS (%) (Class A)
These year-by-year returns do not include sales charges, if any, and would be
lower if they did. Returns for other classes were different and are not shown
here.
[BAR GRAPHIC OMITTED HERE]
[BAR GRAPHIC DATA]
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
3.17 2.84 -0.84 6.27 1.37 3.19 1.40 -0.45 1.36 0.57
RETURNS PERIOD ENDING
BEST QUARTER 2.40% September 30, 2009
WORST QUARTER -1.00% September 30, 2008
AVERAGE ANNUAL TOTAL RETURNS
(For periods ended 12/31/2015 expressed as a %)
After-tax returns (which are shown only for Class A and would be different for
other classes) reflect the historical highest individual federal income tax
rates, but do not reflect any state or local taxes. Your actual after-tax
returns may be different. After-tax returns are not relevant to shares held in
an IRA, 401(k) or other tax-advantaged investment plan.
CLASS 1 5 10
INCEPTION YEAR YEARS YEARS
----------- ---------- --------- ---------
CLASS A before tax 2/28/2003 -1.44 0.80 1.66
--------------------------- --------- ------ ---- ----
After tax on distribu-
tions -1.44 0.80 1.66
After tax on distribu-
tions and sale of fund
shares -1.43 0.64 1.62
--------------------------- --------- ------ ---- ----
CLASS B before tax 2/28/2003 -3.17 0.25 1.11
--------------------------- --------- ------ ---- ----
CLASS C before tax 2/28/2003 -0.18 0.45 1.11
--------------------------- --------- ------ ---- ----
INST CLASS before tax 3/6/1995 0.82 1.46 2.12
--------------------------- --------- ------ ---- ----
CLASS S before tax 2/28/2005 0.72 1.36 2.05
--------------------------- --------- ------ ---- ----
BARCLAYS 1-YEAR GENERAL
OBLIGATION INDEX
(reflects no deduction for
fees, expenses or taxes) 0.63 0.84 2.10
--------------------------- --------- ------ ---- ----
BARCLAYS 3-YEAR (2-4)
MUNICIPAL BOND INDEX
(reflects no deduction for
fees, expenses or taxes) 1.18 1.81 3.01
--------------------------- --------- ------ ---- ----
The information above shows how the fund's performance compares to Barclays
1-Year General Obligation Index and Barclays 3-Year (2-4) Municipal Bond Index,
broad-based securities indexes that reflect the investment strategy of the
fund.
MANAGEMENT
INVESTMENT ADVISOR
Deutsche Investment Management Americas Inc.
PORTFOLIO MANAGER(S)
PHILIP G. CONDON, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the fund.
Began managing the fund in 2003.
ASHTON P. GOODFIELD, CFA, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the
fund. Began managing the fund in 2003.
MATTHEW J. CAGGIANO, CFA, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the
fund. Began managing the fund in 2014.
PETER ALOISI, CFA, ASSISTANT VICE PRESIDENT. Portfolio Manager of the fund.
Began managing the fund in 2014.
PURCHASE AND SALE OF FUND SHARES
MINIMUM INITIAL INVESTMENT ($)
AUTOMATIC
UGMAS/ INVESTMENT
NON-IRA IRAS UTMAS PLANS
------------ -------------- -------- ------------------
A B C 1,000 500 1,000 500
------- ----- --- ----- ---
INST 1,000,000 N/A N/A N/A
------- --------- ---- ----- ----
S 2,500 1,000 1,000 1,000
------- --------- ----- ----- -----
4
PROSPECTUS February 1, 2016 Deutsche Short-Term Municipal Bond Fund
For participants in all group retirement plans, and in certain fee-based and
wrap programs approved by the Advisor, there is no minimum initial investment
and no minimum additional investment for Class A, C and S shares. For Section
529 college savings plans, there is no minimum initial investment and no
minimum additional investment for Class S shares. In certain instances, the
minimum initial investment may be waived for Institutional Class shares. There
is no minimum additional investment for Institutional Class shares. Because
Class B shares are closed to new investment, existing Class B shareholders may
purchase Class A and C shares with a minimum initial investment of $50. The
minimum additional investment in all other instances is $50.
TO PLACE ORDERS
MAIL New Accounts Deutsche Asset Management
PO Box 219356
Kansas City, MO 64121-9356
Additional Investments Deutsche Asset Management
PO Box 219154
Kansas City, MO 64121-9154
Exchanges and Deutsche Asset Management
Redemptions PO Box 219557
Kansas City, MO 64121-9557
EXPEDITED MAIL Deutsche Asset Management
210 West 10th Street
Kansas City, MO 64105-1614
WEB SITE deutschefunds.com
TELEPHONE (800) 728-3337
M - F 8 a.m. - 8 p.m. ET
TDD LINE (800) 972-3006, M - F 8 a.m. - 8 p.m. ET
Initial investments must be sent by mail. You can make additional investments
or sell shares of the fund on any business day by visiting our Web site, by
mail, or by telephone. The fund is generally open on days when the New York
Stock Exchange is open for regular trading.
Class B shares are closed to new purchases, except for exchanges and the
reinvestment of dividends or other distributions. On or about February 10,
2016, all remaining Class B shares will automatically convert to Class A
shares. Institutional Class shares are generally available only to qualified
institutions. Class S shares are only available to a limited group of
investors.
TAX INFORMATION
The fund's income dividends are generally exempt from regular federal income
tax. A portion of the fund's dividends may be subject to federal income tax,
including the federal alternative minimum tax.
PAYMENTS TO BROKER-DEALERS AND
OTHER FINANCIAL INTERMEDIARIES
If you purchase the fund through a broker-dealer or other financial
intermediary (such as a bank), the fund and its related companies may pay the
intermediary for the sale of fund shares and related services. These payments
may create a conflict of interest by influencing the broker-dealer or other
intermediary and your salesperson to recommend the fund over another
investment. Ask your salesperson or visit your financial intermediary's Web
site for more information.
5
PROSPECTUS February 1, 2016 Deutsche Short-Term Municipal Bond Fund
[GRAPHIC APPEARS HERE]
Fund Details
ADDITIONAL INFORMATION ABOUT FUND STRATEGIES AND RISKS
INVESTMENT OBJECTIVE
The fund seeks a high level of income exempt from regular federal income tax,
consistent with the preservation of capital.
PRINCIPAL INVESTMENT STRATEGY
MAIN INVESTMENTS. Under normal market conditions, the fund invests at least 80%
of its assets, determined at the time of purchase, in municipal securities that
pay interest exempt from regular federal income tax. Municipal securities are
debt securities issued by states and certain other municipal issuers, political
subdivisions, agencies and public authorities that pay interest that is exempt
from regular federal income tax. The fund may invest without limit in municipal
securities that pay interest that is taxable under the federal alternative
minimum tax (AMT). The fund invests in securities of varying maturities and
intends to maintain a dollar-weighted average effective portfolio maturity of
no longer than three years. In determining the dollar-weighted average
effective portfolio maturity, portfolio management uses a security's stated
maturity or, if applicable, an earlier date on which portfolio management
believes it is probable that the security will be repaid pursuant to a
maturity-shortening feature of the security. Portfolio management might use a
security's effective maturity where, for example, market conditions favor a
buyer exercising a put option (i.e., an option to sell a bond back to the
issuer prior to its maturity) or an issuer exercising a call option (i.e., an
option to redeem a bond prior to its maturity) or a principal prepayment
provision (i.e., a provision allowing an issuer to repay principal before the
stated maturity date). A security's effective maturity can be substantially
shorter than its stated maturity. As of December 31, 2015, the fund had a
dollar-weighted average effective portfolio maturity of 2.38 years.
The fund invests primarily in investment grade municipal securities (securities
within the top four credit rating categories) and up to 15% of assets
investable in the fourth highest rating category. The fund may invest more than
25% of total assets in private activity and industrial development bonds if the
interest paid on them is exempt from regular federal income tax.
The fund may invest up to 20% of total assets in certain taxable securities to
maintain liquidity. The fund may also purchase securities on a when-issued
basis.
MANAGEMENT PROCESS. Portfolio management looks for securities that it believes
offer the best value, typically weighing a number of factors, from economic
outlooks and possible interest rate movements to characteristics of specific
securities, such as coupon, maturity date and call date, credit condition and
outlook, liquidity, and changes in supply and demand within the municipal bond
market.
In choosing individual securities portfolio management:
o uses credit research conducted by full time in-house analysts to determine
the issuer's current and future potential ability to pay principal and
interest
o looks to exploit any inefficiencies between intrinsic value and trading
price
o focuses on identifying individual bonds that may add above-market value,
with sector weightings as a secondary consideration
In the event a security is rated below investment grade by one nationally
recognized statistical rating organization (NRSRO) and rated investment grade
by another NRSRO, portfolio management will consider the security to be rated
investment grade. The fund's credit standards also apply to counterparties of
over-the-counter (OTC) derivative contracts.
DERIVATIVES. Portfolio management generally may use interest rate swaps, which
are a type of derivative (a contract whose value is based on, for example,
indices, currencies or securities), to manage the duration of the investment
portfolio (i.e., reducing or increasing the sensitivity of the fund's portfolio
to interest rate changes). Portfolio management may also use tender option bond
transactions to seek to enhance potential gains.
The fund may leverage its assets through the use of proceeds received through
tender option bond transactions. In a tender option bond transaction, the fund
transfers fixed-rate long-term municipal bonds into a special purpose entity (a
"TOB Trust"). A TOB Trust typically issues two classes of beneficial interests:
short-term
6
PROSPECTUS February 1, 2016 Fund Details
floating rate interests ("TOB Floaters"), which are sold to third party
investors, and residual inverse floating rate interests ("TOB Inverse Floater
Residual Interests"), which are generally held by the fund.
The fund may also use various types of derivatives (i) for hedging; (ii) for
risk management; (iii) for non-hedging purposes to seek to enhance potential
gains; or (iv) as a substitute for direct investment in a particular asset
class or to keep cash on hand to meet shareholder redemptions.
MAIN RISKS
There are several risk factors that could hurt the fund's performance, cause
you to lose money or cause the fund's performance to trail that of other
investments. The fund may not achieve its investment objective, and is not
intended to be a complete investment program. An investment in the fund is not
a deposit of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.
MUNICIPAL SECURITIES RISK. The fund could be impacted by events in the
municipal securities market, including the supply and demand for municipal
securities. Negative events, such as severe fiscal difficulties, bankruptcy of
one or more issuers, an economic downturn, unfavorable legislation, court
rulings or political developments, or reduced monetary support from the federal
government could hurt fund performance.
INTEREST RATE RISK. When interest rates rise, prices of debt securities
generally decline. The fund may be subject to a greater risk of rising interest
rates due to the current period of historically low rates. The longer the
duration of the fund's debt securities, the more sensitive the fund will be to
interest rate changes. (As a general rule, a 1% rise in interest rates means a
1% fall in value for every year of duration.)
PREPAYMENT AND EXTENSION RISK. When interest rates fall, issuers of high
interest debt obligations may pay off the debts earlier than expected
(prepayment risk), and the fund may have to reinvest the proceeds at lower
yields. When interest rates rise, issuers of lower interest debt obligations
may pay off the debts later than expected (extension risk), thus keeping the
fund's assets tied up in lower interest debt obligations. Ultimately, any
unexpected behavior in interest rates could increase the volatility of the
fund's share price and yield and could hurt fund performance. Prepayments could
also create capital gains tax liability in some instances.
CREDIT RISK. The fund's performance could be hurt if an issuer of a debt
security suffers an adverse change in financial condition that results in the
issuer not making timely payments of interest or principal, a security
downgrade or an inability to meet a financial obligation.
For securities that rely on third-party guarantors to support their credit
quality, the same risks may apply if the financial condition of the guarantor
deteriorates or the guarantor ceases to insure securities. Because guarantors
may insure many types of securities, including subprime mortgage bonds and
other high-risk bonds, their financial condition could deteriorate as a result
of events that have little or no connection to securities owned by the fund.
FOCUS RISK. To the extent that the fund focuses on investments from a single
state, region or sector of the municipal securities market, its performance can
be more volatile than that of a fund that invests more broadly. As an example,
factors affecting a state, region or sector such as severe fiscal difficulties,
an economic downturn, court rulings, increased expenditures on domestic
security or reduced monetary support from the federal government could over
time impair a state, region or sector's ability to repay its obligations.
PRIVATE ACTIVITY AND INDUSTRIAL DEVELOPMENT BOND RISK. The payment of principal
and interest on these bonds is generally dependent solely on the ability of the
facility's user to meet its financial obligations and the pledge, if any, of
property financed as security for such payment.
TENDER OPTION BONDS RISK. The fund's participation in tender option bond
transactions may reduce the fund's returns or increase volatility. Tender
option bond transactions create leverage. Leverage magnifies returns, both
positive and negative, and risk by magnifying the volatility of returns. An
investment in TOB Inverse Floater Residual Interests will typically involve
more risk than an investment in the underlying municipal bonds. The interest
payment on TOB Inverse Floater Residual Interests generally will decrease when
short-term interest rates increase. There are also risks associated with the
tender option bond structure, which could result in terminating the trust. If a
TOB Trust is terminated, the fund must sell other assets to buy back the TOB
Floaters, which could negatively impact performance. Events that could cause a
termination of the TOB Trust include a deterioration in the financial condition
of the liquidity provider, a deterioration in the credit quality of underlying
municipal bonds, or a decrease in the value of the underlying bonds due to
rising interest rates.
The fund may invest in TOB Inverse Floater Residual Interests on a non-recourse
or recourse basis. If the fund invests in TOB Inverse Floater Residual
Interests on a recourse basis, the fund could suffer losses in excess of the
value of the TOB Inverse Floater Residual Interests.
The impact of changes in the structure of TOBs to address compliance with the
Volcker Rule remains untested. Such changes could make early unwinds of TOB
Trusts more likely in adverse market scenarios, may make the use of TOB Trusts
more expensive, and may make it more difficult to use TOB Trusts in general.
TAX RISK. With respect to federal income taxes, any distributions to
shareholders that represent income from taxable securities will generally be
taxable as ordinary income, while other distributions, such as capital gains,
are taxable to the same extent they would be for any
7
PROSPECTUS February 1, 2016 Fund Details
mutual fund. Distributions also are generally subject to state taxes with
certain exceptions (e.g., some states may have an exception for a portion of
the fund's income that is attributable to municipal securities issued in the
state in which you reside). New federal or state governmental action could
adversely affect the tax-exempt status of securities held by the fund,
resulting in a higher tax liability for shareholders and potentially hurting
fund performance as well.
SECURITY SELECTION RISK. The securities in the fund's portfolio may decline in
value. Portfolio management could be wrong in its analysis of municipalities,
industries, companies, economic trends, the relative attractiveness of
different securities or other matters.
DERIVATIVES RISK. Risks associated with derivatives may include the risk that
the derivative is not well correlated with the security, index or currency to
which it relates; the risk that derivatives may result in losses or missed
opportunities; the risk that the fund will be unable to sell the derivative
because of an illiquid secondary market; the risk that a counterparty is
unwilling or unable to meet its obligation; and the risk that the derivative
transaction could expose the fund to the effects of leverage, which could
increase the fund's exposure to the market and magnify potential losses.
There is no guarantee that derivatives, to the extent employed, will have the
intended effect, and their use could cause lower returns or even losses to the
fund. The use of derivatives by the fund to hedge risk may reduce the
opportunity for gain by offsetting the positive effect of favorable price
movements.
COUNTERPARTY RISK. A financial institution or other counterparty with whom the
fund does business, or that underwrites, distributes or guarantees any
investments or contracts that the fund owns or is otherwise exposed to, may
decline in financial health and become unable to honor its commitments. This
could cause losses for the fund or could delay the return or delivery of
collateral or other assets to the fund.
LIQUIDITY RISK. In certain situations, it may be difficult or impossible to
sell an investment and/or the fund may sell certain investments at a price or
time that is not advantageous in order to meet redemption requests or other
cash needs. Unusual market conditions, such as an unusually high volume of
redemptions or other similar conditions could increase liquidity risk for the
fund, and in extreme conditions the fund could have difficulty meeting
redemption requests.
This risk can be ongoing for any security that does not trade actively or in
large volumes, for any security that trades primarily on smaller markets, and
for investments that typically trade only among a limited number of large
investors (such as certain types of derivatives or restricted securities). In
unusual market conditions, even normally liquid securities may be affected by a
degree of liquidity risk (i.e., if the number and capacity of traditional
market participants is reduced). This may affect only certain securities or an
overall securities market.
The potential for liquidity risk may be magnified by a rising interest rate
environment or other circumstances where investor redemptions from fixed-income
mutual funds may be higher than normal, potentially causing increased supply in
the market due to selling activity. If dealer capacity in fixed-income markets
is insufficient for market conditions, it may further inhibit liquidity and
increase volatility in the fixed-income markets.
PRICING RISK. If market conditions make it difficult to value some investments,
the fund may value these investments using more subjective methods, such as
fair value pricing. In such cases, the value determined for an investment could
be different from the value realized upon such investment's sale. As a result,
you could pay more than the market value when buying fund shares or receive
less than the market value when selling fund shares.
Secondary markets may be subject to irregular trading activity, wide bid/ask
spreads and extended trade settlement periods, which may prevent the fund from
being able to realize full value and thus sell a security for its full
valuation. This could cause a material decline in the fund's net asset value.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES RISK. The fund may purchase or sell
a security at a future date for a predetermined price. The market value of the
securities may change before delivery.
OPERATIONAL AND TECHNOLOGY RISK. Cyber-attacks, disruptions, or failures that
affect the fund's service providers or counterparties, issuers of securities
held by the fund, or other market participants may adversely affect the fund
and its shareholders, including by causing losses for the fund or impairing
fund operations.
Cyber-attacks may include unauthorized attempts by third parties to improperly
access, modify, disrupt the operations of, or prevent access to the systems of
the fund's service providers or counterparties, issuers of securities held by
the fund or other market participants or data within them. In addition, power
or communications outages, acts of god, information technology equipment
malfunctions, operational errors, and inaccuracies within software or data
processing systems may also disrupt business operations or impact critical
data. Market events also may trigger a volume of transactions that overloads
current information technology and communication systems and processes,
impacting the ability to conduct the fund's operations.
Cyber-attacks, disruptions, or failures may adversely affect the fund and its
shareholders or cause reputational damage and subject the fund to regulatory
fines, litigation costs, penalties or financial losses, reimbursement or other
compensation costs, and/or additional compliance costs. For example, the fund's
or its service providers' assets or sensitive or confidential information may
be
8
PROSPECTUS February 1, 2016 Fund Details
misappropriated, data may be corrupted, and operations may be disrupted (e.g.,
cyber-attacks or operational failures may cause the release of private
shareholder information or confidential fund information, interfere with the
processing of shareholder transactions, impact the ability to calculate the
fund's NAV, and impede trading). In addition, cyber-attacks, disruptions, or
failures involving a fund counterparty could affect such counterparty's ability
to meet its obligations to the fund, which may result in losses to the fund and
its shareholders. Similar types of operational and technology risks are also
present for issuers of securities held by the fund, which could have material
adverse consequences for such issuers, and may cause the fund's investments to
lose value. Furthermore, as a result of cyber-attacks, disruptions, or
failures, an exchange or market may close or issue trading halts on specific
securities or the entire market, which may result in the fund being, among
other things, unable to buy or sell certain securities or financial instruments
or unable to accurately price its investments.
While the fund and its service providers may establish business continuity and
other plans and processes that seek to address the possibility of and fallout
from cyber-attacks, disruptions, or failures, there are inherent limitations in
such plans and systems, including that they do not apply to third parties, such
as fund counterparties, issuers of securities held by the fund, or other market
participants, as well as the possibility that certain risks have not been
identified or that unknown threats may emerge in the future and there is no
assurance that such plans and processes will address the possibility of and
fallout from cyber-attacks, disruptions, or failures. In addition, the fund
cannot directly control any cybersecurity plans and systems put in place by its
service providers, fund counterparties, issuers of securities held by the fund,
or other market participants.
OTHER POLICIES AND RISKS
While the previous pages describe the main points of the fund's strategy and
risks, there are a few other matters to know about:
o Although major changes tend to be infrequent, the fund's Board could change
the fund's investment objective without seeking shareholder approval.
However, the fund's policy of investing at least 80% of its assets,
determined at the time of purchase, in municipal securities that pay
interest exempt from regular federal income tax cannot be changed without
shareholder approval.
o When, in the Advisor's opinion, it is advisable to adopt a temporary
defensive position because of unusual and adverse or other market
conditions or an unusual disparity between after-tax income on taxable and
municipal securities makes it advisable, up to 100% of the fund's assets
may be held in cash or invested in taxable money market securities or other
short-term investments, which may produce taxable income. Short-term
investments consist of (1) foreign and domestic obligations of sovereign
governments and their agencies and instrumentalities, authorities and
political subdivisions; (2) other short-term high quality rated debt
securities or, if unrated, determined to be of comparable quality in the
opinion of the Advisor; (3) commercial paper; (4) bank obligations,
including negotiable certificates of deposit, time deposits and bankers'
acceptances; and (5) repurchase agreements. Short-term investments may also
include shares of money market mutual funds. To the extent the fund invests
in such instruments, the fund will not be pursuing its investment
objective. However, portfolio management may choose to not use these
strategies for various reasons, even in volatile market conditions.
o Portfolio management measures credit quality at the time it buys securities,
using independent rating agencies or, for unrated securities, its own
judgment. All securities must meet the credit quality standards applied by
portfolio management at the time they are purchased. If a security's credit
quality changes, portfolio management will decide what to do with the
security, based on its assessment of what would most benefit the fund.
o Certain Deutsche funds-of-funds are permitted to invest in the fund. As a
result, the fund may have large inflows or outflows of cash from time to
time. This could have adverse effects on the fund's performance if the fund
were required to sell securities or invest cash at times when it otherwise
would not do so. This activity could also accelerate the realization of
capital gains and increase the fund's transaction costs.
FOR MORE INFORMATION
This prospectus doesn't tell you about every policy or risk of investing in the
fund. If you want more information on the fund's allowable securities and
investment practices and the characteristics and risks of each one, you may
want to request a copy of the Statement of Additional Information (the back
cover tells you how to do this).
Keep in mind that there is no assurance that the fund will achieve its
investment objective.
A complete list of the fund's portfolio holdings as of the month-end is posted
on deutschefunds.com on or after the last day of the following month. More
frequent posting of portfolio holdings information may be made from time to
time on deutschefunds.com. The posted portfolio holdings information is
available by fund and generally remains accessible at least until the date on
which the fund files its Form N-CSR or N-Q with the Securities and Exchange
Commission for the period that includes the date as of which the posted
information is current. The fund's Statement of Additional Information includes
a description of the fund's policies and procedures with respect to the
disclosure of the fund's portfolio holdings.
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PROSPECTUS February 1, 2016 Fund Details
WHO MANAGES AND OVERSEES THE FUND
THE INVESTMENT ADVISOR
Deutsche Investment Management Americas Inc. ("DIMA" or the "Advisor"), with
headquarters at 345 Park Avenue, New York, NY 10154, is the investment advisor
for the fund. Under the oversight of the Board, the Advisor makes investment
decisions, buys and sells securities for the fund and conducts research that
leads to these purchase and sale decisions. The Advisor is an indirect, wholly
owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a major global
banking institution that is engaged in a wide range of financial services,
including investment management, mutual funds, retail, private and commercial
banking, investment banking and insurance. The Advisor and its predecessors
have more than 80 years of experience managing mutual funds and provide a full
range of global investment advisory services to institutional and retail
clients.
Deutsche Asset Management represents the asset management activities conducted
by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DeAWM
Distributors, Inc. ("DDI" or the "Distributor"). Deutsche Asset Management is a
global organization that offers a wide range of investing expertise and
resources, including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This well-resourced
global investment platform brings together a wide variety of experience and
investment insight across industries, regions, asset classes and investing
styles.
The Advisor may utilize the resources of its global investment platform to
provide investment management services through branch offices or affiliates
located outside the US. In some cases, the Advisor may also utilize its branch
offices or affiliates located in the US or outside the US to perform certain
services, such as trade execution, trade matching and settlement, or various
administrative, back-office or other services. To the extent services are
performed outside the US, such activity may be subject to both US and foreign
regulation. It is possible that the jurisdiction in which the Advisor or its
affiliate performs such services may impose restrictions or limitations on
portfolio transactions that are different from, and in addition to, those that
apply in the US.
MANAGEMENT FEE. The Advisor receives a management fee from the fund. Below is
the actual rate paid by the fund for the most recent fiscal year, as a
percentage of the fund's average daily net assets.
FUND NAME FEE PAID
-------------------- ------------
Deutsche Short-Term
Municipal Bond Fund 0.34%*
--------------------- ----
* Reflecting the effect of expense limitations and/or fee waivers then in
effect.
The following waivers are currently in effect:
The Advisor has contractually agreed through January 31, 2017 to waive its fees
and/or reimburse fund expenses to the extent necessary to maintain the fund's
total annual operating expenses (excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest expenses) at ratios no
higher than 0.73%, 1.48%, 1.48%, 0.48% and 0.58% for Class A, Class B, Class C,
Institutional Class and Class S, respectively. The agreement may only be
terminated with the consent of the fund's Board.
A discussion regarding the basis for the Board's approval of the fund's
investment management agreement is contained in the most recent shareholder
report for the annual period ended October 31 or semi-annual period ended April
30 (see "Shareholder reports" on the back cover).
Under a separate administrative services agreement between the fund and the
Advisor, the fund pays the Advisor a fee of 0.10% of the fund's average daily
net assets for providing most of the fund's administrative services. The
administrative services fee discussed above is included in the fees and
expenses table under "Other expenses."
MULTI-MANAGER STRUCTURE. The Advisor, subject to the approval of the Board, has
ultimate responsibility to oversee any subadvisor to the fund and to recommend
the hiring, termination and replacement of subadvisors. The fund and the
Advisor have received an order from the SEC that permits the Advisor to appoint
or replace certain subadvisors, to manage all or a portion of the fund's assets
and enter into, amend or terminate a subadvisory agreement with certain
subadvisors, in each case subject to the approval of the fund's Board but
without obtaining shareholder approval ("multi-manager structure"). The multi-
manager structure applies to subadvisors that are not affiliated with the fund
or the Advisor ("nonaffiliated subadvisors"), as well as subadvisors that are
indirect or direct, wholly owned subsidiaries of the Advisor or Deutsche Bank
AG ("wholly owned subadvisors"). Pursuant to the SEC order, the Advisor, with
the approval of the fund's Board, has the discretion to terminate any
subadvisor and allocate and reallocate the fund's assets among any other
nonaffiliated subadvisors or wholly owned subadvisors (including terminating a
nonaffiliated subadvisor and replacing it with a wholly owned subadvisor). The
fund and the Advisor are subject to the conditions imposed by the SEC order,
including the condition that within 90 days of hiring a new subadvisor pursuant
to the multi-manager structure, the fund will provide shareholders with an
information statement containing information about the new subadvisor. The
shareholders of the fund have approved the multi-manager structure with respect
to wholly-owned subadvisors. Until shareholders of the fund have approved the
multi-manager
10
PROSPECTUS February 1, 2016 Fund Details
structure with respect to nonaffiliated subadvisors, the fund may not appoint
nonaffiliated subadvisors in the manner described herein.
MANAGEMENT
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
PHILIP G. CONDON, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the fund.
Began managing the fund in 2003.
o Joined Deutsche Asset Management in 1983.
o Vice Chairman of Deutsche Asset Management, Americas; formerly, Head of
Municipal Bonds.
o BA and MBA, University of Massachusetts at Amherst.
ASHTON P. GOODFIELD, CFA, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the
fund. Began managing the fund in 2003.
o Joined Deutsche Asset Management in 1986.
o Co-Head of Municipal Bonds.
o BA, Duke University.
MATTHEW J. CAGGIANO, CFA, MANAGING DIRECTOR. Co-Lead Portfolio Manager of the
fund. Began managing the fund in 2014.
o Joined Deutsche Asset Management in 1989.
o BS, Pennsylvania State University; MS, Boston College.
PETER ALOISI, CFA, ASSISTANT VICE PRESIDENT. Portfolio Manager of the fund.
Began managing the fund in 2014.
o Joined Deutsche Asset Management in 2010 with five years of industry
experience; previously, served as an Associate at Banc of America
Securities.
o Municipal Trader: Boston.
o BA and MBA, Boston College.
The fund's Statement of Additional Information provides additional information
about a portfolio manager's investments in the fund, a description of the
portfolio management compensation structure and information regarding other
accounts managed.
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PROSPECTUS February 1, 2016 Fund Details
[GRAPHIC APPEARS HERE]
Investing in the Fund
This prospectus offers the share classes noted on the front cover. Each class
has its own fees and expenses, offering you a choice of cost structures:
o CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES are intended for investors
seeking the advice and assistance of a financial advisor, who will
typically receive compensation for those services.
o INSTITUTIONAL CLASS SHARES AND CLASS S SHARES are only available to
particular investors or through certain programs, as described below.
The following pages tell you how to invest in the fund and what to expect as a
shareholder. The following pages also tell you about many of the services,
choices and benefits of being a shareholder. You'll also find information on
how to check the status of your account.
If you're investing directly with Deutsche Asset Management, all of this
information applies to you. If you're investing through a "third party
provider" - for example, a workplace retirement plan, financial supermarket or
financial advisor - your provider may have its own policies or instructions and
you should follow those.
You can find out more about the topics covered here by speaking with your
financial advisor or a representative of your workplace retirement plan or
other investment provider. For an analysis of the fees associated with an
investment in the fund or similar funds, please refer to
apps.finra.org/fundanalyzer/1/fa.aspx (this Web site does not form a part of
this prospectus).
CHOOSING A SHARE CLASS
Before you invest, take a moment to look over the characteristics of each share
class, so that you can be sure to choose the class that's right for you.
We describe each share class in detail on the following pages. But first, you
may want to look at the following table, which gives you a brief description
and comparison of the main features of each class. You should consult with your
financial advisor to determine which class of shares is appropriate for you.
Class B shares are closed to new purchases, except for exchanges and the
reinvestment of dividends or other distributions.
CLASSES AND FEATURES POINTS TO HELP YOU COMPARE
CLASS A
o Sales charge of up to 2.00% o Some investors may be able to
charged when you buy shares reduce or eliminate their sales
charge; see "Class A Shares"
o In most cases, no charge when
you sell shares o Total annual expenses are
lower than those for Class B or
o Up to 0.25% annual share- Class C
holder servicing fee
o Distributions are generally
higher than Class B or Class C
CLASS B
o No sales charge when you buy o The deferred sales charge rate
shares falls to zero after six years
o Closed to new investment o Shares automatically convert to
Class A after six years, which
o Deferred sales charge declining means lower annual expenses
from 4.00%, charged when you going forward
sell shares you bought within
the last six years o Distributions are generally
lower than Class A
o 0.75% annual distribution fee
and up to 0.25% annual share-
holder servicing fee
CLASS C
o No sales charge when you buy o The first year deferred sales
shares charge rate is lower for Class C
than Class B, but your shares
o Deferred sales charge of never automatically convert to
1.00%, charged when you sell Class A, so annual expenses
shares you bought within the remain higher than Class A
last year
o Distributions are generally
o 0.75% annual distribution fee lower than Class A
and up to 0.25% annual share-
holder servicing fee o Maximum investment applies
INSTITUTIONAL CLASS
o No sales charge when you buy o Only available to certain institu-
shares and no deferred sales tional investors; typically
charge when you sell shares $1,000,000 minimum initial
investment
o Distributions are generally
higher than Class A, B and C,
and may be higher than Class
S, depending on relative
expenses
CLASS S
o No sales charge when you buy o Limited availability, see "Eligi-
shares and no deferred sales bility Requirements" under
charge when you sell shares "Class S Shares"
CLASS A SHARES
Class A shares may make sense for long-term investors, especially those who are
eligible for a reduced or eliminated sales charge.
12
PROSPECTUS February 1, 2016 Investing in the Fund
Class A shares have a 12b-1 plan, under which a shareholder servicing fee of up
to 0.25% is deducted from class assets each year. Because the shareholder
servicing fee is continuous in nature, it may, over time, increase the cost of
your investment and may cost you more than paying other types of sales charges.
Class A shares have an up-front sales charge that varies with the amount you
invest:
FRONT-END SALES FRONT-END SALES
CHARGE AS A % CHARGE AS A % OF YOUR
YOUR INVESTMENT OF OFFERING PRICE(1,2) NET INVESTMENT(2)
-------------------- ------------------------ ----------------------
Under $100,000 2.00% 2.04%
-------------------- ----- -----
$100,000-$249,999 1.75 1.78
----------------- ----- -----
$250,000 or more see below see below
-------------------- ------------------------ ----------------------
(1) The "offering price", the price you pay to buy shares, includes the sales
charge which will be deducted directly from your investment.
(2) Because of rounding in the calculation of the offering price, the actual
front-end sales charge paid by an investor may be higher or lower than
the percentages noted.
YOU MAY BE ABLE TO LOWER YOUR CLASS A SALES CHARGE IF:
o you indicate your intent in writing to invest at least $100,000 in any share
class of any retail Deutsche fund (excluding direct purchase of Deutsche
money market funds) over the next 24 months (Letter of Intent);
o your holdings in all share classes of any retail Deutsche fund (excluding
shares in Deutsche money market funds for which a sales charge has not
previously been paid) you already own plus the amount you're investing now
in Class A shares is at least $100,000 (Cumulative Discount); or
o you are investing a total of $100,000 or more in any share class of two or
more retail Deutsche funds (excluding direct purchases of Deutsche money
market funds) on the same day (Combined Purchases).
The point of these three features is to let you count investments made at other
times or in certain other funds for purposes of calculating your present sales
charge. Any time you can use the privileges to "move" your investment into a
lower sales charge category, it's generally beneficial for you to do so.
For purposes of determining whether you are eligible for a reduced Class A
sales charge, you and your immediate family (i.e., your spouse or life partner
and your children or stepchildren age 21 or younger) may aggregate your
investments in the Deutsche funds. This includes, for example, investments held
in a retirement account, an employee benefit plan or with a financial advisor
other than the one handling your current purchase. These combined investments
will be valued at their current offering price to determine whether your
current investment qualifies for a reduced sales charge.
To receive a reduction in your Class A initial sales charge, you must let your
financial advisor or Shareholder Services know at the time you purchase shares
that you qualify for such a reduction. You may be asked by your financial
advisor or Shareholder Services to provide account statements or other
information regarding related accounts of you or your immediate family in order
to verify your eligibility for a reduced sales charge.
For more information about sales charge discounts, please visit
deutschefunds.com (click on the link entitled "Fund Sales and Breakpoint
Schedule"), consult with your financial advisor or refer to the section
entitled "Purchase and Redemption of Shares" in the fund's Statement of
Additional Information.
IN CERTAIN CIRCUMSTANCES, YOU MAY BE ABLE TO BUY CLASS A SHARES WITHOUT A SALES
CHARGE. For example, the sales charge will be waived if you are reinvesting
dividends or distributions or if you are exchanging an investment in Class A
shares of another fund in the Deutsche funds for an investment in Class A
shares. In addition, a sales charge waiver may apply to transactions by certain
retirement plans and certain other entities or persons (e.g., affiliated
persons of Deutsche Asset Management or the Deutsche funds) and with respect to
certain types of investment programs (e.g., an investment advisory or agency
commission program under which you pay a fee to an investment advisor or other
firm for portfolio management or brokerage services or a no-load network,
platform or self-directed brokerage account offered by a financial services
firm that has entered into an agreement with DDI that may or may not charge you
a transaction fee).
Details regarding the types of investment programs and categories of investors
eligible for a sales charge waiver are provided in the fund's Statement of
Additional Information.
There are a number of additional provisions that apply in order to be eligible
for a sales charge waiver. The fund may waive the sales charge for investors in
other situations as well. Your financial advisor or Shareholder Services can
answer your questions and help you determine if you are eligible.
IF YOU'RE INVESTING $250,000 OR MORE, either as a lump sum or through one of
the sales charge reduction features described above, you may be eligible to buy
Class A shares without a sales charge (Large Order NAV Purchase Privilege).
However, you may be charged a contingent deferred sales charge (CDSC) on any
shares you sell.
FOR THE FUND, investments of $250,000 or more may be eligible to buy Class A
shares without a sales charge (load), but may be subject to a CDSC of 0.50% if
redeemed within 12 months of purchase.
This CDSC is waived under certain circumstances (see "Policies About
Transactions"). Your financial advisor or Shareholder Services can answer your
questions and help you determine if you're eligible.
13
PROSPECTUS February 1, 2016 Investing in the Fund
CLASS B SHARES
Class B shares of the fund are closed to new purchases, except that Class B
shares may continue to be purchased in connection with an exchange or the
reinvestment of dividends or other distributions (including the investment of
dividends and distributions from Class B shares of another Deutsche fund).
With Class B shares, you pay no up-front sales charge to the fund. Class B
shares have a 12b-1 plan, under which a distribution fee of 0.75% and a
shareholder servicing fee of up to 0.25% are deducted from class assets each
year. This means the annual expenses for Class B shares are somewhat higher
(and their performance correspondingly lower) compared to Class A shares.
However, unlike Class A shares, your entire investment goes to work
immediately. After six years, Class B shares automatically convert on a
tax-free basis to Class A shares, which has the net effect of lowering the
annual expenses from the seventh year on.
Class B shares have a CDSC. This charge declines over the years you own shares
and disappears completely after six years of ownership. But for any shares you
sell within those six years, you may be charged as follows:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
----------------------------- ------------------------------
First year 4.00%
------------------------------ -----
Second or third year 3.00
------------------------------ -----
Fourth or fifth year 2.00
------------------------------ -----
Sixth year 1.00
------------------------------ -----
Seventh year and later None (automatic conversion to
------------------------------
Class A)
------------------------------
This CDSC is waived under certain circumstances (see "Policies About
Transactions"). Your financial advisor or Shareholder Services can answer your
questions and help you determine if you're eligible.
While Class B shares don't have any front-end sales charge, their higher annual
expenses mean that over the years you could end up paying more than the
equivalent of the maximum allowable front-end sales charge.
Except as noted above, no new purchases of Class B shares are allowed, whether
by new investors or existing shareholders, including purchases under an
automatic investment plan.
The closing of the Class B shares does not affect: (a) the right of
shareholders of Class B shares to continue to sell (redeem) their shares as
provided in this prospectus, subject to any applicable CDSC; or (b) the
automatic conversion of Class B shares to Class A shares six years after
purchase. Class B shares currently held will continue as Class B shares with
all Class B attributes, including 12b-1 fees, until sold or until their
automatic conversion to Class A shares. On or about February 10, 2016, all
remaining Class B shares will automatically convert to Class A shares.
Purchases by shareholders under Class B shares automatic investment plans
("AIPs") established on or prior to December 1, 2009 are automatically
continuing with Class A shares. Such shareholders are permitted to purchase
Class A shares at net asset value, without a sales charge, whether as part of
their AIP or otherwise. The foregoing applies only to purchases under (i) AIPs
established directly with Deutsche Asset Management ("Deutsche fund AIPs") and,
(ii) provided they have been identified as an AIP by Deutsche Asset Management,
AIPs sponsored by others, such as government direct deposit, employer sponsored
payroll direct deposit and auto-debit programs established with the
shareholder's bank or credit union ("non-Deutsche fund AIP"). Shareholders with
a non-Deutsche fund AIP established prior to December 1, 2009 are responsible
for contacting Deutsche Asset Management (see phone number on the back cover)
to ensure that their account has been identified as an AIP in order to benefit
from this privilege and to avoid having their purchase orders rejected.
CLASS C SHARES
Class C shares may appeal to investors who aren't certain of their investment
time horizon.
With Class C shares, you pay no up-front sales charge to the fund. Class C
shares have a 12b-1 plan, under which a distribution fee of 0.75% and a
shareholder servicing fee of up to 0.25% are deducted from class assets each
year. Because of the distribution fee, the annual expenses for Class C shares
are similar to those of Class B shares, but higher than those for Class A
shares (and the performance of Class C shares is correspondingly lower than
that of Class A shares).
Unlike Class B shares, Class C shares do NOT automatically convert to Class A
shares after six years, so they continue to have higher annual expenses.
Class C shares have a CDSC, but only on shares you sell within one year of
buying them:
YEAR AFTER YOU BOUGHT SHARES CDSC ON SHARES YOU SELL
----------------------------- ------------------------
First year 1.00%
------------------------------ ----
Second year and later None
------------------------------ ----
This CDSC is waived under certain circumstances (see "Policies About
Transactions"). Your financial advisor or Shareholder Services can answer your
questions and help you determine if you're eligible.
While Class C shares do not have an up-front sales charge, their higher annual
expenses mean that, over the years, you could end up paying more than the
equivalent of the maximum allowable up-front sales charge.
Orders to purchase Class C shares in excess of $250,000 will be declined with
the exception of orders received from financial representatives acting for
clients whose shares are held in an omnibus account and certain employer-
sponsored employee benefit plans.
14
PROSPECTUS February 1, 2016 Investing in the Fund
INSTITUTIONAL CLASS SHARES
Institutional Class shares have no initial sales charge, deferred sales charge
or 12b-1 fees.
You may buy Institutional Class shares through your securities dealer or
through any financial institution that is authorized to act as a shareholder
servicing agent ("financial advisor"). Contact them for details on how to place
and pay for your order.
ELIGIBILITY REQUIREMENTS. You may buy Institutional Class shares if you are any
of the following (subject to the applicable investment minimum):
o An eligible institution (e.g., a financial institution, corporation, trust,
estate or educational, religious or charitable institution).
o An employee benefit plan.
o A plan administered as a college savings plan under Section 529 of the
Internal Revenue Code.
o A registered investment advisor or financial planner purchasing on behalf of
clients and charging an asset-based or hourly fee.
o A client of the private banking division of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche mutual funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
subadvisor to any fund in the Deutsche funds or a broker-dealer authorized
to sell shares in the funds.
INVESTMENT MINIMUM
The minimum initial investment is waived for:
o Investment advisory affiliates of Deutsche Bank Securities, Inc. or Deutsche
funds purchasing shares for the accounts of their investment advisory
clients.
o Employee benefit plans with assets of at least $50 million.
o Clients of the private banking division of Deutsche Bank AG.
o Institutional clients and qualified purchasers that are clients of a
division of Deutsche Bank AG.
o A current or former director or trustee of the Deutsche funds.
o An employee, the employee's spouse or life partner and children or
stepchildren age 21 or younger of Deutsche Bank or its affiliates or a
subadvisor to any fund in the Deutsche funds or a broker-dealer authorized
to sell shares of the funds.
o Registered investment advisors who trade through platforms approved by the
Advisor and whose client assets in the aggregate meet or, in the Advisor's
judgment, will meet within a reasonable period of time, the $1,000,000
minimum investment.
o Employee benefit plan platforms approved by the Advisor that invest in the
fund through an omnibus account that meets or, in the Advisor's judgment,
will meet within a reasonable period of time, the $1,000,000 minimum
investment.
o Shareholders with existing accounts prior to August 13, 2004 who met the
previous minimum investment eligibility requirement.
The fund reserves the right to modify the above eligibility requirements and
investment minimum requirements at any time. In addition, the fund, in its
discretion, may waive the minimum initial investment for specific employee
benefit plans (or family of plans) whose aggregate investment in Institutional
Class shares of the fund equals or exceeds the minimum initial investment
amount but where a particular plan or program may not on its own meet such
minimum amount.
CLASS S SHARES
Class S shares have no initial sales charge, deferred sales charge or 12b-1
fees.
Class S shares are principally available to new investors through fee-based
programs of investment dealers that have special agreements with the fund's
distributor, through certain group retirement plans and through certain
registered investment advisors. These dealers and advisors typically charge
ongoing fees for services they provide.
ELIGIBILITY REQUIREMENTS. Class S shares of a fund are offered at net asset
value without a sales charge to certain eligible investors as described below.
The following investors may purchase Class S shares of Deutsche funds either
(i) directly from DDI, the fund's principal underwriter; or (ii) through an
intermediary relationship with a financial services firm established with
respect to the Deutsche funds as of December 31, 2004:
o Existing shareholders of Class S shares of any Deutsche fund and household
members residing at the same address may purchase Class S shares of such
fund and may open new individual accounts for Class S shares of any
Deutsche fund. (This provision applies to persons who in the future become
Class S shareholders under one of the eligibility provisions in this
paragraph but is not applicable to investors or participants holding Class
S shares through the fee based, retirement or other programs or plans
referred to in the next paragraph unless otherwise provided below.)
15
PROSPECTUS February 1, 2016 Investing in the Fund
o A person who certifies that they are a participant in a "Deutsche AM
retirement plan" may purchase Class S shares apart from the participant's
plan. For this purpose, a Deutsche AM retirement plan is defined as (i) an
employer sponsored employee benefit plan made available through ADP, Inc.
and/or its affiliates under an alliance between ADP, Inc. and Deutsche
Asset Management or its affiliates; or (ii) a 403(b) plan for which
ExpertPlan, Inc., a subsidiary of Ascensus, Inc., provides recordkeeping
services and DeAWM Trust Company acts as the custodian.
o A person who certifies that they are a participant who owns Class S shares
of any Deutsche fund through a retirement, employee stock, bonus, pension
or profit sharing plan may purchase Class S shares apart from the
participant's plan.
o Any participant in any employer sponsored retirement, employee stock, bonus,
pension or profit sharing plan may purchase Class S shares in connection
with a rollover of a distribution from a plan to a Deutsche AM IRA made
through a rollover facilitator having a relationship with Deutsche Asset
Management.
o Any person that has an existing account with Deutsche Bank Wealth Management
("Deutsche Bank WM") but who no longer meets the eligibility requirements
to maintain an account with Deutsche Bank WM may open a new account in
Class S shares of any Deutsche fund.
o Class S shares are available to accounts managed by the Advisor, any
advisory products offered by the Advisor or DDI and to funds-of-funds
managed by the Advisor or its affiliates.
o A person who certifies that they are a former employee of the Advisor or one
of its affiliates may purchase Class S shares in connection with a rollover
of a distribution from a Deutsche Bank employee benefit plan to a Deutsche
AM IRA.
o Fund Board Members and their family members and full-time employees of
the Advisor and its affiliates and their family members may purchase Class
S shares.
The following additional investors may purchase Class S shares of Deutsche
funds in connection with certain programs or plans.
o Broker-dealers, banks and registered investment advisors ("RIAs") in
connection with a comprehensive or "wrap" fee program or other fee based
program.
o Any group retirement, employee stock, bonus, pension or profit-sharing
plans.
o Plans administered as college savings plans under Section 529 of the
Internal Revenue Code.
o Persons who purchase shares through a Health Savings Account or a Voluntary
Employees' Benefit Association ("VEBA") Trust.
DDI may, at its discretion, require appropriate documentation that shows an
investor is eligible to purchase Class S shares.
BUYING, EXCHANGING AND SELLING SHARES
The following information applies to Class A, Class B, Class C, Institutional
Class and Class S shares.
TO CONTACT DEUTSCHE ASSET MANAGEMENT
BY PHONE
(800) 728-3337
BY MAIL
TYPE ADDRESS
----------------- ---------------------------
EXPEDITED MAIL
All Requests Deutsche Asset Management
-----------------
210 West 10th Street
Kansas City, MO 64105-1614
---------------------------
REGULAR MAIL
New Accounts Deutsche Asset Management
P.O. Box 219356
Kansas City, MO 64121-9356
Additional Deutsche Asset Management
Investments P.O. Box 219154
Kansas City, MO 64121-9154
Exchanges and Deutsche Asset Management
Redemptions P.O. Box 219557
Kansas City, MO 64121-9557
HOW TO BUY SHARES
Please note that your account cannot be opened until we receive a completed
account application.
MINIMUM INITIAL INVESTMENT ($)
AUTOMATIC
UGMAS/ INVESTMENT
NON-IRA IRAS UTMAS PLANS
------------ -------------- -------- ------------------
A B C 1,000 500 1,000 500
------- ----- --- ----- ---
INST 1,000,000 N/A N/A N/A
------- --------- ---- ----- ----
S 2,500 1,000 1,000 1,000
------- --------- ----- ----- -----
For participants in all group retirement plans, and in certain fee-based and
wrap programs approved by the Advisor, there is no minimum initial investment
and no minimum additional investment for Class A, C and S shares. For Section
529 college savings plans, there is no minimum initial investment and no
minimum additional investment for Class S shares. In certain instances, the
minimum initial investment may be waived for Institutional Class shares. There
is no minimum additional investment for Institutional Class shares. Because
Class B shares are closed to new investment, existing Class B shareholders may
purchase Class A and C shares with a minimum initial investment of $50. The
minimum additional investment in all other instances is $50.
THROUGH A FINANCIAL ADVISOR
Contact your financial advisor to obtain a new account application or for
instructions about how to set up a new account. Your financial advisor can also
assist with making additional investments into an existing account.
16
PROSPECTUS February 1, 2016 Investing in the Fund
BY MAIL OR EXPEDITED MAIL
To establish an account, simply complete the appropriate application and mail
it to the address provided on the form. With your application, include your
check made payable to "Deutsche Asset Management" for the required initial
minimum investment for the share class you have selected.
Once your account is established, to make additional investments, send a check
made payable to "Deutsche Asset Management" and an investment slip to the
appropriate address. If you do not have an investment slip, include a letter
with your name, account number, the full fund name and share class, and your
investment instructions. If your check fails to clear, the fund has the right
to cancel your order, hold you liable or charge you or your account for any
losses or fees the fund or its agents have incurred.
BY AUTOMATIC INVESTMENT PLAN (NOT AVAILABLE FOR INSTITUTIONAL CLASS)
If you wish to take advantage of the lower initial investment minimums by
establishing an Automatic Investment Plan, make sure to complete that section
on the new account application and attach a voided check for the bank account
from which the funds will be drawn. Subsequent investments are made
automatically from the shareholder's account at a bank, savings and loan or
credit union into the shareholder's fund account. The maximum Automatic
Investment Plan investment is $250,000. Termination by a shareholder will
become effective within thirty days after Deutsche Asset Management has
received the request. The fund may immediately terminate a shareholder's
Automatic Investment Plan in the event that any item is unpaid by the
shareholder's financial institution.
OTHER WAYS TO BUY SHARES
The following privileges must be established on your account before an
investment request is made. This can either be done by completing the
applicable section(s) on the new account application or by contacting a
customer service representative for instructions and any required paperwork.
BY PHONE USING QUICKBUY (FOR ADDITIONAL INVESTMENTS ONLY). Call Deutsche Asset
Management and use our automated system to place your QuickBuy purchase using
the Automated Clearing House system (ACH) or choose to be transferred to a
customer service representative to complete your request. Transactions take two
to three days to be completed and there is a $50 minimum and a $250,000
maximum.
ON THE INTERNET (FOR ADDITIONAL INVESTMENTS ONLY). Register at
deutschefunds.com to set up on-line access to your account(s), or log in to the
Web site if you have previously registered. Follow the instructions on the Web
site to request a purchase with money from the bank account you have
established on your Deutsche fund account(s).
BY WIRE (FOR ADDITIONAL INSTITUTIONAL CLASS INVESTMENTS ONLY). You may buy
shares by wire only if your account is authorized to do so. Please note that
you or your financial advisor must call us in advance of a wire transfer
purchase. After you inform us of the amount of your purchase, you will receive
a trade confirmation number. Instruct your bank to send payment by wire using
the wire instructions noted below. All wires must be received by 4:00 p.m.
Eastern time the next business day following your purchase. If your wire is not
received by 4:00 p.m. Eastern time on the next business day after the fund
receives your request to purchase shares, your transaction will be canceled at
your expense and risk.
WIRE DETAILS
Bank name State Street Bank Boston
--------------- --------------------------------
Routing Number 011000028
---------------- ---------
Attention Deutsche Asset Management
---------------- --------------------------------
DDA Number 9903-5552
---------------- ---------
FBO (Account name) (Account number)
---------------- -------------------------------
Credit (Fund name, Fund number and, if
----------------
applicable, class name)
--------------------------------
Refer to your account statement for the account name and number. Wire transfers
normally take two or more hours to complete. Wire transfers may be restricted
on holidays and at certain other times.
HOW TO EXCHANGE SHARES
REQUIREMENTS AND LIMITS
CLASS EXCHANGING INTO ANOTHER FUND ($)
------- -----------------------------------------------
A B C 1,000 minimum into new non-IRA accounts per
-------
fund
500 minimum into new IRA accounts per fund
50 minimum into all existing accounts per fund
-----------------------------------------------
INST 1,000,000 minimum into new accounts per fund
------- -----------------------------------------------
S 2,500 minimum into new non-IRA accounts per
-------
fund
1,000 minimum into new IRA and UTMA/UGMA
accounts per fund
50 minimum into all existing accounts per fund
-----------------------------------------------
Exchanges between funds are allowed between like share classes only.
In addition to what is detailed below, your financial advisor can assist you
with exchanging shares. Please contact your financial advisor using the method
that is most convenient for you.
BY PHONE
Call Deutsche Asset Management and use our automated system to place your
exchange or choose to be transferred to a customer service representative to
complete your request. For accounts with $5,000 or more, you may also establish
a Systematic Exchange Plan of a minimum of $50 to another Deutsche fund on a
regular basis. A representative can assist you with establishing this
privilege.
17
PROSPECTUS February 1, 2016 Investing in the Fund
ON THE INTERNET
Register at deutschefunds.com to set up on-line access to your account(s), or
log in to the Web site if you have previously registered. Follow the
instructions on the Web site to request an exchange to another Deutsche fund.
BY MAIL OR EXPEDITED MAIL
Write a letter that includes the following information: the name(s) of all
owners and address as they appear on your account, the fund name, share class,
and account number from which you want to exchange, the dollar amount or number
of shares you wish to exchange, and the name of the fund into which you want to
exchange. Also include a daytime telephone number if we have any questions. All
owners should sign the letter and it should be mailed to the appropriate
address for exchanges and redemptions.
HOW TO SELL SHARES
REQUIREMENTS AND LIMITS
CLASS SELLING SHARES ($)
------- --------------------------------------------
A B C Check redemption:
-------
Up to 100,000. More than 100,000 see
"Signature Guarantee"
QuickSell to your bank: Minimum 50, maximum
250,000
Wire redemption to your bank: Minimum 1,000
--------------------------------------------
INST Same as Classes A, B and C
------- --------------------------------------------
S Same as Classes A, B and C
------- --------------------------------------------
In addition to what is detailed below, your financial advisor can assist you
with selling shares. Please contact your financial advisor using the method
that is most convenient for you.
BY PHONE
Call Deutsche Asset Management and use our automated system or choose to be
transferred to a customer service representative to complete your request. You
may request a check for the redemption amount sent to the address on the
account. You may elect overnight delivery of your check for a $20 fee ($25 for
Saturday delivery), which will be paid by redeeming a portion of your shares
equal to the amount of the fee. Overnight delivery is not available to a P.O.
Box.
OTHER WAYS TO SELL SHARES
The following privileges must be established on your account before a
redemption request is made. This can either be done by completing the
applicable section(s) on the new account application when you establish your
account or by contacting a customer service representative for instructions and
any required paperwork to add them to an existing account. Depending on the
method you choose to request these redemptions, different transaction maximums
may apply.
BY PHONE USING QUICKSELL. Call Deutsche Asset Management and use our automated
system to request a QuickSell redemption or choose to be transferred to a
customer service representative (see table for applicable minimum and maximum
amounts). The proceeds are sent via the Automated Clearing House system (ACH)
to your bank. Transactions generally take two to three days to be completed.
For accounts with $5,000 or more, you may also establish a Systematic
Withdrawal Plan of a minimum of $50 to be sent on a regular basis as you
direct. The $5,000 value does not apply to IRA accounts.
ON THE INTERNET. Register at deutschefunds.com to set up on-line access to your
account(s), or log in to the Web site if you have previously registered. Follow
the instructions on the Web site to request a redemption from your account
using the desired method from your available options.
BY MAIL OR EXPEDITED MAIL. Write a letter that includes the following
information: the name(s) of all owners and address as they appear on your
account, the fund name, share class, and account number from which you want to
sell shares, the dollar amount or number of shares you wish to sell, and a
daytime telephone number if we have questions. All owners should sign the
letter and it should be mailed to the appropriate address. You may elect
overnight delivery of your check for a $20 fee ($25 for Saturday delivery),
which will be paid by redeeming a portion of your shares equal to the amount of
the fee. Overnight delivery is not available to a P.O. Box.
Some redemptions can only be ordered in writing with a Medallion Signature
Guarantee. For more information, please contact Deutsche Asset Management (see
phone number on the back cover).
BY WIRE. You may sell shares by wire only if your account is authorized to do
so. You will be paid for redeemed shares by wire transfer of funds to your
financial advisor or bank upon receipt of a duly authorized redemption request.
For your protection, you may not change the destination bank account over the
phone. To sell by wire, call Deutsche Asset Management and either use the
automated system or speak with a customer service representative to request
your redemption. After you inform us of the amount of your redemption, you will
receive a trade confirmation number. We must receive your order by 4:00 p.m.
Eastern time to wire to your account the next business day.
FINANCIAL INTERMEDIARY SUPPORT PAYMENTS
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to the
fund, to selected affiliated and unaffiliated brokers, dealers, participating
insurance companies or other financial intermediaries ("financial advisors") in
connection with the sale and/or distribution of fund shares or the retention
and/or servicing of fund
18
PROSPECTUS February 1, 2016 Investing in the Fund
investors and fund shares ("revenue sharing"). Such revenue sharing payments
are in addition to any distribution or service fees payable under any Rule
12b-1 or service plan of the fund, any recordkeeping/sub-transfer
agency/networking fees payable by the fund (generally through the Distributor
or an affiliate) and/or the Distributor or Advisor to certain financial
advisors for performing such services and any sales charge, commissions,
non-cash compensation arrangements expressly permitted under applicable rules
of the Financial Industry Regulatory Authority or other concessions described
in the fee table or elsewhere in this prospectus or the Statement of Additional
Information as payable to all financial advisors. For example, the Advisor, the
Distributor and/or their affiliates may compensate financial advisors for
providing the fund with "shelf space" or access to a third party platform or
fund offering list or other marketing programs, including, without limitation,
inclusion of the fund on preferred or recommended sales lists, mutual fund
"supermarket" platforms and other formal sales programs; granting the
Distributor access to the financial advisor's sales force; granting the
Distributor access to the financial advisor's conferences and meetings;
assistance in training and educating the financial advisor's personnel; and
obtaining other forms of marketing support.
The level of revenue sharing payments made to financial advisors may be a fixed
fee or based upon one or more of the following factors: gross sales, current
assets and/or number of accounts of the fund attributable to the financial
advisor, the particular fund or fund type or other measures as agreed to by the
Advisor, the Distributor and/or their affiliates and the financial advisors or
any combination thereof. The amount of these revenue sharing payments is
determined at the discretion of the Advisor, the Distributor and/or their
affiliates from time to time, may be substantial, and may be different for
different financial advisors based on, for example, the nature of the services
provided by the financial advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of Deutsche fund shares or the retention and/or servicing of
investors and Deutsche fund shares to financial advisors in amounts that
generally range from 0.01% up to 0.52% of assets of the fund serviced and
maintained by the financial advisor, 0.05% to 0.25% of sales of the fund
attributable to the financial advisor, a flat fee of up to $120,000, or any
combination thereof. These amounts are subject to change at the discretion of
the Advisor, the Distributor and/or their affiliates. Receipt of, or the
prospect of receiving, this additional compensation may influence your
financial advisor's recommendation of the fund or of any particular share class
of the fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of the
fund. Additional information regarding these revenue sharing payments is
included in the fund's Statement of Additional Information, which is available
to you on request at no charge (see the back cover of this prospectus for more
information on how to request a copy of the Statement of Additional
Information).
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both Deutsche funds and non-Deutsche funds
by financial advisors to retirement plans that obtain record keeping services
from ADP, Inc. or to 403(b) plans that obtain record keeping services from
ExpertPlan Inc., a subsidiary of Ascensus, Inc., on the Deutsche AM-branded
retirement plan platform (the "Platform"). The level of revenue sharing
payments is based upon sales of both the Deutsche funds and the non-Deutsche
funds by the financial advisor on the Platform or current assets of both the
Deutsche funds and the non-Deutsche funds serviced and maintained by the
financial advisor on the Platform.
It is likely that broker-dealers that execute portfolio transactions for the
fund will include firms that also sell shares of the Deutsche funds to their
customers. However, the Advisor will not consider sales of Deutsche fund shares
as a factor in the selection of broker-dealers to execute portfolio
transactions for the Deutsche funds. Accordingly, the Advisor has implemented
policies and procedures reasonably designed to prevent its traders from
considering sales of Deutsche fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the fund. In addition, the
Advisor, the Distributor and/or their affiliates will not use fund brokerage to
pay for their obligation to provide additional compensation to financial
advisors as described above.
POLICIES YOU SHOULD KNOW ABOUT
Along with the information on the previous pages, the policies below may affect
you as a shareholder. Some of this information, such as the section on
distributions and taxes, applies to all investors, including those investing
through a financial advisor.
If you are investing through a financial advisor or through a retirement plan,
check the materials you received from them about how to buy and sell shares
because particular financial advisors or other intermediaries may adopt
policies, procedures or limitations that are separate from those described in
this prospectus. Please note that a financial advisor or other intermediary may
charge fees separate from those charged by the fund and may be compensated by
the fund.
POLICIES ABOUT TRANSACTIONS
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange is open. The
fund calculates its share price for each class every business day, as of the
close of regular trading on the New York Stock Exchange (typically 4:00 p.m.
Eastern time, but sometimes earlier, as in the
19
PROSPECTUS February 1, 2016 Investing in the Fund
case of scheduled half-day trading or unscheduled suspensions of trading). You
can place an order to buy or sell shares at any time.
To help the government fight the funding of terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. When
you open an account, we will ask for your name, address, date of birth and
other information that will allow us to identify you. Some or all of this
information will be used to verify the identity of all persons opening an
account.
We might request additional information about you (which may include certain
documents, such as articles of incorporation for companies) to help us verify
your identity and, in some cases, more information and/or documents may be
required to conduct the verification. The information and documents will be
used solely to verify your identity.
We will attempt to collect any missing required and requested information by
contacting you or your financial advisor. If we are unable to obtain this
information within the time frames established by the fund, then we may reject
your application and order.
The fund will not invest your purchase until all required and requested
identification information has been provided and your application has been
submitted in "good order." The specific requirements for good order depend on
the type of account and transaction and the method of purchase. Contact
Deutsche Asset Management if you have any questions about your particular
circumstances. After we receive all the information, your application is deemed
to be in good order and we accept your purchase, you will receive the share
price next calculated.
If we are unable to verify your identity within time frames established by the
fund, after a reasonable effort to do so, you will receive written
notification.
With certain limited exceptions, only US residents may invest in the fund.
Because orders placed through a financial advisor must be forwarded to the
transfer agent before they can be processed, you'll need to allow extra time.
Your financial advisor should be able to tell you approximately when your order
will be processed. It is the responsibility of your financial advisor to
forward your order to the transfer agent in a timely manner.
SUB-MINIMUM BALANCES FOR CLASS A, B AND C. The fund may close your account and
send you the proceeds if your balance falls below $1,000 ($500 for accounts
with an Automatic Investment Plan funded with $50 or more per month in
subsequent investments), or below $250 for retirement accounts. We will give
you 60 days' notice (90 days for retirement accounts) so you can either
increase your balance or close your account (these policies don't apply to
investors with $100,000 or more in Deutsche fund shares, investors in certain
fee-based and wrap programs offered through certain financial intermediaries
approved by the Advisor, or group retirement plans and certain other accounts
having lower minimum share balance requirements).
SUB-MINIMUM BALANCES FOR INSTITUTIONAL CLASS. The fund may redeem your shares
and close your account on 60 days' notice if it fails to meet the minimum
account balance requirement of $1,000,000 for any reason.
SUB-MINIMUM BALANCES FOR CLASS S. The fund may close your account and send you
the proceeds if your balance falls below $2,500 ($1,000 with an Automatic
Investment Plan funded with $50 or more per month in subsequent investments);
or below $250 for retirement accounts. We will give you 60 days' notice (90
days for retirement accounts) so you can either increase your balance or close
your account (these policies don't apply to investors with $100,000 or more in
Deutsche fund shares, investors in certain fee-based and wrap programs offered
through certain financial intermediaries approved by the Advisor, or group
retirement plans and certain other accounts having lower minimum share balance
requirements).
ACCOUNT MAINTENANCE FEE FOR CLASSES A, B, C AND S. The fund charges a $20
account maintenance fee for each fund account that has a balance below $10,000.
Except as otherwise noted below, fund accounts are not aggregated by share
class or fund. The assessment will occur once per calendar year and may be
assessed through the automatic redemption of fund shares in your account. The
fee will be assessed on each fund account that falls below the minimum for any
reason, including market value fluctuations, redemptions or exchanges.
The account maintenance fee will not apply to: (i) accounts with an automatic
investment plan; (ii) accounts held in an omnibus account through a financial
services firm; (iii) accounts maintained on behalf of participants in certain
fee based and wrap programs offered through certain financial intermediaries
approved by the Advisor; (iv) participant level accounts in group retirement
plans held on the records of a retirement plan record keeper; (v) accounts held
by shareholders who maintain $50,000 or more in aggregate assets in Deutsche
fund shares; (vi) shareholders who consent to electronic delivery for all
documents (which include statements, prospectuses, annual and semi-annual
reports, and other materials), except for tax forms; (vii) Uniform Gift to
Minors (UGMA) and Uniform Transfer to Minors (UTMA) accounts; (viii) Coverdell
Education Savings Account (ESA) accounts; and (ix) IRA accounts for
shareholders beginning in the year in which they turn age 70 1/2. You may elect
to receive electronic delivery of Deutsche fund materials by registering on
deutschefunds.com or by calling the telephone number on the back cover.
OVERNIGHT DELIVERY OF DEUTSCHE FUND MATERIALS. You may request to receive a
paper copy of any Deutsche fund materials via overnight delivery by calling the
telephone number on the back cover. If you request an overnight delivery you
will be charged a $20 fee ($25 for Saturday delivery)
20
PROSPECTUS February 1, 2016 Investing in the Fund
for each request, which will be paid by redeeming a portion of your shares
equal to the amount of the fee. Overnight delivery is not available to a P.O.
Box.
MARKET TIMING POLICIES AND PROCEDURES. Short-term and excessive trading of fund
shares may present risks to long-term shareholders, including potential
dilution in the value of fund shares, interference with the efficient
management of the fund's portfolio (including losses on the sale of
investments), taxable gains to remaining shareholders and increased brokerage
and administrative costs. These risks may be more pronounced if the fund
invests in certain securities, such as those that trade in foreign markets, are
illiquid or do not otherwise have "readily available market quotations."
Certain investors may seek to employ short-term trading strategies aimed at
exploiting variations in portfolio valuation that arise from the nature of the
securities held by the fund (e.g., "time zone arbitrage"). The fund discourages
short-term and excessive trading and has adopted policies and procedures that
are intended to detect and deter short-term and excessive trading.
The fund also reserves the right to reject or cancel a purchase or exchange
order for any reason without prior notice. For example, the fund may in its
discretion reject or cancel a purchase or an exchange order even if the
transaction is not subject to the specific roundtrip transaction limitation
described below if the Advisor believes that there appears to be a pattern of
short-term or excessive trading activity by a shareholder or deems any other
trading activity harmful or disruptive to the fund. The fund, through its
Advisor and transfer agent, will measure short-term and excessive trading by
the number of roundtrip transactions within a shareholder's account during a
rolling 12-month period. A "roundtrip" transaction is defined as any
combination of purchase and redemption activity (including exchanges) of the
same fund's shares. The fund may take other trading activity into account if
the fund believes such activity is of an amount or frequency that may be
harmful to long-term shareholders or disruptive to portfolio management.
Shareholders are limited to four roundtrip transactions in the same Deutsche
fund (excluding money market funds) over a rolling 12-month period.
Shareholders with four or more roundtrip transactions in the same Deutsche fund
within a rolling 12-month period generally will be blocked from making
additional purchases of, or exchanges into, that Deutsche fund for 12 months.
The fund reserves the right to extend or maintain a block beyond 12 months if
it deems that the shareholder's activity was harmful to the fund, or that the
pattern of activity suggests a pattern of abuse. The rights of a shareholder to
redeem shares of a Deutsche fund are not affected by the four roundtrip
transaction limitation.
The fund may make exceptions to the roundtrip transaction policy for certain
types of transactions if, in the opinion of the Advisor, the transactions do
not represent short-term or excessive trading or are not abusive or harmful to
the fund, such as, but not limited to, systematic transactions, required
minimum retirement distributions, transactions initiated by the fund or
administrator and transactions by certain qualified funds-of-funds.
In certain circumstances where shareholders hold shares of the fund through a
financial intermediary, the fund may rely upon the financial intermediary's
policy to deter short-term or excessive trading if the Advisor believes that
the financial intermediary's policy is reasonably designed to detect and deter
transactions that are not in the best interests of the fund. A financial
intermediary's policy relating to short-term or excessive trading may be more
or less restrictive than the Deutsche funds' policy, may permit certain
transactions not permitted by the Deutsche funds' policies, or prohibit
transactions not subject to the Deutsche funds' policies.
The Advisor may also accept undertakings from a financial intermediary to
enforce short-term or excessive trading policies on behalf of the fund that
provide a substantially similar level of protection for the fund against such
transactions. For example, certain financial intermediaries may have
contractual, legal or operational restrictions that prevent them from blocking
an account. In such instances, the financial intermediary may use alternate
techniques that the Advisor considers to be a reasonable substitute for such a
block.
In addition, if the fund invests some portion of its assets in foreign
securities, it has adopted certain fair valuation practices intended to protect
the fund from "time zone arbitrage" with respect to its foreign securities
holdings and other trading practices that seek to exploit variations in
portfolio valuation that arise from the nature of the securities held by the
fund. (See "How the fund calculates share price.")
There is no assurance that these policies and procedures will be effective in
limiting short-term and excessive trading in all cases. For example, the
Advisor may not be able to effectively monitor, detect or limit short-term or
excessive trading by underlying shareholders that occurs through omnibus
accounts maintained by broker-dealers or other financial intermediaries. The
Advisor reviews trading activity at the omnibus level to detect short-term or
excessive trading. If the Advisor has reason to suspect that short-term or
excessive trading is occurring at the omnibus level, the Advisor will contact
the financial intermediary to request underlying shareholder level activity.
Depending on the amount of fund shares held in such omnibus accounts (which may
represent most of the fund's shares) short-term and/or excessive trading of
fund shares could adversely affect long-term shareholders in the fund. If
short-term or excessive trading is identified, the Advisor will take
appropriate action.
The fund's market timing policies and procedures may be modified or terminated
at any time.
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PROSPECTUS February 1, 2016 Investing in the Fund
THE AUTOMATED INFORMATION LINE is available 24 hours a day by calling Deutsche
Asset Management at the phone number on the back cover. You can use our
automated phone service to get information on Deutsche funds generally and on
accounts held directly at Deutsche Asset Management. You can also use this
service to request share transactions.
TELEPHONE AND ELECTRONIC TRANSACTIONS. Generally, you are automatically
entitled to telephone redemption and exchange privileges, but you may elect not
to have them when you open your account or by calling the appropriate phone
number on the back cover.
Since many transactions may be initiated by telephone or electronically, it's
important to understand that as long as we take reasonable steps to ensure that
an order to purchase or redeem shares is genuine, such as recording calls or
requesting personal security information, we are not responsible for any losses
that may occur as a result. For transactions conducted over the Internet, we
recommend the use of a secure Internet browser. In addition, you should verify
the accuracy of your confirmation statements immediately after you receive
them.
THE FUND DOES NOT ISSUE SHARE CERTIFICATES. However, if you currently have
shares in certificated form, you must include the share certificates properly
endorsed or accompanied by a duly executed stock power when exchanging or
redeeming shares. You may not exchange or redeem shares in certificate form by
telephone or via the Internet.
WHEN YOU ASK US TO SEND OR RECEIVE A WIRE, please note that while we don't
charge a fee to send or receive wires, it's possible that your bank may do so.
Wire transactions are generally completed within 24 hours. The fund can only
send wires of $1,000 or more and accept wires of $50 or more.
THE FUND ACCEPTS PAYMENT FOR SHARES ONLY IN US DOLLARS by a check drawn on a US
bank, a bank or Federal Funds wire transfer or an electronic bank transfer. The
fund does not accept third party checks. A third party check is a check made
payable to one or more parties and offered as payment to one or more other
parties (e.g., a check made payable to you that you offer as payment to someone
else). Checks should be payable to Deutsche Asset Management and drawn by you
or a financial institution on your behalf with your name or account number
included with the check. If you pay for shares by check and the check fails to
clear, we have the right to cancel your order, hold you liable or charge you or
your account for any losses or fees the fund or its agents have incurred.
SIGNATURE GUARANTEE. When you want to sell more than $100,000 worth of shares
or send proceeds to a third party or to a new address, you'll usually need to
place your order in writing and have your signature guaranteed. However, if you
want money transferred electronically to a bank account that is already on file
with us, you don't need a signature guarantee. Also, generally you don't need a
signature guarantee for an exchange, although we may require one in certain
other circumstances.
A signature guarantee is simply a certification of your signature - a valuable
safeguard against fraud. Deutsche Asset Management accepts Medallion Signature
Guarantees, which can be obtained from an eligible guarantor. Eligible
guarantor institutions include commercial banks, savings and loans, trust
companies, credit unions, member firms of a national stock exchange or any
member or participant of an approved signature guarantor program. A notarized
document cannot be accepted in lieu of a signature guarantee.
SELLING SHARES OF TRUST ACCOUNTS AND BUSINESS OR ORGANIZATION ACCOUNTS may
require additional documentation. Please call Deutsche Asset Management (see
phone number on the back cover) or contact your financial advisor for more
information.
WHEN YOU SELL SHARES THAT HAVE A CDSC, the CDSC is based on the original
purchase cost or current market value of the shares sold, whichever is less. In
processing orders to sell shares, the shares with the lowest CDSC are sold
first. For each investment you make, we use the first day of the month in which
you bought shares to calculate a CDSC on that particular investment. A CDSC is
not imposed when you exchange from one fund into another. When you sell shares
of the fund that you exchanged into, however, a CDSC may be imposed which may
differ from the schedule for the fund you exchanged out of. Your shares will
retain their original cost and purchase date.
There are certain cases in which you may be exempt from a CDSC. These include:
o the death or disability of an account owner (including a joint owner); this
waiver applies only under certain conditions (please contact your financial
advisor or Shareholder Services to determine if the conditions exist)
o withdrawals made through a systematic withdrawal plan up to a maximum of 12%
per year of the net asset value of the account
o withdrawals related to certain retirement or benefit plans
o redemptions for certain loan advances, hardship provisions or returns of
excess contributions from retirement plans
o for Class C shares, redemption of shares purchased through a
dealer-sponsored asset allocation program maintained on an omnibus
recordkeeping system, provided the dealer of record has waived the advance
of the first year distribution and service fees applicable to such shares
and has agreed to receive such fees quarterly.
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PROSPECTUS February 1, 2016 Investing in the Fund
In each of these cases, there are a number of additional provisions that apply
in order to be eligible for a CDSC waiver. Your financial advisor or
Shareholder Services can answer your questions and help you determine if you
are eligible.
IF YOU SELL SHARES IN A DEUTSCHE FUND FOR WHICH YOU PAID A SALES CHARGE AND
THEN DECIDE TO INVEST WITH DEUTSCHE ASSET MANAGEMENT AGAIN WITHIN SIX MONTHS,
you may be able to take advantage of the "reinstatement feature." With this
feature, except for Class B shares, you can put your money back into the same
class of a Deutsche fund at its current net asset value and, for purposes of a
sales charge, it will be treated as if it had never left Deutsche Asset
Management (this may result in a tax liability for federal income tax
purposes). You'll be reimbursed (in the form of fund shares by the Distributor)
for any CDSC you paid when you sold shares in a Deutsche fund. Future CDSC
calculations will be based on your original investment date, rather than your
reinstatement date.
Investors who sold Class B shares may buy Class A shares (if available) with no
sales charge, although they won't be reimbursed for any CDSC they paid. You can
only use the reinstatement feature once for any given group of shares. To take
advantage of this feature, contact Shareholder Services or your financial
advisor.
CLASS A TO INSTITUTIONAL CLASS IN THE SAME FUND EXCHANGE PRIVILEGE. Investors
who have invested in Class A shares through a comprehensive or "wrap" fee
program or other fee-based program sponsored by a broker-dealer, bank or
registered investment adviser, or who are transferring to such a program may
potentially become eligible to invest in Institutional Class shares by reason
of their participation in such a program. In such event, subject to the
discretion of the Distributor and the limitations noted below, such
shareholders may exchange their Class A shares for Institutional Class shares
of equal aggregate value of the same fund. No sales charges or other charges
will apply to any such exchange. Exchanges under this privilege will be
processed only as part of a pre-arranged, multiple-client transaction through
the particular financial services firm offering the comprehensive or wrap
program or other fee-based program where the Institutional Class shares are
available. Investors should contact their selling and/or servicing agents to
learn more about the details of this exchange feature. Shareholders generally
will not recognize a gain or loss for federal income tax purposes upon the
exchange of Class A shares of a fund for Institutional Class shares of the same
fund.
CLASS A TO CLASS S IN THE SAME FUND EXCHANGE PRIVILEGE. Investors who have
invested in Class A shares through a comprehensive or "wrap" fee program, or
other fee-based program sponsored by a broker-dealer, bank or registered
investment adviser, may become eligible to invest in Class S shares. Subject to
the discretion of the Distributor, such shareholders may exchange their Class A
shares for Class S shares of equal aggregate value of the same fund. No sales
charges or other charges will apply to any such exchanges. Investors should
contact their selling and/or servicing agents to learn more about the details
of this exchange feature. Shareholders generally will not recognize a gain or
loss for federal income tax purposes upon the exchange of Class A shares of a
fund for Class S shares of the same fund.
CLASS C TO CLASS A, CLASS S OR INSTITUTIONAL CLASS IN THE SAME FUND EXCHANGE
PRIVILEGE. Investors who either (i) have invested in Class C shares through a
comprehensive or "wrap" fee program or other fee-based program sponsored by a
broker-dealer, bank or registered investment adviser or (ii) have invested in
Class C shares and are in the process of transferring their shares to such a
program may potentially become eligible to invest in either Class A shares,
Class S shares or Institutional Class shares by reason of their participation
in such a program. In such event, subject to the discretion of the Distributor
and the limitations noted below, such shareholders may exchange their Class C
shares for Class A shares, Class S shares or Institutional Class shares (as
applicable) of equal aggregate value of the same fund. No sales charges or
other charges will apply to any such exchange. Exchanges under this privilege
will be processed only in instances where the accounts are not currently
subject to a CDSC and only as part of a pre-arranged, multiple-client
transaction through the particular financial services firm offering the
comprehensive or wrap program or other fee-based program where the Class A
shares, Class S shares or Institutional Class shares are available. Investors
should contact their selling and/or servicing agents to learn more about the
details of this exchange feature. Shareholders generally will not recognize a
gain or loss for federal income tax purposes upon the exchange of Class C
shares of a fund for Class A shares, Class S shares or Institutional Class
shares of the same fund.
CLASS S TO INSTITUTIONAL CLASS IN THE SAME FUND EXCHANGE PRIVILEGE. Investors
who have invested in Class S shares through a comprehensive or "wrap" fee
program or other fee-based program sponsored by a broker-dealer, bank or
registered investment adviser may potentially become eligible to invest in
Institutional Class shares by reason of their participation in such a program.
In such event, subject to the discretion of the Distributor and the limitations
noted below, such shareholders may exchange their Class S shares for
Institutional Class shares of equal aggregate value of the same fund. No sales
charges or other charges will apply to any such exchange. Exchanges under this
privilege will be processed only as part of a pre-arranged, multiple-client
transaction through the particular financial services firm offering the
comprehensive or wrap program or other fee-based program where the
Institutional Class shares are available. Investors should contact their
selling and/or servicing agents to learn
23
PROSPECTUS February 1, 2016 Investing in the Fund
more about the details of this exchange feature. Shareholders generally will
not recognize a gain or loss for federal income tax purposes upon the exchange
of Class S shares of a fund for Institutional Class shares of the same fund.
MONEY FROM SHARES YOU SELL is normally sent out within one business day of when
your order is processed (not when it is received), although it could be delayed
for up to seven days. There are circumstances when it could be longer,
including, but not limited to, when you are selling shares you bought recently
by check or ACH (the funds will be placed under a 10 calendar day hold to
ensure good funds) or when unusual circumstances prompt the SEC to allow
further delays. Certain expedited redemption processes (e.g., redemption
proceeds by wire) may also be delayed or unavailable when you are selling
shares recently purchased or in the event of the closing of the Federal Reserve
wire payment system. The fund reserves the right to suspend or postpone
redemptions as permitted pursuant to Section 22(e) of the 1940 Act. Generally,
those circumstances are when 1) the New York Stock Exchange is closed other
than customary weekend or holiday closings; 2) the SEC determines that trading
on the New York Stock Exchange is restricted; 3) the SEC determines that an
emergency exists which makes the disposal of securities owned by the fund or
the fair determination of the value of the fund's net assets not reasonably
practicable; or 4) the SEC, by order, permits the suspension of the right of
redemption. Redemption payments by wire may also be delayed in the event of a
non-routine closure of the Federal Reserve wire payment system. For additional
rights reserved by the fund, please see "Other Rights We Reserve."
HOW THE FUND CALCULATES SHARE PRICE
To calculate net asset value, or NAV, each share class uses the following
equation:
TOTAL TOTAL TOTAL NUMBER OF
- = NAV
/
( )
ASSETS LIABILITIES SHARES OUTSTANDING
The price at which you buy shares is based on the NAV per share calculated
after the order is received and accepted by the transfer agent, although for
Class A shares it will be adjusted to allow for any applicable sales charge
(see "Choosing a Share Class"). The price at which you sell shares is also
based on the NAV per share calculated after the order is received and accepted
by the transfer agent, although a CDSC may be taken out of the proceeds (see
"Choosing a Share Class"). To obtain the fund's most recent share price, go to
deutschefunds.com (the Web site does not form a part of this prospectus) or
call the phone number included in this prospectus.
WE TYPICALLY VALUE SECURITIES USING INFORMATION FURNISHED BY AN INDEPENDENT
PRICING SERVICE OR MARKET QUOTATIONS, WHERE APPROPRIATE. However, we may use
methods approved by the Board, such as a fair valuation model, which are
intended to reflect fair value when pricing service information or market
quotations are not readily available or when a security's value or a meaningful
portion of the value of the fund's portfolio is believed to have been
materially affected by a significant event, such as a natural disaster, an
economic event like a bankruptcy filing, or a substantial fluctuation in
domestic or foreign markets that has occurred between the close of the exchange
or market on which the security is principally traded (for example, a foreign
exchange or market) and the close of the New York Stock Exchange. In such a
case, the fund's value for a security is likely to be different from the last
quoted market price or pricing service information. In addition, due to the
subjective and variable nature of fair value pricing, it is possible that the
value determined for a particular asset may be materially different from the
value realized upon such asset's sale.
OTHER RIGHTS WE RESERVE
You should be aware that we may do any of the following:
o withdraw or suspend the offering of shares at any time
o withhold a portion of your distributions and redemption proceeds if we have
been notified by the Internal Revenue Service that you are subject to
backup withholding, if you fail to provide us with the correct taxpayer ID
number and certain certifications, including certification that you are not
subject to backup withholding, or if you are otherwise subject to
withholding
o reject a new account application if you don't provide any required or
requested identifying information, or for any other reason
o refuse, cancel, limit or rescind any purchase or exchange order, without
prior notice; freeze any account (meaning you will not be able to purchase
fund shares in your account); suspend account services; and/or
involuntarily redeem your account if we think that the account is being
used for fraudulent or illegal purposes; one or more of these actions will
be taken when, at our sole discretion, they are deemed to be in the fund's
best interests or when the fund is requested or compelled to do so by
governmental authority or by applicable law
o close and liquidate your account if we are unable to verify your identity,
or for other reasons; if we decide to close your account, your fund shares
will be redeemed at the net asset value per share next calculated after we
determine to close your account (less any applicable sales charge or CDSC);
you may recognize a gain or loss on the redemption of your fund shares and
you may incur a tax liability
o pay you for shares you sell by "redeeming in kind," that is, by giving you
securities (which typically will involve brokerage costs for you to
liquidate) rather than cash, but which will be taxable to the same extent
as a redemption for cash; the fund generally won't make a redemption in
kind unless your requests over a 90-day period total more than $250,000 or
1% of the value of the fund's net assets, whichever is less
24
PROSPECTUS February 1, 2016 Investing in the Fund
o change, add or withdraw various services, fees and account policies (for
example, we may adjust the fund's investment minimums at any time)
UNDERSTANDING DISTRIBUTIONS AND TAXES
The fund intends to distribute to its shareholders virtually all of its net
earnings. The fund can earn money in two ways: by receiving interest, dividends
or other income from investments it holds and by selling investments for more
than it paid for them. (The fund's earnings are separate from any gains or
losses stemming from your own purchase and sale of fund shares.) The fund may
not always pay a dividend or other distribution for a given period.
INCOME DIVIDENDS ARE DECLARED DAILY AND PAID MONTHLY. Short-term and long-term
capital gains are paid in November or December and otherwise as needed.
Dividends declared and payable to shareholders of record in the last quarter of
a given calendar year are treated for federal income tax purposes as if they
were received on December 31 of that year, if such dividends are actually paid
in January of the following year.
Income dividends that are properly designated as exempt-interest dividends will
not be subject to regular federal income tax, but they may be subject to the
federal individual and corporate alternative minimum taxes, and state and local
income taxes.
YOU CAN CHOOSE HOW TO RECEIVE YOUR DIVIDENDS AND OTHER DISTRIBUTIONS. You can
have them all automatically reinvested in fund shares (at NAV), all deposited
directly to your bank account or all sent to you by check, have one type
reinvested and the other sent to you by check or have them invested in a
different fund. Tell us your preference on your application. If you don't
indicate a preference, your dividends and distributions will all be reinvested
in shares of the fund without a sales charge (if applicable). Dividends and
distributions are treated the same for federal income tax purposes whether you
receive them in cash or reinvest them in additional shares.
BUYING, SELLING OR EXCHANGING FUND SHARES WILL USUALLY HAVE FEDERAL INCOME TAX
CONSEQUENCES FOR YOU (except in employer-sponsored qualified plans, IRAs or
other tax-advantaged accounts). Your sale of shares may result in a capital
gain or loss. The gain or loss will be long-term or short-term depending on how
long you owned the shares that were sold. For federal income tax purposes, an
exchange is treated the same as a sale. In addition, if shares are redeemed to
pay any account fees (e.g., an account maintenance fee), you may incur a tax
liability.
THE FEDERAL INCOME TAX STATUS of the fund's earnings you receive and
transactions involving your shares generally depends on their type:
GENERALLY TAXED AT NET CAPITAL GENERALLY TAXED AT ORDINARY
GAIN RATES: INCOME RATES:
FUND DISTRIBUTIONS
o gains from the sale of o gains from the sale of securi-
securi-
ties held (or treated as held) ties held (or treated as held)
by the fund for more than by the fund for one year or
one year less
o qualified dividend income o all other taxable income
(except for tax-exempt
interest income)
TRANSACTIONS INVOLVING FUND
SHARES
o gains from selling fund o gains from selling fund
shares held for more than shares held for one year or
one year less
ANY DIRECT INVESTMENTS IN FOREIGN SECURITIES BY THE FUND MAY BE SUBJECT TO
FOREIGN WITHHOLDING TAXES. In that case, the fund's yield on those securities
would generally be decreased. Shareholders generally will not be entitled to
claim a credit or deduction with respect to foreign taxes paid by the fund. In
addition, any investments in foreign securities or foreign currencies may
increase or accelerate the fund's recognition of ordinary income and may affect
the timing or amount of the fund's distributions. If you invest in the fund
through a taxable account, your after-tax return could be negatively affected.
Investments in certain debt obligations or other securities may cause the fund
to recognize income in excess of the cash generated by them. Thus, the fund
could be required at times to liquidate other investments in order to satisfy
its distribution requirements.
The fund's use of derivatives, if any, may affect the amount, timing and
character of distributions to shareholders and, therefore, may increase the
amount of taxes payable by shareholders.
Distributions to individuals and other noncorporate shareholders of investment
income reported by the fund as derived from qualified dividend income are
eligible for taxation for federal income tax purposes at the more favorable net
capital gain rates. Qualified dividend income generally includes dividends
received by the fund from domestic and some foreign corporations. It does not
include income from investments in debt securities or, generally, from real
estate investment trusts. In addition, the fund must meet certain holding
period and other requirements with respect to the dividend-paying stocks in its
portfolio and the shareholder must meet certain holding period and other
requirements with respect to the fund's shares for the lower tax rates to
apply. The fund does not expect to make distributions that constitute qualified
dividend income.
YOUR FUND WILL SEND YOU DETAILED FEDERAL INCOME TAX INFORMATION EARLY EACH
YEAR. These statements tell you the amount and the federal income tax
classification of any dividends or distributions you received. They also have
certain details on your purchases and sales of shares.
25
PROSPECTUS February 1, 2016 Investing in the Fund
A 3.8% Medicare contribution tax is imposed on the "net investment income" of
individuals, estates and trusts to the extent their income exceeds certain
threshold amounts. For this purpose, net investment income generally includes
taxable dividends, including any capital gain dividends paid by the fund, and
net gains recognized on the sale, redemption or exchange of shares of the fund.
IF YOU INVEST RIGHT BEFORE THE FUND PAYS A DIVIDEND, you'll be getting some of
your investment back as a dividend, which may be taxable to you. You can avoid
this by investing after the fund pays a dividend. In tax-advantaged accounts
you generally do not need to worry about this.
If the fund's distributions exceed its current and accumulated earnings and
profits, the excess will be treated for federal income tax purposes as a
tax-free return of capital to the extent of your basis in your shares and
thereafter as a capital gain. Because a return of capital distribution reduces
the basis of your shares, a return of capital distribution may result in a
higher capital gain or a lower capital loss when you sell your shares held in a
taxable account.
CORPORATIONS are taxed at the same rates on ordinary income and capital gains
but may be eligible for a dividends-received deduction to the extent of the
amount of eligible dividends received by the fund from domestic corporations
for the taxable year, provided certain holding period and other requirements
are met.
The fund does not expect to make distributions eligible for the corporate
dividends received deduction.
Because each shareholder's tax situation is unique, ask your tax professional
about the tax consequences of your investment, including any state and local
tax consequences.
The above discussion summarizes certain federal income tax consequences for
shareholders who are US persons. If you are a non-US person, please consult
your own tax advisor with respect to the US tax consequences to you of an
investment in the fund. For more information, see "Taxes" in the Statement of
Additional Information.
26
PROSPECTUS February 1, 2016 Investing in the Fund
[GRAPHIC APPEARS HERE]
Financial Highlights
The financial highlights are designed to help you understand recent financial
performance. The figures in the first part of each table are for a single
share. The total return figures represent the percentage that an investor in
the fund would have earned (or lost), assuming all dividends and distributions
were reinvested. This information has been audited by PricewaterhouseCoopers
LLP, independent registered public accounting firm, whose report, along with
the fund's financial statements, is included in the fund's annual report (see
"Shareholder reports" on the back cover).
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS A
YEARS ENDED OCTOBER 31,
2015 2014 2013 2012 2011
----------- ----------- ----------- ----------- -----------
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.26 $ 10.21 $ 10.34 $ 10.24 $ 10.27
------------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment operations:
Net investment income(a) .09 .09 .10 .14 .17
------------------------------------------------ -------- -------- -------- -------- --------
Net realized and unrealized gain (loss) ( .05) .05 ( .13) .10 ( .03)
------------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .04 .14 ( .03) .24 .14
------------------------------------------------ -------- -------- -------- -------- --------
Less distributions from:
Net investment income ( .09) ( .09) ( .10) ( .14) ( .17)
------------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 10.21 $ 10.26 $ 10.21 $ 10.34 $ 10.24
------------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)(b,c) .42 1.37 ( .31) 2.36 1.42
------------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 189 222 294 338 336
------------------------------------------------ -------- -------- -------- -------- --------
Ratio of expenses before expense reductions (%) .89 .90 .90 .88 .86
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of expenses after expense reductions (%) .76 .73 .74 .75 .75
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of net investment income (%) .91 .87 .96 1.36 1.71
------------------------------------------------- -------- -------- -------- -------- --------
Portfolio turnover rate (%) 26 36 41 50 26
------------------------------------------------- -------- -------- -------- -------- --------
(a) Based on average shares outstanding during the period.
(b) Total return does not reflect the effect of any sales charges.
(c) Total return would have been lower had certain expenses not been
reduced.
27
PROSPECTUS February 1, 2016 Financial Highlights
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS B
YEARS ENDED OCTOBER 31,
2015 2014 2013 2012 2011
----------- ----------- ----------- ----------- -----------
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.26 $ 10.21 $ 10.33 $ 10.24 $ 10.27
------------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment operations:
Net investment income(a) .01 .01 .02 .06 .10
------------------------------------------------ -------- -------- -------- -------- --------
Net realized and unrealized gain (loss) ( .04) .05 ( .12) .09 ( .03)
------------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS ( .03) .06 ( .10) .15 .07
------------------------------------------------ -------- -------- -------- -------- --------
Less distributions from:
Net investment income ( .02) ( .01) ( .02) ( .06) ( .10)
------------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 10.21 $ 10.26 $ 10.21 $ 10.33 $ 10.24
------------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)(b,c) ( .33) .61 ( .96) 1.49 .66
------------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) .1 .2 .4 1 1
------------------------------------------------ -------- -------- -------- -------- --------
Ratio of expenses before expense reductions (%) 1.71 1.66 1.67 1.66 1.67
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of expenses after expense reductions (%) 1.51 1.48 1.49 1.50 1.50
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of net investment income (%) .14 .13 .21 .62 .96
------------------------------------------------- -------- -------- -------- -------- --------
Portfolio turnover rate (%) 26 36 41 50 26
------------------------------------------------- -------- -------- -------- -------- --------
(a) Based on average shares outstanding during the period.
(b) Total return does not reflect the effect of any sales charges.
(c) Total return would have been lower had certain expenses not been
reduced.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS C
YEARS ENDED OCTOBER 31,
2015 2014 2013 2012 2011
----------- ----------- ----------- ----------- -----------
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.26 $ 10.21 $ 10.33 $ 10.24 $ 10.27
------------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment operations:
Net investment income(a) .02 .01 .02 .06 .10
------------------------------------------------ -------- -------- -------- -------- --------
Net realized and unrealized gain (loss) ( .06) .05 ( .12) .09 ( .03)
------------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS ( .04) .06 ( .10) .15 .07
------------------------------------------------ -------- -------- -------- -------- --------
Less distributions from:
Net investment income ( .02) ( .01) ( .02) ( .06) ( .10)
------------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 10.20 $ 10.26 $ 10.21 $ 10.33 $ 10.24
------------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)(b,c) ( .43) .61 ( .96) 1.50 .66
------------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 25 33 39 46 52
------------------------------------------------ -------- -------- -------- -------- --------
Ratio of expenses before expense reductions (%) 1.67 1.67 1.66 1.65 1.63
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of expenses after expense reductions (%) 1.51 1.48 1.49 1.50 1.50
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of net investment income (%) .16 .12 .21 .61 .96
------------------------------------------------- -------- -------- -------- -------- --------
Portfolio turnover rate (%) 26 36 41 50 26
------------------------------------------------- -------- -------- -------- -------- --------
(a) Based on average shares outstanding during the period.
(b) Total return does not reflect the effect of any sales charges.
(c) Total return would have been lower had certain expenses not been
reduced.
28
PROSPECTUS February 1, 2016 Financial Highlights
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - INSTITUTIONAL CLASS
YEARS ENDED OCTOBER 31,
2015 2014 2013 2012 2011
----------- ----------- ----------- ----------- -----------
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.26 $ 10.21 $ 10.34 $ 10.24 $ 10.27
------------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment operations:
Net investment income(a) .12 .12 .12 .17 .20
------------------------------------------------ -------- -------- -------- -------- --------
Net realized and unrealized gain (loss) ( .06) .05 ( .13) .10 ( .03)
------------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .06 .17 ( .01) .27 .17
------------------------------------------------ -------- -------- -------- -------- --------
Less distributions from:
Net investment income ( .12) ( .12) ( .12) ( .17) ( .20)
------------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 10.20 $ 10.26 $ 10.21 $ 10.34 $ 10.24
------------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)(b) .58 1.63 ( .06) 2.62 1.67
------------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 101 172 85 90 51
------------------------------------------------ -------- -------- -------- -------- --------
Ratio of expenses before expense reductions (%) .64 .60 .59 .59 .59
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of expenses after expense reductions (%) .51 .48 .49 .50 .50
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of net investment income (%) 1.15 1.12 1.21 1.59 1.96
------------------------------------------------- -------- -------- -------- -------- --------
Portfolio turnover rate (%) 26 36 41 50 26
------------------------------------------------- -------- -------- -------- -------- --------
(a) Based on average shares outstanding during the period.
(b) Total return would have been lower had certain expenses not been
reduced.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS S
YEARS ENDED OCTOBER 31,
2015 2014 2013 2012 2011
----------- ----------- ----------- ----------- -----------
SELECTED PER SHARE DATA
-------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.25 $ 10.20 $ 10.32 $ 10.23 $ 10.26
------------------------------------------------ -------- -------- -------- -------- --------
Income (loss) from investment operations:
Net investment income(a) .11 .10 .11 .16 .19
------------------------------------------------ -------- -------- -------- -------- --------
Net realized and unrealized gain (loss) ( .06) .05 ( .12) .09 ( .03)
------------------------------------------------ -------- -------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS .05 .15 ( .01) .25 .16
------------------------------------------------ -------- -------- -------- -------- --------
Less distributions from:
Net investment income ( .11) ( .10) ( .11) ( .16) ( .19)
------------------------------------------------ -------- -------- -------- -------- --------
NET ASSET VALUE, END OF PERIOD $ 10.19 $ 10.25 $ 10.20 $ 10.32 $ 10.23
------------------------------------------------ -------- -------- -------- -------- --------
Total Return (%)(b) .48 1.52 ( .06) 2.41 1.57
------------------------------------------------ -------- -------- -------- -------- --------
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
-------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ millions) 74 96 167 161 161
------------------------------------------------ -------- -------- -------- -------- --------
Ratio of expenses before expense reductions (%) .76 .71 .70 .73 .72
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of expenses after expense reductions (%) .61 .58 .59 .60 .60
------------------------------------------------- -------- -------- -------- -------- --------
Ratio of net investment income (%) 1.06 1.03 1.11 1.51 1.86
------------------------------------------------- -------- -------- -------- -------- --------
Portfolio turnover rate (%) 26 36 41 50 26
------------------------------------------------- -------- -------- -------- -------- --------
(a) Based on average shares outstanding during the period.
(b) Total return would have been lower had certain expenses not been
reduced.
29
PROSPECTUS February 1, 2016 Financial Highlights
[GRAPHIC APPEARS HERE]
Appendix
HYPOTHETICAL EXPENSE SUMMARY
Using the annual fund operating expense ratios presented in the fee tables in
the fund prospectus, the Hypothetical Expense Summary shows the estimated fees
and expenses, in actual dollars, that would be charged on a hypothetical
investment of $10,000 in the fund held for the next 10 years and the impact of
such fees and expenses on fund returns for each year and cumulatively, assuming
a 5% return for each year. The historical rate of return for the fund may be
higher or lower than 5% and, for money market funds, is typically less than 5%.
The tables also assume that all dividends and distributions are reinvested and
that Class B shares convert to Class A shares after six years. On or about
February 10, 2016, all remaining Class B shares will automatically convert to
Class A shares. The annual fund expense ratios shown are net of any contractual
fee waivers or expense reimbursements, if any, for the period of the
contractual commitment. The tables reflect the maximum initial sales charge, if
any, but do not reflect any contingent deferred sales charge or redemption
fees, if any, which may be payable upon redemption. If contingent deferred
sales charges or redemption fees were shown, the "Hypothetical Year-End Balance
After Fees and Expenses" amounts shown would be lower and the "Annual Fees and
Expenses" amounts shown would be higher. Also, please note that if you are
investing through a third party provider, that provider may have fees and
expenses separate from those of the fund that are not reflected here. Mutual
fund fees and expenses fluctuate over time and actual expenses may be higher or
lower than those shown.
The Hypothetical Expense Summary should not be used or construed as an offer to
sell, a solicitation of an offer to buy or a recommendation or endorsement of
any specific mutual fund. You should carefully review the fund's prospectus to
consider the investment objective, risks, expenses and charges of the fund
prior to investing.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS A
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
2.00% $10,000 5%
--------------- ------------------------- -----------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES & EXPENSE FEES & FEES & &
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
------ --------------- --------- -------------- --------------- ------------
1 5.00% 0.73% 2.18% $ 10,218.46 $ 273.07
--- ----- ---- ----- ----------- ----------
2 10.25% 0.89% 6.38% $ 10,638.44 $ 92.81
--- ----- ---- ----- ----------- ----------
3 15.76% 0.89% 10.76% $ 11,075.68 $ 96.63
--- ----- ---- ----- ----------- ----------
4 21.55% 0.89% 15.31% $ 11,530.89 $ 100.60
--- ----- ---- ----- ----------- ----------
5 27.63% 0.89% 20.05% $ 12,004.81 $ 104.73
--- ----- ---- ----- ----------- ----------
6 34.01% 0.89% 24.98% $ 12,498.21 $ 109.04
--- ----- ---- ----- ----------- ----------
7 40.71% 0.89% 30.12% $ 13,011.88 $ 113.52
--- ----- ---- ----- ----------- ----------
8 47.75% 0.89% 35.47% $ 13,546.67 $ 118.19
--- ----- ---- ----- ----------- ----------
9 55.13% 0.89% 41.03% $ 14,103.44 $ 123.04
--- ----- ---- ----- ----------- ----------
10 62.89% 0.89% 46.83% $ 14,683.09 $ 128.10
--- ----- ---- ----- ----------- ----------
TOTAL $ 1,259.73
--- ----------
30
PROSPECTUS February 1, 2016 Appendix
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS B
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
--------------- ------------------------- -----------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES & EXPENSE FEES & FEES & &
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
------ --------------- --------- -------------- --------------- ------------
1 5.00% 1.48% 3.52% $ 10,352.00 $ 150.60
--- ----- ---- ----- ----------- ----------
2 10.25% 1.71% 6.93% $ 10,692.58 $ 179.93
--- ----- ---- ----- ----------- ----------
3 15.76% 1.71% 10.44% $ 11,044.37 $ 185.85
--- ----- ---- ----- ----------- ----------
4 21.55% 1.71% 14.08% $ 11,407.73 $ 191.97
--- ----- ---- ----- ----------- ----------
5 27.63% 1.71% 17.83% $ 11,783.04 $ 198.28
--- ----- ---- ----- ----------- ----------
6 34.01% 1.71% 21.71% $ 12,170.70 $ 204.80
--- ----- ---- ----- ----------- ----------
7 40.71% 0.89% 26.71% $ 12,670.92 $ 110.55
--- ----- ---- ----- ----------- ----------
8 47.75% 0.89% 31.92% $ 13,191.69 $ 115.09
--- ----- ---- ----- ----------- ----------
9 55.13% 0.89% 37.34% $ 13,733.87 $ 119.82
--- ----- ---- ----- ----------- ----------
10 62.89% 0.89% 42.98% $ 14,298.33 $ 124.74
--- ----- ---- ----- ----------- ----------
TOTAL $ 1,581.63
--- ----------
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS C
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
--------------- ------------------------- -----------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES & EXPENSE FEES & FEES & &
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
------ --------------- --------- -------------- --------------- ------------
1 5.00% 1.48% 3.52% $ 10,352.00 $ 150.60
--- ----- ---- ----- ----------- ----------
2 10.25% 1.67% 6.97% $ 10,696.72 $ 175.76
--- ----- ---- ----- ----------- ----------
3 15.76% 1.67% 10.53% $ 11,052.92 $ 181.61
--- ----- ---- ----- ----------- ----------
4 21.55% 1.67% 14.21% $ 11,420.98 $ 187.66
--- ----- ---- ----- ----------- ----------
5 27.63% 1.67% 18.01% $ 11,801.30 $ 193.91
--- ----- ---- ----- ----------- ----------
6 34.01% 1.67% 21.94% $ 12,194.29 $ 200.36
--- ----- ---- ----- ----------- ----------
7 40.71% 1.67% 26.00% $ 12,600.36 $ 207.04
--- ----- ---- ----- ----------- ----------
8 47.75% 1.67% 30.20% $ 13,019.95 $ 213.93
--- ----- ---- ----- ----------- ----------
9 55.13% 1.67% 34.54% $ 13,453.51 $ 221.05
--- ----- ---- ----- ----------- ----------
10 62.89% 1.67% 39.02% $ 13,901.51 $ 228.41
--- ----- ---- ----- ----------- ----------
TOTAL $ 1,960.33
--- ----------
31
PROSPECTUS February 1, 2016 Appendix
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - INSTITUTIONAL CLASS
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
--------------- ------------------------- -----------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES & EXPENSE FEES & FEES & &
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
------ --------------- --------- -------------- --------------- ------------
1 5.00% 0.48% 4.52% $ 10,452.00 $ 49.08
--- ----- ---- ----- ----------- --------
2 10.25% 0.64% 9.08% $ 10,907.71 $ 68.35
--- ----- ---- ----- ----------- --------
3 15.76% 0.64% 13.83% $ 11,383.28 $ 71.33
--- ----- ---- ----- ----------- --------
4 21.55% 0.64% 18.80% $ 11,879.59 $ 74.44
--- ----- ---- ----- ----------- --------
5 27.63% 0.64% 23.98% $ 12,397.54 $ 77.69
--- ----- ---- ----- ----------- --------
6 34.01% 0.64% 29.38% $ 12,938.08 $ 81.07
--- ----- ---- ----- ----------- --------
7 40.71% 0.64% 35.02% $ 13,502.18 $ 84.61
--- ----- ---- ----- ----------- --------
8 47.75% 0.64% 40.91% $ 14,090.87 $ 88.30
--- ----- ---- ----- ----------- --------
9 55.13% 0.64% 47.05% $ 14,705.23 $ 92.15
--- ----- ---- ----- ----------- --------
10 62.89% 0.64% 53.46% $ 15,346.38 $ 96.17
--- ----- ---- ----- ----------- --------
TOTAL $ 783.19
--- --------
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND - CLASS S
MAXIMUM INITIAL HYPOTHETICAL ASSUMED RATE
SALES CHARGE: INVESTMENT: OF RETURN:
0.00% $10,000 5%
--------------- ------------------------- -----------------------------
HYPOTHETICAL
CUMULATIVE ANNUAL CUMULATIVE YEAR-END
RETURN BEFORE FUND RETURN AFTER BALANCE AFTER ANNUAL FEES
FEES & EXPENSE FEES & FEES & &
YEAR EXPENSES RATIOS EXPENSES EXPENSES EXPENSES
------ --------------- --------- -------------- --------------- ------------
1 5.00% 0.58% 4.42% $ 10,442.00 $ 59.28
--- ----- ---- ----- ----------- --------
2 10.25% 0.76% 8.85% $ 10,884.74 $ 81.04
--- ----- ---- ----- ----------- --------
3 15.76% 0.76% 13.46% $ 11,346.25 $ 84.48
--- ----- ---- ----- ----------- --------
4 21.55% 0.76% 18.27% $ 11,827.33 $ 88.06
--- ----- ---- ----- ----------- --------
5 27.63% 0.76% 23.29% $ 12,328.81 $ 91.79
--- ----- ---- ----- ----------- --------
6 34.01% 0.76% 28.52% $ 12,851.56 $ 95.69
--- ----- ---- ----- ----------- --------
7 40.71% 0.76% 33.96% $ 13,396.46 $ 99.74
--- ----- ---- ----- ----------- --------
8 47.75% 0.76% 39.64% $ 13,964.47 $ 103.97
--- ----- ---- ----- ----------- --------
9 55.13% 0.76% 45.57% $ 14,556.57 $ 108.38
--- ----- ---- ----- ----------- --------
10 62.89% 0.76% 51.74% $ 15,173.76 $ 112.98
--- ----- ---- ----- ----------- --------
TOTAL $ 925.41
--- --------
ADDITIONAL INDEX INFORMATION
BARCLAYS 1-YEAR GENERAL OBLIGATION INDEX is an unmanaged index including bonds
with a minimum credit rating of BAA3, issued as part of a deal of at least $50
million, having an amount outstanding of at least $5 million, a maturity of one
to two years, backed by the full faith and credit of an issuer with taxing
power, and issued after December 31, 1990.
BARCLAYS 3-YEAR (2-4) MUNICIPAL BOND INDEX is an unmanaged subset of the
Barclays Municipal Bond Index. It includes maturities of two to four years.
32
PROSPECTUS February 1, 2016 Appendix
TO GET MORE INFORMATION
SHAREHOLDER REPORTS. Additional information about the fund's investments is
available in the fund's annual and semi-annual reports to shareholders. In the
annual report, you will find a discussion of the market conditions and
investment strategies that significantly affected fund performance during its
last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION (SAI). This tells you more about the fund's
features and policies, including additional risk information. The SAI is
incorporated by reference into this document (meaning that it's legally part of
this prospectus).
For a free copy of any of these documents or to request other information about
the fund, contact Deutsche Asset Management ("Deutsche AM") at the phone number
or address listed below. SAIs and shareholder reports are also available
through the Deutsche AM Web site at deutschefunds.com. These documents and
other information about the fund are available from the EDGAR Database on the
SEC's Internet site at sec.gov. If you like, you may obtain copies of this
information, after paying a duplicating fee, by e-mailing a request to
publicinfo@sec.gov or by writing the SEC at the address listed below.
You can also review and copy these documents and other information about the
fund, including the fund's SAI, at the SEC's Public Reference Room in
Washington, D.C. Information on the operation of the SEC's Public Reference
Room may be obtained by calling the SEC at (202) 551-8090.
In order to reduce the amount of mail you receive and to help reduce expenses,
we generally send a single copy of any shareholder report and prospectus to
each household. If you do not want the mailing of these documents to be
combined with those for other members of your household, please contact your
financial advisor or call the number provided.
CONTACT INFORMATION
DEUTSCHE ASSET MANAGE- PO Box 219151
MENT Kansas City, MO
64121-9151
deutschefunds.com
Shareholders:
(800) 728-3337
Investment professionals:
(800) 621-5027
SEC Public Reference Section
Washington, D.C. 20549-1520
SEC.GOV
DISTRIBUTOR DeAWM Distributors, Inc.
222 South Riverside Plaza
Chicago, IL 60606-5808
(800) 621-1148
SEC FILE NUMBER Deutsche Municipal Trust
Deutsche Short-Term Municipal Bond
Fund
811-02671
Deutsche
Asset Management [DB Logo]
(02/01/16) DSTMBF-1
Deutsche
Asset Management
Statement of Additional Information
February 1, 2016
DEUTSCHE MUNICIPAL TRUST
Deutsche Short-Term Municipal Bond Fund
CLASS/TICKER A SRMAX B SRMBX C SRMCX INST MGSMX S SRMSX
This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the prospectus for the fund dated February 1, 2016,
as supplemented, a copy of which may be obtained without charge by calling
(800) 728-3337; by visiting deutschefunds.com (the Web site does not form a
part of this SAI); or from the firm from which this SAI was obtained. This SAI
is incorporated by reference into the prospectus.
Portions of the Annual Report to Shareholders of the fund are incorporated
herein by reference, and are hereby deemed to be part of this SAI. Reports to
Shareholders may also be obtained without charge by calling the number provided
in the preceding paragraph.
This SAI is divided into two Parts - Part I and Part II. Part I contains
information that is specific to the fund, while Part II contains information
that generally applies to each of the funds in the Deutsche funds.
Class B shares are closed to new investment.
[DB Logo]
STATEMENT OF ADDITIONAL INFORMATION (SAI) - PART I
PAGE
Part I................................................................................... I-1
Definitions............................................................................ I-1
Fund Organization...................................................................... I-1
Management of The Fund................................................................. I-1
Sales Charges and Distribution Plan Payments........................................... I-2
Portfolio Transactions and Brokerage Commissions....................................... I-2
Investments............................................................................ I-2
Investment Restrictions................................................................ I-2
Taxes.................................................................................. I-4
Independent Registered Public Accounting Firm, Reports to Shareholders and Financial I-4
Statements
Additional Information................................................................. I-5
Part I: Appendix I-A - Board Member Share Ownership and Control Persons................ I-6
Part I: Appendix I-B - Board Committees and Meetings................................... I-10
Part I: Appendix I-C - Board Member Compensation....................................... I-14
Part I: Appendix I-D - Portfolio Management............................................ I-16
Part I: Appendix I-E - Service Provider Compensation................................... I-18
Part I: Appendix I-F - Sales Charges................................................... I-19
Part I: Appendix I-G - Distribution Plan Payments...................................... I-20
Part I: Appendix I-H - Portfolio Transactions and Brokerage Commissions................ I-21
Part I: Appendix I-I - Investments, Practices and Techniques, and Risks................ I-22
Part I: Appendix I-J - Additional Information.......................................... I-23
Part II.................................................................................. II-1
Detailed Part II table of contents precedes page II-1
PART I
DEFINITIONS
"1934 Act" - the Securities Exchange Act of 1934, as amended
"1940 Act" - the Investment Company Act of 1940, as amended
"Code" - the Internal Revenue Code of 1986, as amended
"SEC" - the Securities and Exchange Commission
"DIMA" or "Advisor" or "Administrator" - Deutsche Investment Management
Americas Inc., 345 Park Avenue, New York, New York 10154
"DDI" or "Distributor" - DeAWM Distributors, Inc., 222 South Riverside Plaza,
Chicago, Illinois 60606
"DSC" or "Transfer Agent" - DeAWM Service Company, 210 W. 10th Street, Kansas
City, Missouri 64105-1614
"Deutsche funds" - the US registered investment companies advised by DIMA
"Board Members" - Members of the Board of Trustees of the Trust
"Board" - Board of Trustees of the Trust
"Independent Board Members"- Board Members who are not interested persons (as
defined in the 1940 Act) of the fund, the investment advisor or the distributor
"fund" or "series" - Deutsche Short-Term Municipal Bond Fund
"Custodian" - State Street Bank and Trust Company, State Street Financial
Center, One Lincoln Street, Boston, Massachusetts 02111
"Fund Legal Counsel" - Vedder Price P.C., 222 North LaSalle Street, Chicago,
Illinois 60601
"Trustee/Director Legal Counsel" - Ropes & Gray LLP, Prudential Tower, 800
Boylston Street, Boston, Massachusetts 02199
"Trust" - Deutsche Municipal Trust
"NRSRO"- a nationally recognized statistical rating organization
"S&P" - Standard & Poor's Ratings Services, an NRSRO
"Moody's" - Moody's Investors Service, Inc., an NRSRO
"Fitch" - Fitch Ratings, an NRSRO
FUND ORGANIZATION
Deutsche Short-Term Municipal Bond Fund is a series of Deutsche Municipal
Trust, a Massachusetts business trust established under an Agreement and
Declaration of Trust dated September 24, 1976 as amended from time to time. On
August 11, 2014, DWS Municipal Trust was renamed Deutsche Municipal Trust and
DWS Short-Term Municipal Bond Fund was renamed Deutsche Short-Term Municipal
Bond Fund. On February 1, 2011, the predecessor of DWS Short-Term Municipal
Bond Fund (the "Predecessor Fund") transferred all of its assets and
liabilities from DWS Advisor Funds, a Massachusetts business trust, to DWS
Municipal Trust, while retaining the same fund name. On July 10, 2006, the
predecessor of the Predecessor Fund transferred all of its assets and
liabilities from DWS Investments Trust, a Delaware statutory trust, to DWS
Advisor Funds, while retaining the same fund name.
All historical financial information and other information contained in the
fund's prospectus and SAI for periods prior to February 1, 2011 relating to the
fund (or any class thereof) is that of the Predecessor Fund (or corresponding
class thereof).
The Trust is governed by an Amended and Restated Declaration of Trust dated
June 2, 2008, as may be further amended from time to time (the "Declaration of
Trust"). The Declaration of Trust was last approved by shareholders in 2006.
Additional information about the Trust is set forth in PART II under "Fund
Organization."
MANAGEMENT OF THE FUND
BOARD MEMBERS AND OFFICERS' IDENTIFICATION AND BACKGROUND
The identification and background of the Board Members and officers are set
forth in PART II - APPENDIX II-A.
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BOARD COMMITTEES AND COMPENSATION
Compensation paid to the Independent Board Members, for certain specified
periods is set forth in PART I - APPENDIX I-C. Information regarding the
committees of the Board, is set forth in PART I - APPENDIX I-B.
BOARD MEMBER SHARE OWNERSHIP AND CONTROL PERSONS
Information concerning the ownership of fund shares by Board Members and
officers, as a group, as well as the dollar range value of each Board Member's
share ownership in the fund and, on an aggregate basis, in all Deutsche funds
overseen, by investors who control the fund, if any, and by investors who own
5% or more of any class of fund shares, if any, is set forth in PART I -
APPENDIX I-A.
PORTFOLIO MANAGEMENT
Information regarding the fund's portfolio manager(s), including other accounts
managed, compensation, ownership of fund shares and possible conflicts of
interest, is set forth in PART I - APPENDIX I-D and PART II - APPENDIX II-B.
This section does not apply to money market funds.
SERVICE PROVIDER COMPENSATION
Compensation paid by the fund to certain of its service providers for various
services, including investment advisory, administrative, transfer agency, and,
for certain funds, fund accounting services and subadvisory services, is set
forth in PART I - APPENDIX I-E. For information regarding payments made to DDI,
see PART I - APPENDIX I-F. The service provider compensation and underwriting
and sales commission information is not applicable to new funds that have not
completed a fiscal reporting period. Fee rates for services of the above-
referenced service providers are included in PART II - APPENDIX II-C.
SALES CHARGES AND DISTRIBUTION PLAN PAYMENTS
SALES CHARGES
Sales charges paid in connection with the purchase and sale of fund shares for
the three most recent fiscal years are set forth in PART I - APPENDIX I-F. This
information is not applicable to funds/classes that do not impose sales
charges, or to new funds/classes that have not completed a fiscal reporting
period.
DISTRIBUTION PLAN PAYMENTS
Payments made by the fund for the most recent fiscal year under the fund's Rule
12b-1 Plans are set forth in PART I - APPENDIX I-G. This information is not
applicable to funds/classes that do not incur expenses paid in connection with
Rule 12b-1 Plans, or to new funds/ classes that have not completed a fiscal
reporting period.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
PORTFOLIO TURNOVER
The portfolio turnover rates for the two most recent fiscal years are set forth
in PART I - APPENDIX I-H. This section does not apply to money market funds or
to new funds that have not completed a fiscal reporting period.
BROKERAGE COMMISSIONS
Total brokerage commissions paid by the fund for the three most recent fiscal
years are set forth in PART I - APPENDIX I-H. This section does not apply to
new funds that have not completed a fiscal reporting period.
The fund's policy with respect to portfolio transactions and brokerage is set
forth under "Portfolio Transactions" in PART II of this SAI.
INVESTMENTS
INVESTMENTS, PRACTICES AND TECHNIQUES, AND RISKS
PART I - APPENDIX I-I includes a list of the investments, practices and
techniques, and risks which the fund may employ (or be subject to) in pursuing
its investment objective. PART II - APPENDIX II-G includes a description of
these investments, practices and techniques, and risks.
INVESTMENT RESTRICTIONS
Except as otherwise indicated, the fund's investment objective and policies are
not fundamental and may be changed without a vote of shareholders. There can be
no assurance that the fund's investment objective will be met.
Any investment restrictions herein which involve a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the
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percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of, or borrowings by, the fund.
The fund has elected to be classified as a diversified series of an open-end
management investment company. A diversified fund may not, with respect to 75%
of total assets, invest more than 5% of total assets in the securities of a
single issuer (other than cash and cash items, US government securities or
securities of other investment companies) or invest in more than 10% of the
outstanding voting securities of such issuer. A fund's election to be
classified as diversified under the 1940 Act may not be changed without the
vote of a majority of the outstanding voting securities (as defined herein) of
the fund.
The following fundamental policies may not be changed without the approval of a
majority of the outstanding voting securities of the fund which, under the 1940
Act and the rules thereunder and as used in this SAI, means the lesser of (1)
67% or more of the voting securities present at such meeting, if the holders of
more than 50% of the outstanding voting securities of the fund are present or
represented by proxy, or (2) more than 50% of the outstanding voting securities
of the fund.
As a matter of fundamental policy, the fund may not do any of the following:
(1) borrow money, except as permitted under the 1940 Act, as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
(2) issue senior securities, except as permitted under the 1940 Act, as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
(3) purchase or sell commodities, except as permitted by the 1940 Act, as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
(4) engage in the business of underwriting securities issued by others,
except to the extent that the fund may be deemed to be an underwriter in
connection with the disposition of portfolio securities.
(5) purchase or sell real estate, which term does not include securities of
companies which deal in real estate or mortgages or investments secured
by real estate or interests therein, except that the fund reserves
freedom of action to hold and to sell real estate acquired as a result
of the fund's ownership of securities.
(6) make loans except as permitted under the 1940 Act, as interpreted or
modified by regulatory authority having jurisdiction, from time to time.
(7) concentrate its investments in a particular industry, as that term is
used in the 1940 Act, as interpreted or modified by regulatory authority
having jurisdiction, from time to time.
Under normal circumstances, the fund invests at least 80% of net assets,
determined at the time of purchase, in municipal securities that pay interest
exempt from regular federal income tax. This policy cannot be changed without
shareholder approval.
The following is intended to help investors better understand the meaning of a
fund's fundamental policies by briefly describing limitations, if any, imposed
by the 1940 Act. References to the 1940 Act below may encompass rules,
regulations or orders issued by the SEC and, to the extent deemed appropriate
by the fund, interpretations and guidance provided by the SEC staff. These
descriptions are intended as brief summaries of such limitations as of the date
of this SAI; they are not comprehensive and they are qualified in all cases by
reference to the 1940 Act (including any rules, regulations or orders issued by
the SEC and any relevant interpretations and guidance provided by the SEC
staff). These descriptions are subject to change based on evolving guidance by
the appropriate regulatory authority and are not part of a fund's fundamental
policies.
The 1940 Act generally permits a fund to borrow money in amounts of up to
33 1-3% of its total assets from banks for any purpose. The 1940 Act requires
that after any borrowing from a bank, a fund shall maintain an asset coverage
of at least 300% for all of the fund's borrowings, and, in the event that such
asset coverage shall at any time fall below 300%, a fund must, within three
days thereafter (not including Sundays and holidays), reduce the amount of its
borrowings to an extent that the asset coverage of all of a fund's borrowings
shall be at least 300%. In addition, a fund may borrow up to 5% of its total
assets from banks or other lenders for temporary purposes (a loan is presumed
to be for temporary purposes if it is repaid within 60 days and is not extended
or renewed). For additional information, see "Borrowing" in PART II - APPENDIX
II-G.
I-3
Under the 1940 Act, a senior security does not include any promissory note or
evidence of indebtedness where such loan is for temporary purposes only and in
an amount not exceeding 5% of the value of the total assets of a fund at the
time the loan is made (a loan is presumed to be for temporary purposes if it is
repaid within 60 days and is not extended or renewed). The SEC and/or its staff
has indicated that certain investment practices may raise senior security
issues unless a fund takes appropriate steps to segregate assets against, or
cover, its obligations. A fund is permitted to engage in the investment
practices described in its prospectus and in its SAI.
For additional information regarding the fund's asset segregation practices,
see "Asset Segregation" in PART II - APPENDIX II-G.
At present, the 1940 Act does not set forth a maximum percentage of a fund's
assets that may be invested in commodities.
Under the 1940 Act, a fund generally may not lend portfolio securities
representing more than one-third of its total asset value (including the value
of collateral received for loans of portfolio securities).
The SEC staff currently interprets concentration to mean investing more than
25% of a fund's assets in a particular industry or group of industries.
OTHER INVESTMENT POLICIES. The Board has adopted certain additional
non-fundamental policies and restrictions which are observed in the conduct of
the fund's affairs. They differ from fundamental investment policies in that
they may be changed or amended by action of the Board without requiring prior
notice to, or approval of, the shareholders.
As a matter of non-fundamental policy:
(1) the fund may not purchase illiquid securities, including time deposits
and repurchase agreements maturing in more than seven days, if, as a
result, more than 15% of the fund's net assets would be invested in such
securities.
(2) the fund may not acquire securities of registered open-end investment
companies or registered unit investment trusts in reliance on Sections
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
(3) the fund may not acquire securities of other investment companies,
except as permitted by the 1940 Act and the rules, regulations and any
applicable exemptive order issued thereunder.
(4) the fund may not invest more than 5% of its net assets in below
investment-grade bonds (i.e., junk bonds).
(5) the fund will not sell put options if, as a result, more than 50% of the
fund's total assets would be required to be segregated to cover its
potential obligations under such put options other than those with
respect to futures and options thereon.
(6) the fund will not sell interest rate caps or floors where it does not
own securities or other instruments providing the income stream the fund
may be obligated to pay.
For purposes of non-fundamental policy (1), and for so long as it remains a
position of the SEC, fixed time deposits maturing in more than seven days that
cannot be traded on a secondary market and participation interests in loans
will be treated as illiquid. Restricted securities (including commercial paper
issued pursuant to Section 4(2) of the Securities Act of 1933) that the Board
has determined to be readily marketable will not be deemed to be illiquid for
purposes of non-fundamental policy (1).
TAXES
Important information concerning the tax consequences of an investment in the
fund is contained in PART II - APPENDIX II-H.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, REPORTS TO SHAREHOLDERS AND
FINANCIAL STATEMENTS
The financial highlights of the fund included in its prospectus and financial
statements incorporated by reference into this SAI have been so included or
incorporated by reference in reliance on the report of PricewaterhouseCoopers
LLP, 101 Seaport Boulevard, Suite 500, Boston, Massachusetts 02210.
PricewaterhouseCoopers LLP is an independent registered public accounting firm.
The report is given on the authority of said firm as experts in auditing and
accounting. The independent registered public accounting firm audits the
financial statements of the fund and provides other
I-4
audit, tax and related services. Shareholders will receive annual audited
financial statements and semi-annual unaudited financial statements.
The financial statements, together with the report of the Independent
Registered Public Accounting Firm, financial highlights and notes to financial
statements in the Annual Report to the Shareholders of the fund, dated October
31, 2015 (SEC File No. 811-02671), are incorporated herein by reference and are
hereby deemed to be a part of this SAI.
ADDITIONAL INFORMATION
For information on CUSIP numbers and fund fiscal year end information, see PART
I - APPENDIX I-J.
I-5
PART I: APPENDIX I-A - BOARD MEMBER SHARE OWNERSHIP AND CONTROL PERSONS
BOARD MEMBER SHARE OWNERSHIP IN THE FUND
The following tables show the dollar range of equity securities beneficially
owned by each Board Member in the fund and in Deutsche funds as of December 31,
2015.
DOLLAR RANGE OF BENEFICIAL OWNERSHIP/(1)/
BOARD MEMBER DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
INDEPENDENT BOARD MEMBER:
John W. Ballantine None
Henry P. Becton, Jr. None
Dawn-Marie Driscoll $1 - $10,000
Keith R. Fox None
Paul K. Freeman None
Kenneth C. Froewiss $10,001 - $50,000
Richard J. Herring None
William McClayton None
Rebecca W. Rimel None
William N. Searcy, Jr. None
Jean Gleason Stromberg None
AGGREGATE DOLLAR RANGE OF BENEFICIAL OWNERSHIP/(1)/
FUNDS OVERSEEN BY
BOARD MEMBER IN THE
DEUTSCHE FUNDS
INDEPENDENT BOARD MEMBER:
John W. Ballantine Over $100,000
Henry P. Becton, Jr. Over $100,000
Dawn-Marie Driscoll Over $100,000
Keith R. Fox Over $100,000
Paul K. Freeman Over $100,000
Kenneth C. Froewiss Over $100,000
Richard J. Herring Over $100,000
William McClayton Over $100,000
Rebecca W. Rimel Over $100,000
William N. Searcy, Jr. Over $100,000
Jean Gleason Stromberg Over $100,000
(1) The dollar ranges are: None, $1 - $10,000, $10,001 - $50,000, $50,001 -
$100,000, over $100,000.
OWNERSHIP IN SECURITIES OF THE ADVISOR AND RELATED COMPANIES
As reported to the fund, the information in the table below reflects ownership
by the Independent Board Members and their immediate family members of certain
securities as of December 31, 2015. An immediate family member can be a spouse,
children residing in the same household, including step and adoptive children,
and any dependents.
I-6
The securities represent ownership in the Advisor or Distributor and any
persons (other than a registered investment company) directly or indirectly
controlling, controlled by, or under common control with the Advisor or
Distributor (including Deutsche Bank AG).
OWNER AND VALUE OF PERCENT OF
INDEPENDENT RELATIONSHIP TO TITLE OF SECURITIES ON AN CLASS ON AN
BOARD MEMBER BOARD MEMBER COMPANY CLASS AGGREGATE BASIS AGGREGATE BASIS
John W. Ballantine None
Henry P. Becton, Jr. None
Dawn-Marie Driscoll None
Keith R. Fox None
Paul K. Freeman None
Kenneth C. Froewiss None
Richard J. Herring None
William McClayton None
Rebecca W. Rimel None
William N. Searcy, Jr. None
Jean Gleason Stromberg None
As of January 4, 2016, all Board Members and officers owned, as a group, less
than 1% of the outstanding shares of the fund.
25% OR GREATER OWNERSHIP
No investor beneficially owned 25% or more of the fund's shares as of January
4, 2016. Shareholders who beneficially own 25% or more of a fund's shares may
have a significant impact on any shareholder vote of the fund.
5% OR GREATER OWNERSHIP OF SHARE CLASSES
The following table identifies those investors who owned 5% or more of a fund
share class as of January 4, 2016. All holdings are of record, unless otherwise
indicated.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
NAME AND ADDRESS OF INVESTOR SHARES CLASS PERCENTAGE
MORGAN STANLEY SMITH BARNEY 2,959,716.68 A 16.20%
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ 07311
MLPF&S FOR THE SOLE BENEFIT OF 2,733,630.44 A 14.96%
ITS CUSTOMERS
ATTN FUND ADM (97HB3)
JACKSONVILLE FL 32246-6484
FIRST CLEARING LLC 2,713,073.98 A 14.85%
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
ST LOUIS MO 63103-2523
I-7
NAME AND ADDRESS OF INVESTOR SHARES CLASS PERCENTAGE
RAYMOND JAMES 2,172,659.09 A 11.89%
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCT FIRM XXXXXXXX
ATTN COURTNEY WALLER
ST PETERSBURG FL 33716-1100
AMERICAN ENTERPRISE INVESTMENT SVC 1,799,286.33 A 9.85%
FBO #XXXXXXXX
MINNEAPOLIS MN 55402-2405
UBS WM USA 1,787,243.96 A 9.78%
XXX XXXXX XXXX
OMNI ACCOUNT M/F
ATTN DEPARTMENT MANAGER
WEEHAWKEN NJ 07086-6761
PERSHING LLC 923,173.26 A 5.05%
JERSEY CITY NJ 07399-0001
AMERICAN ENTERPRISE INVESTMENT SVC 583.867 B 91.36%
FBO #XXXXXXXX
MINNEAPOLIS MN 55402-2405
LPL FINANCIAL 53.779 B 8.41%
A/C XXXX-XXXX
SAN DIEGO CA 92121-1968
MLPF&S FOR THE SOLE BENEFIT OF 547,340.24 C 22.43%
ITS CUSTOMERS
ATTN FUND ADMINISTRATION
JACKSONVILLE FL 32246-6484
UBS WM USA 512,930.05 C 21.02%
XXX XXXXX XXXX
OMNI ACCOUNT M/F
ATTN DEPARTMENT MANAGER
WEEHAWKEN NJ 07086-6761
MORGAN STANLEY SMITH BARNEY 371,145.03 C 15.21%
HARBORSIDE FINANCIAL CENTER
PLAZA II 3RD FLOOR
JERSEY CITY NJ 07311
RAYMOND JAMES 244,428.50 C 10.02%
OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCT FIRM XXXXXXXX
ATTN COURTNEY WALLER
ST PETERSBURG FL 33716-1100
FIRST CLEARING LLC 219,580.04 C 9.00%
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
ST LOUIS MO 63103-2523
SAXON & CO 4,740,761.15 Institutional 50.11%
FBO XX-XX-XXX-XXXXXXXX
PHILADELPHIA PA 19182-0001
I-8
NAME AND ADDRESS OF INVESTOR SHARES CLASS PERCENTAGE
NATIONAL FINANCIAL SERVICES LLC 2,019,265.15 Institutional 21.35%
FOR EXCLUSIVE BENE OF OUR
CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
JERSEY CITY NJ 07310-2010
SAXON AND CO 691,599.33 Institutional 7.31%
FBO XXXXXXXXXXXXXX
PHILADELPHIA PA 19182-0001
FIRST CLEARING LLC 480,118.33 Institutional 5.08%
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
ST LOUIS MO 63103-2523
CHARLES SCHWAB & CO INC 500,293.94 Institutional 5.29%
SPECIAL CUSTODY ACCOUNT
MUTUAL FUNDS DEPARTMENT
SAN FRANCISCO CA 94104-4151
NATIONAL FINANCIAL SERVICES LLC 3,402,849.96 S 43.41%
FOR EXCLUSIVE BENE OF OUR
CUSTOMERS
ATTN MUTUAL FUNDS DEPT - 4TH FL
JERSEY CITY NJ 07310-2010
MERRILL LYNCH PIERCE FENNER 932,174.51 S 11.89%
& SMITH FOR THE SOLE BENEFIT OF ITS
CUSTOMERS
ATTN SERVICE TEAM 973Y3
JACKSONVILLE FL 32246-6484
UBS WM USA 653,787.39 S 8.34%
XXX XXXXX XXXX
OMNI ACCOUNT M/F
ATTN DEPARTMENT MANAGER
WEEHAWKEN NJ 07086-6761
LPL FINANCIAL 610,985.48 S 7.79%
A/C XXXX-XXXX
SAN DIEGO CA 92121-1968
PERSHING LLC 585,215.27 S 7.47%
JERSEY CITY NJ 07399-0001
I-9
PART I: APPENDIX I-B - BOARD COMMITTEES AND MEETINGS
INFORMATION CONCERNING COMMITTEES AND MEETINGS OF THE BOARD
The Board oversees the operations of the Deutsche funds and meets periodically
to oversee fund activities, and to review fund performance and contractual
arrangements with fund service providers. The Board met 8 times during the most
recently completed calendar year.
BOARD LEADERSHIP STRUCTURE
A fund's Board is responsible for the general oversight of a fund's affairs and
for assuring that the fund is managed in the best interests of its
shareholders. The Board regularly reviews a fund's investment performance as
well as the quality of other services provided to a fund and its shareholders
by DIMA and its affiliates, including administration and shareholder servicing.
At least annually, the Board reviews and evaluates the fees and operating
expenses paid by a fund for these services and negotiates changes that it deems
appropriate. In carrying out these responsibilities, the Board is assisted by a
fund's auditors, independent counsel and other experts as appropriate, selected
by and responsible to the Board.
Independent Board Members are not considered "interested persons" (as defined
in the 1940 Act) of the fund or its investment adviser. These Independent Board
Members must vote separately to approve all financial arrangements and other
agreements with a fund's investment adviser and other affiliated parties. The
role of the Independent Board Members has been characterized as that of a
"watchdog" charged with oversight to protect shareholders' interests against
overreaching and abuse by those who are in a position to control or influence a
fund. A fund's Independent Board Members meet regularly as a group in executive
session without representatives of the investment adviser present. An
Independent Board Member currently serves as chairman of the Board.
Taking into account the number, the diversity and the complexity of the funds
overseen by the Board Members and the aggregate amount of assets under
management in the Deutsche funds, the Board has determined that the efficient
conduct of its affairs makes it desirable to delegate responsibility for
certain specific matters to committees of the Board. These committees, which
are described in more detail below, review and evaluate matters specified in
their charters and/or enabling resolutions, and take actions on those matters
and/or make recommendations to the Board as appropriate. Each committee may
utilize the resources of a fund's counsel and auditors as well as other
experts. The committees meet as often as necessary, either in conjunction with
regular meetings of the Board or otherwise. The membership and chair of each
committee are appointed by the Board upon recommendation of the Nominating and
Governance Committee. The membership and chair of each committee consists
exclusively of Independent Board Members.
The Board has determined that this committee structure also allows the Board to
focus more effectively on the oversight of risk as part of its broader
oversight of the fund's affairs. While risk management is the primary
responsibility of a fund's investment adviser, the Board regularly receives
reports regarding investment risks and compliance risks. The Board's committee
structure allows separate committees to focus on different aspects of these
risks and their potential impact on some or all of the Deutsche funds and to
discuss with the fund's investment adviser and administrator how it monitors
and controls such risks.
I-10
BOARD COMMITTEES. The Board has established the following standing committees:
Audit Committee and Valuation Sub-Committee, Nominating and Governance
Committee, Contract Committee, Investment Oversight Committee, Operations
Committee and Dividend Committee.
NUMBER OF
MEETINGS IN LAST
NAME OF COMMITTEE CALENDAR YEAR FUNCTIONS CURRENT MEMBERS
AUDIT COMMITTEE 6 Assists the Board in fulfilling its responsibility Paul K. Freeman (Chair),
for oversight of (1) the integrity of the financial William McClayton (Vice
statements, (2) the fund's accounting and Chair), John W. Ballantine,
financial reporting policies and procedures, (3) Henry P. Becton, Jr. and
the fund's compliance with legal and regulatory Richard J. Herring
requirements related to accounting and
financial reporting, (4) valuation of fund assets
and securities and (5) the qualifications,
independence and performance of the
independent registered public accounting firm
for the fund. Oversees the valuation of the
fund's securities and other assets and
determines, as needed, the fair value of fund
securities or other assets under certain
circumstances as described in the fund's
Valuation Procedures. The Audit Committee
has appointed a Valuation Sub-Committee,
which may make determinations of fair value
required when the Audit Committee is not in
session. The current members of the fund's
Valuation Sub-Committee are John W.
Ballantine, Richard J. Herring, Henry P. Becton,
Jr. (Alternate), Paul K. Freeman (Alternate) and
William McClayton (Alternate). The Audit
Committee also approves and recommends to
the Board the appointment, retention or
termination of the independent registered
public accounting firm for the fund, reviews the
scope of audit and internal controls, considers
and reports to the Board on matters relating to
the fund's accounting and financial reporting
practices, and performs such other tasks as
the full Board deems necessary or appropriate.
The Audit Committee receives annual
representations from the independent
registered public accounting firm as to its
independence.
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NUMBER OF
MEETINGS IN LAST
NAME OF COMMITTEE CALENDAR YEAR FUNCTIONS CURRENT MEMBERS
NOMINATING AND 5 Recommends individuals for membership on Rebecca W. Rimel (Chair),
GOVERNANCE the Board, nominates officers, Board and Henry P. Becton, Jr. (Vice
COMMITTEE committee chairs, vice chairs and committee Chair), John W. Ballantine
members, and oversees the operations of the and William McClayton
Board. The Nominating and Governance
Committee has not established specific,
minimum qualifications that must be met by an
individual to be considered by the Nominating
and Governance Committee for nomination as
a Board Member. The Nominating and
Governance Committee may take into account
a wide variety of factors in considering Board
Member candidates, including, but not limited
to: (i) availability and commitment of a
candidate to attend meetings and perform his
or her responsibilities to the Board, (ii) relevant
industry and related experience, (iii)
educational background, (iv) financial expertise,
(v) an assessment of the candidate's ability,
judgment and expertise, and (vi) the current
composition of the Board. The Committee
generally believes that the Board benefits from
diversity of background, experience and views
among its members, and considers this as a
factor in evaluating the composition of the
Board, but has not adopted any specific policy
in this regard. The Nominating and Governance
Committee reviews recommendations by
shareholders for candidates for Board positions
on the same basis as candidates
recommended by other sources. Shareholders
may recommend candidates for Board
positions by forwarding their correspondence
by US mail or courier service to Kenneth C.
Froewiss, Chairman, Deutsche Mutual Funds,
P.O. Box 390601, Cambridge, MA 02139.
CONTRACT 6 Reviews at least annually, (a) the fund's Keith R. Fox (Chair), William
COMMITTEE financial arrangements with DIMA and its N. Searcy, Jr. (Vice Chair),
affiliates, and (b) the fund's expense ratios. Dawn-Marie Driscoll, Paul K.
Freeman, Richard J. Herring
and Jean Gleason
Stromberg
INVESTMENT 0 Reviews the investment operations of the John W. Ballantine (Chair),
OVERSIGHT funds. William McClayton (Vice
COMMITTEE/(1)/ Chair), Henry P. Becton, Jr.,
Dawn-Marie Driscoll, Paul K.
Freeman, Keith R. Fox,
Richard J. Herring, Rebecca
W. Rimel, William N. Searcy,
Jr. and Jean Gleason
Stromberg
OPERATIONS 6 Reviews the administrative operations and Dawn-Marie Driscoll (Chair),
COMMITTEE general compliance matters of the fund. William N. Searcy, Jr. (Vice
Reviews administrative matters related to the Chair), Keith R. Fox,
operations of the fund, policies and procedures Rebecca W. Rimel and Jean
relating to portfolio transactions, custody Gleason Stromberg
arrangements, fidelity bond and insurance
arrangements and such other tasks as the full
Board deems necessary or appropriate.
I-12
NUMBER OF
MEETINGS IN LAST
NAME OF COMMITTEE CALENDAR YEAR FUNCTIONS CURRENT MEMBERS
DIVIDEND 3 Authorizes dividends and other distributions for Keith R. Fox, Kenneth C.
COMMITTEE those funds that are organized as series of a Froewiss, John W.
Maryland corporation. Committee meets on an Ballantine (Alternate), Henry
as-needed basis. P. Becton, Jr. (Alternate),
Dawn-Marie Driscoll
(Alternate), Paul K. Freeman
(Alternate), Richard J.
Herring (Alternate), William
McClayton (Alternate),
Rebecca W. Rimel
(Alternate), William N.
Searcy, Jr. (Alternate) and
Jean Gleason Stromberg
(Alternate)
AD HOC COMMITTEES. In addition to the standing committees described above, from
time to time the Board may also form ad hoc committees to consider specific
issues.
(1) The Investment Oversight Committee was constituted on November 11, 2015.
Prior thereto the Board had an Equity Oversight Committee and a Fixed
Income and Asset Allocation Oversight Committee performing similar
functions as the Investment Oversight Committee, which each met 5 times
during the last calendar year.
I-13
PART I: APPENDIX I-C - BOARD MEMBER COMPENSATION
Each Independent Board Member receives compensation from the fund for his or
her services, which includes retainer fees and specified amounts for various
committee services and for the Board Chairperson and Vice Chairperson. No
additional compensation is paid to any Independent Board Member for travel time
to meetings, attendance at directors' educational seminars or conferences,
service on industry or association committees, participation as speakers at
directors' conferences or service on special fund industry director task forces
or subcommittees. Independent Board Members do not receive any employee
benefits such as pension or retirement benefits or health insurance from the
fund or any fund in the Deutsche fund complex.
Board Members who are officers, directors, employees or stockholders of
Deutsche Asset Management or its affiliates receive no direct compensation from
the fund, although they are compensated as employees of Deutsche Asset
Management, or its affiliates, and as a result may be deemed to participate in
fees paid by the fund. The following tables show, for each Independent Board
Member, compensation from the fund during its most recently completed fiscal
year, and aggregate compensation from all of the funds in the Deutsche fund
complex during calendar year 2015.
AGGREGATE COMPENSATION FROM THE FUND
BOARD MEMBER DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
INDEPENDENT BOARD MEMBER:
John W. Ballantine $1,702
Henry P. Becton, Jr. $1,617
Dawn-Marie Driscoll $1,659
Keith R. Fox $1,759
Paul K. Freeman $1,759
Kenneth C. Froewiss $2,185
Richard J. Herring $1,617
William McClayton $1,787
Rebecca W. Rimel $1,702
William N. Searcy, Jr. $1,617
Jean Gleason Stromberg $1,659
I-14
TOTAL COMPENSATION FROM DEUTSCHE FUND COMPLEX
TOTAL COMPENSATION
FROM THE FUND AND
BOARD MEMBER DEUTSCHE FUND COMPLEX/(1)/
INDEPENDENT BOARD MEMBER:
John W. Ballantine/(4)/ $290,000
Henry P. Becton, Jr. $275,000
Dawn-Marie Driscoll/(4)/ $282,500
Keith R. Fox/(4)/ $300,000
Paul K. Freeman/(4)/ $300,000
Kenneth C. Froewiss/(2)/ $375,000
Richard J. Herring $275,000
William McClayton/(3)(4)/ $305,000
Rebecca W. Rimel/(4)/ $290,000
William N. Searcy, Jr. $275,000
Jean Gleason Stromberg/(4)/ $282,500
(1) For each Independent Board Member total compensation from the Deutsche
fund complex represents compensation from 106 funds as of December 31,
2015.
(2) Includes $100,000 in annual retainer fees received by Mr. Froewiss as
Chairperson of Deutsche funds.
(3) Includes $15,000 in annual retainer fees received by Mr. McClayton as
Vice Chairperson of Deutsche funds.
(4) Includes an annual retainer fee for serving as Chairperson of a Board
committee.
I-15
PART I: APPENDIX I-D - PORTFOLIO MANAGEMENT
FUND OWNERSHIP OF PORTFOLIO MANAGERS
The following table shows the dollar range of shares owned beneficially and of
record by the portfolio management team for the fund as well as in all Deutsche
funds as a group, including investments by their immediate family members
sharing the same household and amounts invested through retirement and deferred
compensation plans. This information is provided as of the fund's most recent
fiscal year end.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
DOLLAR RANGE OF DOLLAR RANGE OF ALL DEUTSCHE
NAME OF PORTFOLIO MANAGER FUND SHARES OWNED FUND SHARES OWNED
Philip G. Condon $10,001 - $50,000 $500,001 - $1,000,000
Ashton P. Goodfield $50,001 - $100,000 $500,001 - $1,000,000
Matthew J. Caggiano $10,001 - $50,000 $100,001 - $500,000
Peter Aloisi $ 0 $50,001 - $100,000
CONFLICTS OF INTEREST
In addition to managing the assets of the fund, a portfolio manager may have
responsibility for managing other client accounts. The tables below show, per
portfolio manager, the number and asset size of (1) SEC registered investment
companies (or series thereof) other than the fund, (2) pooled investment
vehicles that are not registered investment companies and (3) other accounts
(e.g., accounts managed for individuals or organizations) managed by a
portfolio manager. Total assets attributed to a portfolio manager in the tables
below include total assets of each account managed, although a portfolio
manager may only manage a portion of such account's assets. For a fund
subadvised by subadvisors unaffiliated with the Advisor, total assets of funds
managed may only include assets allocated to the portfolio manager and not the
total assets of the fund managed. The tables also show the number of
performance based fee accounts, as well as the total assets of the accounts for
which the advisory fee is based on the performance of the account. This
information is provided as of the fund's most recent fiscal year end.
OTHER SEC REGISTERED INVESTMENT COMPANIES MANAGED:
NUMBER OF TOTAL ASSETS OF NUMBER OF INVESTMENT
REGISTERED REGISTERED COMPANY ACCOUNTS TOTAL ASSETS OF
NAME OF INVESTMENT INVESTMENT WITH PERFORMANCE- PERFORMANCE-BASED
PORTFOLIO MANAGER COMPANIES COMPANIES BASED FEE FEE ACCOUNTS
Philip G. Condon 10 $11,949,915,595 0 $0
Ashton P. Goodfield 9 $10,979,929,355 0 $0
Matthew J. Caggiano 4 $ 8,339,253,419 0 $0
Peter Aloisi 1 $ 1,864,807,002 0 $0
I-16
OTHER POOLED INVESTMENT VEHICLES MANAGED:
NUMBER OF POOLED
NUMBER OF INVESTMENT VEHICLE TOTAL ASSETS OF
POOLED TOTAL ASSETS OF ACCOUNTS WITH PERFORMANCE-
NAME OF INVESTMENT POOLED INVESTMENT PERFORMANCE- BASED FEE
PORTFOLIO MANAGER VEHICLES VEHICLES BASED FEE ACCOUNTS
Philip G. Condon 0 $0 0 $0
Ashton P. Goodfield 0 $0 0 $0
Matthew J. Caggiano 0 $0 0 $0
Peter Aloisi 0 $0 0 $0
OTHER ACCOUNTS MANAGED:
NUMBER OF OTHER TOTAL ASSETS OF
TOTAL ASSETS ACCOUNTS WITH PERFORMANCE-
NAME OF NUMBER OF OF OTHER PERFORMANCE- BASED FEE
PORTFOLIO MANAGER OTHER ACCOUNTS ACCOUNTS BASED FEE ACCOUNTS
Philip G. Condon 0 $ 0 0 $0
Ashton P. Goodfield 1 $ 610,634,832 0 $0
Matthew J. Caggiano 6 $3,130,932,482 0 $0
Peter Aloisi 0 $ 0 0 $0
In addition to the accounts above, an investment professional may manage
accounts in a personal capacity that may include holdings that are similar to,
or the same as, those of the fund. The Advisor or Subadvisor, as applicable,
has in place a Code of Ethics that is designed to address conflicts of interest
and that, among other things, imposes restrictions on the ability of portfolio
managers and other "access persons" to invest in securities that may be
recommended or traded in the fund and other client accounts.
I-17
PART I: APPENDIX I-E - SERVICE PROVIDER COMPENSATION
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
GROSS AMOUNT AMOUNT WAIVED GROSS AMOUNT PAID TO AMOUNT WAIVED BY
PAID TO DIMA BY DIMA FOR DIMA FOR GENERAL DIMA FOR GENERAL
FOR ADVISORY ADVISORY ADMINISTRATIVE ADMINISTRATIVE
FISCAL YEAR ENDED SERVICES SERVICES SERVICES SERVICES
2015 $1,819,547 $253,381 $454,983 $ 0
2014 $2,217,528 $440,894 $556,501 $255,196
2013 $2,453,714 $420,309 $617,848 $ 0
GROSS AMOUNT PAID TO AMOUNT WAIVED BY
DSC FOR TRANSFER DSC FOR TRANSFER
FISCAL YEAR ENDED AGENCY SERVICES AGENCY SERVICES
2015 $20,076 $20,076
2014 $41,973 $41,973
2013 $89,098 $89,098
The following waiver is currently in effect:
The Advisor has contractually agreed through January 31, 2017 to waive its fees
and/or reimburse fund expenses to the extent necessary to maintain the fund's
total annual operating expenses (excluding certain expenses such as
extraordinary expenses, taxes, brokerage and interest expenses) at ratios no
higher than 0.73%, 1.48%, 1.48%, 0.48% and 0.58% for Class A, Class B, Class C,
Institutional Class and Class S, respectively. The agreement may only be
terminated with the consent of the fund's Board.
I-18
PART I: APPENDIX I-F - SALES CHARGES
The following tables show the aggregate amount of underwriting commissions paid
to DDI, the amount in commissions it paid out to brokers and the amount of
underwriting commissions retained by DDI for the noted fiscal period(s).
CLASS A INITIAL SALES CHARGE:
AGGREGATE AGGREGATE
AGGREGATE AGGREGATE COMMISSIONS COMMISSIONS
FISCAL SALES COMMISSIONS PAID TO AFFILIATED RETAINED
YEAR COMMISSIONS PAID TO FIRMS FIRMS BY DDI
Deutsche Short-Term Municipal Bond Fund 2015 $11,000 $3,000 $3,000 $ 5,000
2014 $ 5,000 $1,000 $ 0 $ 4,000
2013 $11,000 $1,000 $ 0 $10,000
CDSC PAID TO DDI ON:
FISCAL
YEAR CLASS A SHARES CLASS B SHARES CLASS C SHARES
Deutsche Short-Term Municipal Bond Fund 2015 $16,538 $ 150 $2,338
2014 $14,269 $ 950 $4,190
2013 $28,216 $1,620 $8,008
I-19
PART I: APPENDIX I-G - DISTRIBUTION PLAN PAYMENTS
Expenses of the fund paid in connection with the Rule 12b-1 Plans for each
class of shares that has adopted a Rule 12b-1 Plan are set forth below for the
most recent fiscal year.
12B-1 COMPENSATION TO UNDERWRITER AND FIRMS:
12B-1 SHAREHOLDER
12B-1 DISTRIBUTION 12B-1 SHAREHOLDER SERVICES FEES
FEES SERVICES FEES WAIVED
Deutsche Short-TermMunicipal Bond Fund Class A N/A $512,327 $160,420
Class B $ 1,071 $ 350 $ 80
Class C $218,542 $ 72,017 $ 30,262
I-20
PART I: APPENDIX I-H - PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Variations to the fund's portfolio turnover rate may be due to, among other
things, a fluctuating volume of shareholder purchase and redemption orders,
market conditions, and/or changes in the Advisor's investment outlook.
PORTFOLIO TURNOVER RATES
FUND 2015 2014
Deutsche Short-Term Municipal Bond Fund 26% 36%
BROKERAGE COMMISSIONS
FISCAL BROKERAGE COMMISSIONS
YEAR PAID BY FUND
Deutsche Short-Term Municipal Bond Fund 2015 $0
2014 $0
2013 $0
BROKERAGE COMMISSIONS PAID TO AFFILIATED BROKERS
AGGREGATE % OF THE
BROKERAGE AGGREGATE
COMMISSIONS DOLLAR
NAME OF PAID BY FUND % OF THE TOTAL VALUE OF ALL
FISCAL AFFILIATED TO AFFILIATED BROKERAGE PORTFOLIO
YEAR BROKER AFFILIATION BROKERS COMMISSIONS TRANSACTIONS
Deutsche Short-Term Municipal Bond Fund 2015 None - None - -
2014 None - None - -
2013 None - None - -
The fund is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the 1940 Act) that the fund held as of the
end of its most recent fiscal year.
The fund did not hold any securities of its regular brokers or dealers.
TRANSACTIONS FOR RESEARCH SERVICES
For the most recent fiscal year, the fund allocated the following amount of
transactions, and related commissions, to broker-dealer firms that have been
deemed by the Advisor to provide research services. The provision of research
services was not necessarily a factor in the placement of business with such
firms.
COMMISSIONS PAID
AMOUNT OF TRANSACTIONS ON TRANSACTIONS
FUND WITH RESEARCH FIRMS WITH RESEARCH FIRMS
Deutsche Short-Term Municipal Bond Fund $0 $0
I-21
PART I: APPENDIX I-I - INVESTMENTS, PRACTICES AND TECHNIQUES, AND RISKS
Below is a list of headings related to investments, practices and techniques,
and risks which are further described in Appendix II-G.
DEUTSCHE SHORT-TERM MUNICIPAL BOND FUND
Asset Segregation
Auction Rate Securities
Borrowing
Cash Management Vehicles
Commercial Paper
Commodity Pool Operator Exclusion
Derivatives
Fixed Income Securities
High Yield Fixed Income Securities - Junk Bonds
Illiquid Securities
Impact of Large Redemptions and Purchases of Fund Shares
Industrial Development and Pollution Control Bonds
Interfund Borrowing and Lending Program
Investment Companies and Other Pooled Investment Vehicles
Investment-Grade Bonds
Mortgage-Backed Securities
Municipal Leases, Certificates of Participation and Other Participation
Interests
Municipal Securities
Obligations of Banks and Other Financial Institutions
Private Activity Bonds
Put Bonds
Repurchase Agreements
Short Sales
Short-Term Securities
Tax-Exempt Commercial Paper
Tax Exempt Pass-Through Securities
Tender Option Bond Transactions
Third Party Puts
US Government Securities
Variable and Floating Rate Instruments
When-Issued and Delayed-Delivery Securities
Yields and Ratings
Zero Coupon Securities and Deferred Interest Bonds
I-22
PART I: APPENDIX I-J - ADDITIONAL INFORMATION
FUND CLASS CUSIP NUMBER
Deutsche Short-Term Municipal Bond Fund Class A 25158T863
Fiscal Year End: 10/31 Class B 25158T871
Class C 25158T889
Institutional Class 25158T830
Class S 25158T806
I-23
STATEMENT OF ADDITIONAL INFORMATION (SAI) - PART II
PAGE
Part II................................................................................... II-1
Management of the Funds................................................................. II-1
Board Members.......................................................................... II-6
Fund Organization....................................................................... II-9
Purchase and Redemption of Shares....................................................... II-16
Purchases.............................................................................. II-17
Redemptions............................................................................ II-22
Distribution and Service Agreements and Plans........................................... II-31
Investments............................................................................. II-37
Investments, Practices and Techniques, and Risks....................................... II-37
Portfolio Transactions.................................................................. II-37
Portfolio Holdings Information.......................................................... II-39
Net Asset Value......................................................................... II-40
Proxy Voting Policy and Guidelines...................................................... II-44
Miscellaneous........................................................................... II-44
Ratings Of Investments.................................................................. II-45
Part II: Appendix II-A - Board Members and Officers..................................... II-51
Part II: Appendix II-B - Portfolio Management Compensation.............................. II-57
Part II: Appendix II-C - Fee Rates of Service Providers................................. II-67
Part II: Appendix II-D - Financial Services Firms' Compensation......................... II-79
Part II: Appendix II-E - Firms With Which Deutsche Asset Management Has Revenue Sharing II-83
Arrangements
Part II: Appendix II-F - Class A Sales Charge Schedule.................................. II-86
Part II: Appendix II-G - Investments, Practices and Techniques, and Risks............... II-88
Part II: Appendix II-H - Taxes.......................................................... II-149
Part II: Appendix II-I - Proxy Voting Policy and Guidelines............................. II-175
PART II
Part II of this SAI includes policies, investment techniques and information
that apply to the Deutsche funds. Unless otherwise noted, the use of the term
"fund" applies to all Deutsche funds.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISOR. Deutsche Investment Management Americas Inc. (DIMA or the
Advisor), with headquarters at 345 Park Avenue, New York, NY 10154, is the
investment advisor for the fund. Under the oversight of the Board, the Advisor
makes investment decisions, buys and sells securities for the fund and conducts
research that leads to these purchase and sale decisions. The Advisor is an
indirect, wholly owned subsidiary of Deutsche Bank AG. Deutsche Bank AG is a
major global banking institution that is engaged in a wide range of financial
services, including investment management, mutual funds, retail, private and
commercial banking, investment banking and insurance. The Advisor and its
predecessors have more than 80 years of experience managing mutual funds and
provide a full range of global investment advisory services to institutional
and retail clients.
Deutsche Asset Management represents the asset management activities conducted
by Deutsche Bank AG or any of its subsidiaries, including the Advisor and DeAWM
Distributors, Inc. (DDI or the Distributor). Deutsche Asset Management is a
global organization that offers a wide range of investing expertise and
resources, including hundreds of portfolio managers and analysts and an office
network that reaches the world's major investment centers. This well-resourced
global investment platform brings together a wide variety of experience and
investment insight across industries, regions, asset classes and investing
styles.
The Advisor and its affiliates may utilize the resources of Deutsche Asset
Management's global investment platform to provide investment management
services through branch offices or affiliates located outside the US. In some
cases, the Advisor and its affiliates may also utilize Deutsche Asset
Management's branch offices or affiliates located in the US or outside the US
to perform certain services, such as trade execution, trade matching and
settlement, or various administrative, back-office or other services. The
delegation of trade execution, trade matching and settlement services to
Deutsche Asset Management's branch offices or affiliates will not result in
additional fees for a fund or a fund's shareholders. The branch offices or
affiliates receive a flat fee for their trade routing services, payable by the
Advisor, and do not have authority to select portfolio investments or otherwise
provide advice to a fund. Deutsche Asset Management's branch offices or
affiliates may have discretion to select intermediaries to execute trades and
to aggregate trade orders for a fund with those of other Deutsche funds as well
as non-Deutsche funds clients. The delegation of trade execution, trade
matching and settlement services to Deutsche Asset Management's branch offices
or affiliates may result in certain cost savings for the Advisor and its
affiliates through consolidation of functions and, as a result, may create a
conflict of interest between the Advisor and its affiliates and a fund. To the
extent services are performed outside the US, such activity may be subject to
both US and foreign regulation. It is possible that the jurisdiction in which
the Advisor or its affiliate performs such services may impose restrictions or
limitations on portfolio transactions that are different from, and in addition
to, those that apply in the US.
In some instances, the investments for a fund may be managed by the same
individuals who manage one or more other mutual funds advised by DIMA that have
similar names, objectives and investment styles. A fund may differ from these
other mutual funds in size, cash flow patterns, distribution arrangements,
expenses and tax matters. Accordingly, the holdings and performance of a fund
may be expected to vary from those of other mutual funds.
Certain investments may be appropriate for a fund and also for other clients
advised by DIMA. Investment decisions for a fund and other clients are made
with a view to achieving their respective investment objectives and after
consideration of such factors as their current holdings, availability of cash
for investment and the size of their investments generally. Frequently, a
particular security may be bought or sold for only one client or in different
amounts and at different times for more than one but less than all clients.
Likewise, a particular security may be bought for one or more clients when one
or more other clients are selling the security. In addition, purchases or sales
of the same security may be made for two or more clients on the same day. In
such event, such transactions will be allocated among the clients in a manner
believed by DIMA to be equitable to each. In some cases, this procedure could
have an adverse effect on the price or amount of the securities purchased or
sold by a fund.
II-1
Purchase and sale orders for a fund may be combined with those of other clients
of DIMA in the interest of achieving the most favorable net results to a fund.
DIMA, its parent or its subsidiaries, or affiliates may have deposit, loan and
other commercial banking relationships with the issuers of obligations which
may be purchased on behalf of a fund, including outstanding loans to such
issuers which could be repaid in whole or in part with the proceeds of
securities so purchased. Such affiliates deal, trade and invest for their own
accounts in such obligations and are among the leading dealers of various types
of such obligations. DIMA has informed a fund that, in making its investment
decisions, it does not obtain or use material inside information in its
possession or in the possession of any of its affiliates. In making investment
recommendations for a fund, DIMA will not inquire or take into consideration
whether an issuer of securities proposed for purchase or sale by a fund is a
customer of DIMA, its parent or its subsidiaries or affiliates. Also, in
dealing with its customers, the Advisor, its parent, subsidiaries, and
affiliates will not inquire or take into consideration whether securities of
such customers are held by any fund managed by DIMA or any such affiliate.
Officers and employees of the Advisor from time to time may have transactions
with various banks, including a fund's custodian bank. It is the Advisor's
opinion that the terms and conditions of those transactions which have occurred
were not influenced by existing or potential custodial or other fund
relationships.
From time to time, DIMA, Deutsche Bank AG or their affiliates may at their sole
discretion invest their own assets in shares of a fund for such purposes it
deems appropriate, including investments designed to assist in the management
of a fund. Any such investment may be hedged by DIMA, Deutsche Bank AG or their
affiliates and, in that event, the return on such investment, net of the effect
of the hedge, would be expected to differ from the return of a fund. DIMA,
Deutsche Bank AG or their affiliates have no obligation to make any investment
in a fund and the amount of any such investment may or may not be significant
in comparison to the level of assets of a fund. In the event that such an
investment is made, except as otherwise required under the 1940 Act, DIMA,
Deutsche Bank AG or their affiliates would be permitted to redeem the
investment at such time that they deem appropriate.
CROCI (Reg. TM) INVESTMENT STRATEGY AND VALUATION GROUP (APPLICABLE ONLY TO
THOSE FUNDS THAT EMPLOY A CROCI (Reg. TM) STRATEGY). The CROCI (Reg. TM)
Investment Strategy and Valuation Group is part of Deutsche Asset Management, a
division of the Deutsche Bank Group. Prior to October 15, 2013 it was part of
the DB Research Group. The CROCI (Reg. TM) Investment Strategy and Valuation
Group is responsible for devising the CROCI (Reg. TM) strategy and calculating
the CROCI (Reg. TM) Economic P/E Ratios. The CROCI (Reg. TM) Investment
Strategy and Valuation Group is not responsible for the management of the funds
and does not act in a fiduciary capacity in relation to the funds or the
investors in the funds.
The calculation of the CROCI (Reg. TM) Economic P/E Ratios is determined by the
CROCI (Reg. TM) Investment Strategy and Valuation Group using publicly
available information. This publicly available information is adjusted on
rules-based assumptions made by the CROCI (Reg. TM) Investment and Valuation
Group that, subsequently, may prove not to have been correct. As CROCI (Reg.
TM)Economic P/Es Ratios are calculated using historical information, there can
be no guarantee of the future performance of the CROCI (Reg. TM) strategy.
TERMS OF THE INVESTMENT MANAGEMENT AGREEMENTS. Pursuant to the applicable
Investment Management Agreement, DIMA provides continuing investment management
of the assets of a fund. In addition to the investment management of the assets
of a fund, the Advisor determines the investments to be made for each fund,
including what portion of its assets remain uninvested in cash or cash
equivalents, and with whom the orders for investments are placed, consistent
with a fund's policies as stated in its prospectus and SAI, or as adopted by a
fund's Board. DIMA will also monitor, to the extent not monitored by a fund's
administrator or other agent, a fund's compliance with its investment and tax
guidelines and other compliance policies.
DIMA provides assistance to a fund's Board in valuing the securities and other
instruments held by a fund, to the extent reasonably required by valuation
policies and procedures that may be adopted by a fund.
Pursuant to the Investment Management Agreement, (unless otherwise provided in
the agreement or as determined by a fund's Board and to the extent permitted by
applicable law), DIMA pays the compensation and expenses of all the Board
members, officers, and executive employees of a fund, including a fund's share
of payroll taxes, who are affiliated persons of DIMA.
The Investment Management Agreement provides that a fund, except as noted
below, is generally responsible for expenses that include, but are not limited
to: fees
II-2
payable to the Advisor; outside legal, accounting or auditing expenses,
including with respect to expenses related to negotiation, acquisition or
distribution of portfolio investments; maintenance of books and records that
are maintained by a fund, a fund's custodian, or other agents of a fund; taxes
and governmental fees; fees and expenses of a fund's accounting agent,
custodian, sub-custodians, depositories, transfer agents, dividend reimbursing
agents and registrars; payment for portfolio pricing or valuation services to
pricing agents, accountants, bankers and other specialists, if any; brokerage
commissions or other costs of acquiring or disposing of any portfolio
securities or other instruments of a fund; and litigation expenses and other
extraordinary expenses not incurred in the ordinary course of a fund's
business.
DIMA may enter into arrangements with affiliates and third party service
providers to perform various administrative, back-office and other services.
Such service providers may be located in the US or in non-US jurisdictions. The
costs and expenses of such arrangements are generally borne by DIMA, not by a
fund.
Shareholders are not parties to, or intended (or "third party") beneficiaries
of the Investment Management Agreement, and the Investment Management Agreement
is not intended to create in any shareholder any right to enforce it or to seek
any remedy under it, either directly or on behalf of a fund.
For Deutsche Latin America Equity Fund, in rendering investment advisory
services, DIMA may use the resources of one or more foreign (non-US) affiliates
(the DIMA Overseas Affiliates) that are not registered under the Investment
Advisers Act of 1940, as amended (the Advisers Act), to provide portfolio
management and research services to the fund. Under a Participating Affiliates
Agreement, a DIMA Overseas Affiliate may be considered a Participating
Affiliate of DIMA as that term is used in relief granted by the staff of the
SEC allowing US-registered advisers to use investment advisory and trading
resources of unregistered advisory affiliates subject to the regulatory
supervision of the registered adviser. Each Participating Affiliate and any of
their respective employees who provide services to the fund are considered
under a Participating Affiliate Agreement to be an "associated person" of DIMA
as that term is defined in the Advisers Act for purposes of DIMA's required
supervision. Deutsche Bank S.A. - Banco Alemao (DB Brazil) is a Participating
Affiliate of DIMA. DB Brazil has appointed DIMA to act as its resident agent
for service of process in the US.
For Deutsche Mid Cap Value Fund, Deutsche Small Cap Value Fund and Deutsche
CROCI (Reg. TM) Equity Dividend Fund, the Investment Management Agreement also
provides that DIMA shall render administrative services (not otherwise provided
by third parties) necessary for a fund's operation as an open-end investment
company including, but not limited to, preparing reports and notices to the
Board and shareholders; supervising, negotiating contractual arrangements with,
and monitoring various third-party service providers to the Registrant (such as
the Registrant's transfer agent, pricing agents, custodian, accountants and
others); preparing and making filings with the SEC and other regulatory
agencies; assisting in the preparation and filing of the Registrant's federal,
state and local tax returns; preparing and filing the Registrant's federal
excise tax returns; assisting with investor and public relations matters;
monitoring the valuation of securities and the calculation of net asset value;
monitoring the registration of shares of the Registrant under applicable
federal and state securities laws; maintaining the Registrant's books and
records to the extent not otherwise maintained by a third party; assisting in
establishing accounting policies of the Registrant; assisting in the resolution
of accounting and legal issues; establishing and monitoring the Registrant's
operating budget; processing the payment of the Registrant's bills; assisting
the Registrant in, and otherwise arranging for, the payment of distributions
and dividends; and otherwise assisting the Registrant in the conduct of its
business, subject to the direction and control of the Board.
On behalf of Deutsche Mid Cap Value Fund, Deutsche Small Cap Value Fund and
Deutsche CROCI (Reg. TM) Equity Dividend Fund, pursuant to a sub-administration
agreement between DIMA and State Street Bank & Trust Company (SSB), DIMA has
delegated certain administrative functions for each of these funds to SSB under
the Investment Management Agreement. The costs and expenses of such delegation
are borne by DIMA, not by a fund.
The Investment Management Agreement allows DIMA to delegate any of its duties
under the Investment Management Agreement to a sub-advisor, subject to a
majority vote of the Board, including a majority of the Board who are not
interested persons of a fund, and, if required by applicable law, subject to a
majority vote of a fund's shareholders.
The Investment Management Agreement provides that DIMA shall not be liable for
any error of judgment or mistake of law or for any loss suffered by a fund in
connection with matters to which the agreement relates,
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except a loss resulting from willful malfeasance, bad faith or gross negligence
on the part of DIMA in the performance of its duties or from reckless disregard
by DIMA of its obligations and duties under the agreement. The Investment
Management Agreement may be terminated at any time, without payment of penalty,
by either party or by vote of a majority of the outstanding voting securities
of a fund on 60 days' written notice.
The Investment Management Agreement continues in effect from year to year only
if its continuance is approved annually by the vote of a majority of the Board
Members who are not parties to such agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval, and either by a vote of the Board or of a majority of the outstanding
voting securities of a fund.
Under the Investment Management Agreement, a fund, except as otherwise noted,
pays DIMA a management fee calculated daily based on the prior day's net assets
and then aggregated for a particular month. For Deutsche Mid Cap Value Fund,
Deutsche Small Cap Value Fund and Deutsche CROCI (Reg. TM) Equity Dividend
Fund, the management fee paid to DIMA is calculated and payable monthly based
on the average daily net assets for the particular month. The annual management
fee rate for each fund is set forth in PART II - APPENDIX II-C.
Under a separate agreement between Deutsche Bank AG and DWS Money Market Trust,
Deutsche Bank AG has granted a license to DWS Money Market Trust to utilize the
trademark "DWS."
SUB-ADVISORS (APPLICABLE ONLY TO THOSE FUNDS THAT HAVE SUB-ADVISORY
ARRANGEMENTS AS DESCRIBED IN PART I). Each Sub-Advisor serves as a sub-advisor
to a fund pursuant to the terms of a sub-advisory agreement between it and DIMA
(Sub-Advisory Agreement).
Atlantic Investment Management (Atlantic), 666 Fifth Avenue, New York, New
York, 10103, serves as a Sub-Advisor to a sleeve of Deutsche Strategic Equity
Long/Short Fund. Atlantic is a fundamental, value-oriented equity investment
firm founded by Alexander J. Roepers in 1988. Atlantic manages concentrated
long-only and long/short equity portfolios and has been a Registered Investment
Adviser since 2006.
Chilton Investment Company, LLC (Chilton), located at 1290 East Main Street,
Floor 1, Stamford, Connecticut, 06902, serves as a Sub-Advisor to a sleeve of
Deutsche Strategic Equity Long/Short Fund. Chilton was founded in 1992 by
Richard L. Chilton, Jr. and is a Registered Investment Adviser. The firm
specializes in equity long/short fundamental stock selection.
Deutsche Alternative Asset Management (Global) Limited (DAAM Global), formerly
known as RREEF Global Advisors Limited (RGAL), 1 Great Winchester Street,
London, United Kingdom, EC2N 2DB, serves as a Sub-Advisor to Deutsche Emerging
Markets Equity Fund and Deutsche Emerging Markets Frontier Fund. DAAM Global is
an investment advisor registered with the SEC. In addition, DAAM Global is an
affiliate of DIMA and an indirect, wholly owned subsidiary of Deutsche Bank AG.
Deutsche Asset Management (Hong Kong) Limited (DeAM HK), Level 52,
International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, serves
as a Sub-Advisor to Deutsche Emerging Markets Equity Fund and Deutsche Emerging
Markets Frontier Fund. DeAM HK is an investment advisor registered with the
SEC. DeAM HK is an affiliate of DIMA and an indirect, wholly-owned subsidiary
of Deutsche Bank AG.
Deutsche Asset & Wealth Management International GmbH (DeAWMI), Mainzer
Landstrasse 11-17, Frankfurt am Main, Germany 60329, serves as Subadvisor to
Deutsche European Equity Fund and Deutsche Real Estate Securities Income Fund.
DeAWMI is an investment advisor registered with the SEC and is an affiliate of
DIMA and an indirect, wholly-owned subsidiary of Deutsche Bank AG.
GAM International Management Limited (GAM), 12 St. James's Place, London, UK,
SW1A1NX serves as Sub-Advisor to a sleeve of Deutsche Diversified Market
Neutral Fund. GAM is a wholly owned subsidiary of GAM (U.K.) Limited, which is
a wholly owned subsidiary of GAM Group AG, which in turn is a wholly owned
subsidiary of GAM Holding AG, an independent asset management group
headquartered in Zurich, Switzerland and is listed on the SIX Swiss Exchange.
GAM was established in 1983.
Lazard Asset Management LLC (Lazard), located at 30 Rockefeller Plaza, 55th
Floor, New York, New York, 10112, serves as Sub-Advisor to a sleeve of Deutsche
Strategic Equity Long/Short Fund. Lazard was founded in 1970.
Northern Trust Investments, Inc. (NTI) 50 South LaSalle Street, Chicago, IL
60603, serves as a Sub-Advisor of all the assets of certain funds. NTI is an
Illinois state banking corporation and an investment adviser registered under
the Investment Advisers Act of 1940, as amended. It
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primarily manages assets for institutional and individual separately managed
accounts, investment companies and bank common and collective funds. Northern
Trust Corporation is regulated by the Board of Governors of the Federal Reserve
System as a financial holding company under the US Bank Holding Company Act of
1956, as amended.
Omega Advisors, Inc. (Omega), located at 810 Seventh Avenue, 33rd Floor, New
York, New York, 10019, serves as a Sub-Advisor to a sleeve of Deutsche
Strategic Equity Long/Short Fund. Omega was founded in 1991 by Leon G.
Cooperman.
RREEF America L.L.C. (RREEF), 222 South Riverside, Chicago, Illinois 60606,
serves as a Sub-Advisor of all or a portion of the assets of certain funds.
RREEF is an investment advisor registered with the SEC. RREEF is an affiliate
of DIMA and an indirect, wholly-owned subsidiary of Deutsche Bank AG. RREEF has
provided real estate investment management services to institutional investors
since 1975 and has been an investment advisor of real estate securities since
1993.
TERMS OF THE SUB-ADVISORY AGREEMENTS. Pursuant to the terms of the applicable
Sub-Advisory Agreement, a Sub-Advisor makes the investment decisions, buys and
sells securities, and conducts the research that leads to these purchase and
sale decisions for a fund. A Sub-Advisor is also responsible for selecting
brokers and dealers to execute portfolio transactions and for negotiating
brokerage commissions and dealer charges on behalf of a fund. Under the terms
of the Sub-Advisory Agreement, a Sub-Advisor manages the investment and
reinvestment of a fund's assets and provides such investment advice, research
and assistance as DIMA may, from time to time, reasonably request.
Each Sub-Advisory Agreement provides that the Sub-Advisor will not be liable
for any error of judgment or mistake of law or for any loss suffered by a fund
in connection with matters to which the Sub-Advisory Agreement relates, except
a loss resulting from (a) the sub-advisor causing a fund to be in violation of
any applicable federal or state law, rule or regulation or any investment
policy or restriction set forth in a fund's prospectus or as may be provided in
writing by the Board or DIMA, or (b) willful misconduct, bad faith or gross
negligence on the part of the Sub-Advisor in the performance of its duties or
from reckless disregard by the Sub-Advisor of its obligations and duties under
the Sub-Advisory Agreement.
A Sub-Advisory Agreement continues from year to year only as long as such
continuance is specifically approved at least annually (a) by a majority of the
Board Members who are not parties to such agreement or interested persons of
any such party, and (b) by the shareholders or the Board of the Registrant. A
Sub-Advisory Agreement may be terminated at any time upon 60 days' written
notice by DIMA or by the Board of the Registrant or by majority vote of the
outstanding shares of a fund, and will terminate automatically upon assignment
or upon termination of a fund's Investment Management Agreement.
Under each Sub-Advisory Agreement between DIMA and a Sub-Advisor, DIMA, not a
fund, pays the Sub-Advisor a sub-advisory fee based on the percentage of the
assets overseen by the Sub-Advisor or based on a percentage of the fee received
by DIMA from a fund. The Sub-Advisor fee is paid directly by DIMA at specific
rates negotiated between DIMA and the Sub-Advisor. No fund is responsible for
paying the Sub-Advisor.
SUB-SUBADVISORS (APPLICABLE ONLY TO THOSE FUNDS THAT HAVE SUB-SUBADVISORY
ARRANGEMENTS AS DESCRIBED IN PART I). Each Sub-Subadvisor serves as a
sub-subadvisor with respect to a fund pursuant to the terms of the applicable
sub-subadvisory agreement between it and the Sub-Advisor (Sub-Subadvisory
Agreement).
Deutsche Alternative Asset Management (Global) Limited (DAAM Global), formerly
known as RREEF Global Advisors Limited (RGAL), 1 Great Winchester Street,
London, United Kingdom, EC2N 2DB, serves as Sub-Subadvisor to a fund. DAAM
Global is an investment advisor registered with the SEC. In addition, DAAM
Global is an affiliate of DIMA and an indirect, wholly owned subsidiary of
Deutsche Bank AG.
Deutsche Investments Australia Limited (DIAL), Level 16, 126 Phillip Street,
Sydney NSW 200, Australia, serves as Sub-Subadvisor to a fund. DIAL is an
investment advisor registered with the SEC. In addition, DIAL is an affiliate
of DIMA and an indirect, wholly owned subsidiary of Deutsche Bank AG.
TERMS OF THE SUB-SUBADVISORY AGREEMENTS. Pursuant to the terms of the
applicable Sub-Subadvisory Agreement and under the oversight of the Board, DIMA
and the Sub-Advisor, the Sub-Subadvisors provide investment management services
with respect to a fund's assets related to specific foreign markets and
provides such investment advice, research and assistance as the Sub-Advisor
may, from time to time, reasonably request.
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The Sub-Advisor allocates, and reallocates as it deems appropriate, each of a
fund's assets among the Sub-Subadvisors. A Sub-Subadvisor is also responsible
for selecting brokers and dealers to execute portfolio transactions and for
negotiating brokerage commissions and dealer charges on behalf of a fund. Under
the terms of the Sub-Subadvisory Agreement, a Sub-Subadvisor manages the
investment and reinvestment of a portion of a fund's assets.
Each Sub-Subadvisory Agreement provides that the Sub-Subadvisor shall not be
subject to any liability for any act or omission in the course of providing
investment management services to a fund, except a loss resulting from willful
misconduct, bad faith or gross negligence on the part of the Sub-Subadvisor in
the performance of its duties or from reckless disregard by the Sub-Subadvisor
of its obligations and duties under the Sub-Subadvisory Agreement.
A Sub-Subadvisory Agreement continues from year to year only as long as such
continuance is specifically approved at least annually (a) by a majority of the
Board Members who are not parties to such agreement or interested persons of
any such party, and (b) by the shareholders or the Board of the
Trust/Corporation. A Sub-Subadvisory Agreement may be terminated at any time
upon 60 days' written notice by the Board of the Trust/Corporation or by
majority vote of the outstanding shares of a fund, and will terminate
automatically upon assignment or upon termination of a fund's Sub-Advisory
Agreement.
Under the Sub-Subadvisory Agreements, the Sub-Advisor, not the fund, pays each
Sub-Subadvisor a sub-subadvisory fee based on the percentage of the assets
overseen by the Sub-Subadvisor from the fee received by the Sub-Advisor from
DIMA. The sub-subadvisory fee is paid directly by a Sub-Advisor at specific
rates negotiated between a Sub-Advisor and a Sub-Subadvisor. No fund is
responsible for paying a Sub-Subadvisor.
AGREEMENT TO INDEMNIFY INDEPENDENT BOARD MEMBERS FOR CERTAIN EXPENSES. In
connection with litigation or regulatory action related to possible improper
market timing or other improper trading activity or possible improper marketing
and sales activity in certain Deutsche funds (Affected Funds), DIMA has agreed
to indemnify and hold harmless the Affected Funds (Fund Indemnification
Agreement) against any and all loss, damage, liability and expense, arising
from market timing or marketing and sales matters alleged in any enforcement
actions brought by governmental authorities involving or potentially affecting
the Affected Funds or DIMA (Enforcement Actions) or that are the basis for
private actions brought by shareholders of the Affected Funds against the
Affected Funds, their directors and officers, DIMA and/or certain other parties
(Private Litigation), or any proceedings or actions that may be threatened or
commenced in the future by any person (including governmental authorities),
arising from or similar to the matters alleged in the Enforcement Actions or
Private Litigation. In recognition of its undertaking to indemnify the Affected
Funds and in light of the rebuttable presumption generally afforded to
independent directors/trustees of investment companies that they have not
engaged in disabling conduct, DIMA has also agreed, subject to applicable law
and regulation, to indemnify certain (or, with respect to certain Affected
Funds, all) of the Independent Board Members of the Affected Funds, against
certain liabilities the Independent Board Members may incur from the matters
alleged in any Enforcement Actions or Private Litigation or arising from or
similar to the matters alleged in the Enforcement Actions or Private
Litigation, and advance expenses that may be incurred by the Independent Board
Members in connection with any Enforcement Actions or Private Litigation. DIMA
is not, however, required to provide indemnification and advancement of
expenses: (1) with respect to any proceeding or action which the Affected
Funds' Board determines that the Independent Board Members ultimately would not
be entitled to indemnification or (2) for any liability of the Independent
Board Members or their shareholders to which the Independent Board Member would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the Independent Board Member's duties as a
director or trustee of the Affected Funds as determined in a final adjudication
in such action or proceeding. The estimated amount of any expenses that may be
advanced to the Independent Board Members or indemnity that may be payable
under the indemnity agreements is currently unknown. These agreements by DIMA
will survive the termination of the Investment Management Agreements between
DIMA and the Affected Funds.
BOARD MEMBERS
BOARD MEMBERS AND OFFICERS' IDENTIFICATION AND BACKGROUND. The identification
and background of the Board Members and Officers of the Registrant are set
forth in PART II - APPENDIX II-A.
BOARD COMMITTEES AND COMPENSATION. Information regarding the Committees of the
Board, as well as compensation paid to the Independent Board Members
II-6
and to Board Members who are not officers of the Registrant, for certain
specified periods, is set forth in PART I - APPENDIX I-B AND PART I - APPENDIX
I-C.
ADMINISTRATOR, FUND ACCOUNTING AGENT, TRANSFER AGENT AND SHAREHOLDER SERVICE
AGENT, AND CUSTODIAN
ADMINISTRATOR. DIMA serves as a fund's administrator pursuant to an
Administrative Services Agreement.
For its services under the Administrative Services Agreement, the Administrator
receives a fee at the rate set forth in PART II - APPENDIX II-C. The
Administrator will pay Accounting Agency fees out of the Administrative
Services fee.
Under the Administrative Services Agreement, the Administrator is obligated on
a continuous basis to provide such administrative services as the Board of a
fund reasonably deems necessary for the proper administration of a fund. The
Administrator provides a fund with personnel; arranges for the preparation and
filing of a fund's tax returns; prepares and submits reports and meeting
materials to the Board and the shareholders; prepares and files updates to a
fund's prospectus and statement of additional information as well as other
reports required to be filed by the SEC; maintains a fund's records; provides a
fund with office space, equipment and services; supervises, negotiates the
contracts of and monitors the performance of third parties contractors;
oversees the tabulation of proxies; monitors the valuation of portfolio
securities and monitors compliance with Board-approved valuation procedures;
assists in establishing the accounting and tax policies of a fund; assists in
the resolution of accounting issues that may arise with respect to a fund;
establishes and monitors a fund's operating expense budgets; reviews and
processes a fund's bills; assists in determining the amount of dividends and
distributions available to be paid by a fund, prepares and arranges dividend
notifications and provides information to agents to effect payments thereof;
provides to the Board periodic and special reports; provides assistance with
investor and public relations matters; and monitors the registration of shares
under applicable federal and state law. The Administrator also performs certain
fund accounting services under the Administrative Services Agreement.
The Administrative Services Agreement provides that the Administrator will not
be liable under the Administrative Services Agreement except for willful
misfeasance, bad faith or negligence in the performance of its duties or from
the reckless disregard by it of its duties and obligations thereunder. Pursuant
to an agreement between the Administrator and SSB, the Administrator has
delegated certain administrative functions to SSB. The costs and expenses of
such delegation are borne by the Administrator, not by a fund.
Pursuant to the Advisor's procedures, approved by the Board, proof of claim
forms are routinely filed on behalf of a fund by a third party service
provider, with certain limited exceptions. The Board receives periodic reports
regarding the implementation of these procedures. Under some circumstances, the
Advisor may decide that a fund should not participate in a class action, and
instead cause the fund to pursue alternative legal remedies. Where the rights
and interests of funds differ, the Advisor might take different approaches to
the same class action claim.
FUND ACCOUNTING AGENT. For Deutsche Mid Cap Value Fund, Deutsche CROCI (Reg.
TM) Equity Dividend Fund and Deutsche Small Cap Value Fund, DIMA, One Beacon
Street, Boston, Massachusetts 02108, is responsible for determining net asset
value per share and maintaining the portfolio and general accounting records
for a fund pursuant to a Fund Accounting Agreement. For its services under a
Fund Accounting Agreement, DIMA receives a fee at the rate set forth in PART II
- APPENDIX II-C.
Pursuant to an agreement between DIMA and SSB, DIMA has delegated certain fund
accounting functions to SSB under the Fund Accounting Agreement.
TRANSFER AGENT AND SHAREHOLDER SERVICE AGENT. DeAWM Service Company (DSC), 210
W. 10th Street, Kansas City, Missouri 64105-1614, an affiliate of the Advisor,
is each fund's transfer agent, dividend-paying agent and shareholder service
agent pursuant to a transfer agency and service agreement (Transfer Agency and
Services Agreement). Pursuant to a sub-transfer agency agreement between DSC
and DST Systems, Inc. (DST), DSC has delegated certain transfer agent, dividend
paying agent and shareholder servicing agent functions to DST. The costs and
expenses of such delegation are borne by DSC, not by a fund. For its services
under the Transfer Agency and Services Agreement, DSC receives a fee at the
rate set forth in PART II - APPENDIX II-C. Each fund, or the Advisor (including
any affiliate of the Advisor), or both, may pay unaffiliated third parties for
providing recordkeeping and other administrative services with respect to
accounts of participants in retirement plans or other beneficial owners of
shares whose interests are generally held in an omnibus account.
CUSTODIAN. Under its custody agreement with a fund, the Custodian (i) maintains
separate accounts in the name of a fund, (ii) holds and transfers portfolio
securities on
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account of a fund, (iii) accepts receipts and makes disbursements of money on
behalf of a fund, and (iv) collects and receives all income and other payments
and distributions on account of a fund's portfolio securities. The Custodian
has entered into agreements with foreign subcustodians approved by the Board
pursuant to Rule 17f-5 under the 1940 Act.
In some instances, the Custodian may use Deutsche Bank AG or its affiliates, as
subcustodian (DB Subcustodian) in certain countries. To the extent a fund holds
any securities in the countries in which the Custodian uses a DB Subcustodian
as a subcustodian, those securities will be held by DB Subcustodian as part of
a larger omnibus account in the name of the Custodian (Omnibus Account). For
its services, DB Subcustodian receives (1) an annual fee based on a percentage
of the average daily net assets of the Omnibus Account and (2) transaction
charges with respect to transactions that occur within the Omnibus Account
(e.g., foreign exchange transactions or corporate transactions). To the extent
that a DB Subcustodian receives any brokerage commissions for any transactions,
such transactions and amount of brokerage commissions paid by the fund are set
forth in PART I - APPENDIX I-H.
The Custodian's fee may be reduced by certain earnings credits in favor of a
fund.
FUND LEGAL COUNSEL. Provides legal services to the funds.
TRUSTEE/DIRECTOR LEGAL COUNSEL. Serves as legal counsel to the Independent
Board Members.
PRINCIPAL UNDERWRITER AND DISTRIBUTION AGREEMENT. Pursuant to a distribution
agreement (Distribution Agreement) with a fund, DDI, 222 South Riverside Plaza,
Chicago, Illinois 60606, an affiliate of the Advisor, is the principal
underwriter and distributor for each class of shares of a fund and acts as
agent of a fund in the continuous offering of its shares. The Distribution
Agreement remains in effect for a class from year-to-year only if its
continuance is approved for the class at least annually by a vote of the Board,
including the Board Members who are not parties to the Distribution Agreement
or interested persons of any such party.
The Distribution Agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by a
fund or by DDI upon 60 days' notice. Termination by a fund with respect to a
class may be by vote of (i) a majority of the Board Members who are not
interested persons of a fund and who have no direct or indirect financial
interest in the Distribution Agreement or any related agreement, or (ii) a
"majority of the outstanding voting securities" of the class of a fund, as
defined under the 1940 Act. All material amendments must be approved by the
Board in the manner described above with respect to the continuation of the
Distribution Agreement. The provisions concerning continuation, amendment and
termination of a Distribution Agreement are on a fund-by-fund and class-
by-class basis.
Under the Distribution Agreement, DDI uses reasonable efforts to sell shares of
a fund and may appoint various financial services firms to sell shares of a
fund. DDI bears all of its expenses of providing services pursuant to the
Distribution Agreement, including the payment of any commissions, concessions,
and distribution fees to financial services firms. A fund pays the cost of the
registration of its shares for sale under the federal securities laws and the
registration or qualification of its shares for sale under the securities laws
of the various states. A fund also pays the cost for the prospectus and
shareholder reports to be typeset and printed for existing shareholders, and
DDI, as principal underwriter, pays for the printing and distribution of copies
thereof used in connection with the offering of shares to prospective
investors. DDI also pays for supplementary sales literature and advertising
costs. DDI receives any sales charge upon the purchase of shares of a class
with an initial sales charge and pays commissions, concessions and distribution
fees to firms for the sale of a fund's shares. DDI also receives any contingent
deferred sales charges paid with respect to the redemption of any shares having
such a charge. DDI receives no compensation from a fund as principal
underwriter and distributor except with respect to certain fund classes in
amounts authorized by a Rule 12b-1 Plan adopted for a class by a fund (see
Distribution and Service Agreements and Plans).
SHAREHOLDER AND ADMINISTRATIVE SERVICES. Shareholder and administrative
services are provided to certain fund classes under a shareholder services
agreement (Services Agreement) with DDI. The Services Agreement continues in
effect for each class from year to year so long as such continuance is approved
for the class at least annually by a vote of the Board, including the Board
Members who are not interested persons of a fund and who have no direct or
indirect financial interest in the Services Agreement or in any related
agreement. The Services Agreement automatically terminates in the event of its
assignment and may be terminated for a class at any time without penalty by a
fund or by DDI upon 60 days' notice. Termination by a fund with respect to a
class may be by a vote of (i) the majority of the Board Members
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who are not interested persons of a fund and who have no direct or indirect
financial interest in the Services Agreement or in any related agreement, or
(ii) a "majority of the outstanding voting securities" of the class of such
fund, as defined under the 1940 Act. The Services Agreement may not be amended
for a class to increase materially the fee to be paid by a fund without
approval of a majority of the outstanding voting securities of such class of a
fund, and all material amendments must in any event be approved by the Board in
the manner described above with respect to the continuation of the Services
Agreement.
Under the Services Agreement, DDI provides, and may appoint various financial
services firms to provide, information and services to investors in certain
classes of a fund. Firms appointed by DDI provide such office space and
equipment, telephone facilities and personnel as is necessary or beneficial for
providing information and services to shareholders in the applicable classes of
a fund. Such services and assistance may include, but are not limited to,
establishing and maintaining accounts and records, processing purchase and
redemption transactions, answering routine inquiries regarding a fund,
providing assistance to clients in changing dividend and investment options,
account designations and addresses and such other administrative services as
may be agreed upon from time to time and permitted by applicable statute, rule
or regulation.
DDI bears all of its expenses of providing those services pursuant to the
Services Agreement, including the payment of any service fees to financial
services firms appointed by DDI to provide such services and DDI receives
compensation from a fund for its services under the Services Agreement in
amounts authorized by a Rule 12b-1 Plan adopted for a class by a fund (see
Distribution and Service Agreements and Plans).
DDI may itself provide some of the above distribution and shareholder and
administrative services and may retain any portion of the fees received under
the Distribution Agreement and/or the Services Agreement not paid to financial
services firms to compensate itself for such distribution and shareholder and
administrative functions performed for a fund. Firms to which DDI may pay
commissions, concessions, and distribution fees or service fees or other
compensation may include affiliates of DDI.
CODES OF ETHICS. Each fund, the Advisor, each fund's principal underwriter and
distributor, and, if applicable, each fund's sub-advisor(s) (and, if
applicable, sub-subadvisor(s)) have adopted codes of ethics under Rule 17j-1
under the 1940 Act. Board Members, officers of a Registrant and employees of
the Advisor and principal underwriter are permitted to make personal securities
transactions, including transactions in securities that may be purchased or
held by a fund, subject to requirements and restrictions set forth in the
applicable Code of Ethics. The Advisor's Code of Ethics contains provisions and
requirements designed to identify and address certain conflicts of interest
between personal investment activities and the interests of a fund. Among other
things, the Advisor's Code of Ethics prohibits certain types of transactions
absent prior approval, imposes time periods during which personal transactions
may not be made in certain securities, and requires the submission of duplicate
broker confirmations and quarterly reporting of securities transactions.
Additional restrictions apply to portfolio managers, traders, research analysts
and others involved in the investment advisory process. Exceptions to these and
other provisions of the Advisor's or sub-advisors Codes of Ethics may be
granted in particular circumstances after review by appropriate personnel.
FUND ORGANIZATION
FOR EACH TRUST (EXCEPT DEUTSCHE ASSET ALLOCATION TRUST, DEUTSCHE PORTFOLIO
TRUST, DEUTSCHE TAX FREE TRUST AND CASH ACCOUNT TRUST)
The Board has the authority to divide the shares of the Trust into multiple
funds by establishing and designating two or more series of the Trust. The
Board also has the authority to establish and designate two or more classes of
shares of the Trust, or of any series thereof, with variations in the relative
rights and preferences between the classes as determined by the Board; provided
that all shares of a class shall be identical with each other and with the
shares of each other class of the same series except for such variations
between the classes, including bearing different expenses, as may be authorized
by the Board and not prohibited by the 1940 Act and the rules and regulations
thereunder. All shares issued and outstanding are transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board) and
are redeemable as described in the SAI and in the prospectus. Each share has
equal rights with each other share of the same class of the fund as to voting,
dividends, exchanges, conversion features and liquidation. Shareholders are
entitled to one vote for each full share held and fractional votes for
fractional shares held.
II-9
A fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, shareholders only have the power to vote in
connection with the following matters and only to the extent and as provided in
the Declaration of Trust and as required by applicable law: (a) the election,
re-election or removal of one or more Trustees if a meeting of shareholders is
called by or at the direction of the Board for such purpose(s), provided that
the Board shall promptly call a meeting of shareholders for the purpose of
voting upon the question of removal of one or more Trustees as a result of a
request in writing by the holders of not less than 10% of the outstanding
shares of the Trust; (b) the termination of the Trust or a fund if, in either
case, the Board submits the matter to a vote of shareholders; (c) any amendment
of the Declaration of Trust that (i) would affect the rights of shareholders to
vote under the Declaration of Trust, (ii) requires shareholder approval under
applicable law or (iii) the Board submits to a vote of shareholders; and (d)
such additional matters as may be required by law or as the Board may determine
to be necessary or desirable. Shareholders also vote upon changes in
fundamental policies or restrictions.
The Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the By-laws. The By-laws of the Trust currently provide
that the presence in person or by proxy of the holders of 30% of the shares
entitled to vote at a meeting shall constitute a quorum for the transaction of
business at meetings of shareholders of the Trust (or of an individual series
or class if required to vote separately).
On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the By-laws, be voted
in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Board has
determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class;
and (b) when the Board has determined that the matter affects only the
interests of one or more series or classes, only shareholders of such series or
classes shall be entitled to vote thereon.
The Declaration of Trust provides that the Board may, in its discretion,
establish minimum investment amounts for shareholder accounts, impose fees on
accounts that do not exceed a minimum investment amount and involuntarily
redeem shares in any such account in payment of such fees. The Board, in its
sole discretion, also may cause the Trust to redeem all of the shares of the
Trust or one or more series or classes held by any shareholder for any reason,
to the extent permissible by the 1940 Act, including: (a) if the shareholder
owns shares having an aggregate net asset value of less than a specified
minimum amount; (b) if a particular shareholder's ownership of shares would
disqualify a series from being a regulated investment company; (c) upon a
shareholder's failure to provide sufficient identification to permit the Trust
to verify the shareholder's identity; (d) upon a shareholder's failure to pay
for shares or meet or maintain the qualifications for ownership of a particular
class or series of shares; (e) if the Board determines (or pursuant to policies
established by the Board it is determined) that share ownership by a particular
shareholder is not in the best interests of remaining shareholders; (f) when a
fund is requested or compelled to do so by governmental authority or applicable
law; and (g) upon a shareholder's failure to comply with a request for
information with respect to the direct or indirect ownership of shares or other
securities of the Trust. The Declaration of Trust also authorizes the Board to
terminate a fund or any class without shareholder approval, and the Trust may
suspend the right of shareholders to require the Trust to redeem shares to the
extent permissible under the 1940 Act.
The Declaration of Trust provides that, except as otherwise required by
applicable law, the Board may authorize the Trust or any series or class
thereof to merge, reorganize or consolidate with any corporation, association,
trust or series thereof (including another series or class of the Trust) or
other entity (in each case, the "Surviving Entity") or the Board may sell,
lease or exchange all or substantially all of the Trust property (or all or
substantially all of the Trust property allocated or belonging to a particular
series or class), including its good will, to any Surviving Entity, upon such
terms and conditions and for such consideration as authorized by the Board.
Such transactions may be effected through share-for-share exchanges, transfers
or sales of assets, in-kind redemptions and purchases, exchange offers or any
other method approved by the Board. The Board shall provide notice to affected
shareholders of each such transaction. The authority of the Board with respect
to the merger, reorganization or consolidation of any class of the Trust is in
addition to the authority of the Board to combine two or more classes of a
series into a single class.
Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities, which may include the
establishment of a liquidating trust or similar vehicle, and upon receipt of
such releases, indemnities and refunding agreements as they deem necessary for
their protection, the Board may distribute
II-10
the remaining Trust property or property of the series to the shareholders of
the Trust or the series involved, ratably according to the number of shares of
the Trust or such series held by the several shareholders of the Trust or such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of shares of a series involved, provided that any distribution to
the shareholders of a particular class of shares shall be made to such
shareholders pro rata in proportion to the number of shares of such class held
by each of them. The composition of any such distribution (e.g., cash,
securities or other assets) shall be determined by the Trust in its sole
discretion and may be different among shareholders (including differences among
shareholders in the same series or class).
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
a fund or a fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the fund, and the
fund may be covered by insurance which the Board considers adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which a
disclaimer is inoperative and a fund itself is unable to meet its obligations.
Cash Management Portfolio was organized as a master trust fund under the laws
of the State of New York. References to Fund and Trust in this section refer
only to a Fund that is a feeder fund in a master/feeder arrangement and the
Fund's applicable Trust. Cash Management Portfolio's Declaration of Trust
provides that the Fund and other entities investing in the Portfolio (e.g.,
other investment companies, insurance company separate accounts and common and
commingled trust funds) will each be liable for all obligations of the
Portfolio. However, the risk of the Fund incurring financial loss on account of
such liability is limited to circumstances in which both inadequate insurance
existed and the Portfolio itself was unable to meet its obligations.
Accordingly, the Trustees of the Trust believe that neither the Fund nor its
shareholders will be adversely affected by reason of the Fund's investing in
the Portfolio. Whenever the Fund is requested to vote on a matter pertaining to
the Portfolio, the Fund will vote its shares without a meeting of shareholders
of the Fund if the proposal is one, in which made with respect to the Fund,
would not require the vote of shareholders of the Fund as long as such action
is permissible under applicable statutory and regulatory requirements. In
addition, whenever the Fund is requested to vote on matters pertaining to the
fundamental policies of the Portfolio, the Trust will hold a meeting of the
Fund's shareholders and will cast its vote as instructed by the Fund's
shareholders. The percentage of the Fund's votes representing Fund shareholders
not voting will be voted by the Fund in the same proportion as the Fund
shareholders who do, in fact, vote. For all other matters requiring a vote, the
Trust will hold a meeting of shareholders of the Fund and, at the meeting of
investors in the Portfolio, the Trust will cast all of its votes in the same
proportion as the votes of the Fund's shareholders even if all Fund
shareholders did not vote. Even if the Fund votes all its shares at the
Portfolio meeting, other investors with a greater pro rata ownership of the
Portfolio could have effective voting control of the operations of the
Portfolio.
FOR DEUTSCHE ASSET ALLOCATION TRUST, DEUTSCHE PORTFOLIO TRUST AND DEUTSCHE TAX
FREE TRUST
The Board has the authority to divide the shares of the Trust into multiple
funds by establishing and designating two or more series of the Trust. The
Board also has the authority to establish and designate two or more classes of
shares of the Trust, or of any series thereof, with variations in the relative
rights and preferences between the classes as determined by the Board; provided
that all shares of a class shall be identical with each other and with the
shares of each other class of the same series except for such variations
between the classes, including bearing different expenses, as may be authorized
by the Board and not prohibited by the 1940 Act and the rules and regulations
thereunder. All shares issued and outstanding are transferable, have no
pre-emptive or conversion rights (except as may be determined by the Board) and
are redeemable as described in the SAI and in the prospectus. Each share has
equal rights with each other share of the same class of the fund as to voting,
dividends, exchanges, conversion features and liquidation. Shareholders are
entitled to one vote for each full share held and fractional votes for
fractional shares held.
A fund generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, shareholders only have the power to vote in
connection with the following matters and only to the extent and as provided in
the Declaration of Trust and as required by applicable law: (a) the election,
re-election or removal of
II-11
one or more Trustees if a meeting of shareholders is called by or at the
direction of the Board for such purpose(s), provided that the Board shall
promptly call a meeting of shareholders for the purpose of voting upon the
question of removal of one or more Trustees as a result of a request in writing
by the holders of not less than 10% of the outstanding shares of the Trust; (b)
the termination of the Trust or a fund if, in either case, the Board submits
the matter to a vote of shareholders; (c) any amendment of the Declaration of
Trust that (i) would change any right with respect to any shares of the Trust
or fund by reducing the amount payable thereon upon liquidation of the Trust or
fund or by diminishing or eliminating any voting rights pertaining thereto, in
which case the vote or consent of the holders of two-thirds of the shares of
the Trust or fund outstanding and entitled to vote would be required (ii)
requires shareholder approval under applicable law or (iii) the Board submits
to a vote of shareholders; and (d) such additional matters as may be required
by law or as the Board may determine to be necessary or desirable. Shareholders
also vote upon changes in fundamental policies or restrictions.
In addition, under the Declaration of Trust, shareholders of the Trust also
have the power to vote in connection with the following matters to the extent
and as provided in the Declaration of Trust and as required by applicable law:
(a) to the same extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or claims should or
should not be brought or maintained derivatively or as a class action on behalf
of the Trust or the shareholders; (b) with respect to any merger, consolidation
or sale of assets; (c) with respect to any investment advisory or management
contract entered into with respect to one or more funds; (d) with respect to
the incorporation of the Trust or a fund; (e) with respect to any plan adopted
pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act; and (f) with
respect to such additional matters relating to the Trust as may be required by
the Declaration of Trust, the By-laws or any registration of the Trust with the
SEC as an investment company under the 1940 Act.
The Declaration of Trust provides that shareholder meeting quorum requirements
shall be established in the By-laws. The By-laws of the Trust currently provide
that the presence in person or by proxy of the holders of 30% of the shares
entitled to vote at a meeting shall constitute a quorum for the transaction of
business at meetings of shareholders of the Trust (or of an individual series
or class if required to vote separately).
On any matter submitted to a vote of shareholders, all shares of the Trust
entitled to vote shall, except as otherwise provided in the By-laws, be voted
in the aggregate as a single class without regard to series or classes of
shares, except (a) when required by applicable law or when the Board has
determined that the matter affects one or more series or classes of shares
materially differently, shares shall be voted by individual series or class;
and (b) when the Board has determined that the matter affects only the
interests of one or more series or classes, only shareholders of such series or
classes shall be entitled to vote thereon.
The Declaration of Trust provides that the Board may, in its discretion,
establish minimum investment amounts for shareholder accounts, impose fees on
accounts that do not exceed a minimum investment amount and involuntarily
redeem shares in any such account in payment of such fees. The Board, in its
sole discretion, also may cause the Trust to redeem all of the shares of the
Trust or one or more series or classes held by any shareholder for any reason,
to the extent permissible by the 1940 Act, including: (a) if the shareholder
owns shares having an aggregate net asset value of less than a specified
minimum amount; (b) if a particular shareholder's ownership of shares would
disqualify a series from being a regulated investment company; (c) upon a
shareholder's failure to provide sufficient identification to permit the Trust
to verify the shareholder's identity; (d) upon a shareholder's failure to pay
for shares or meet or maintain the qualifications for ownership of a particular
class or series of shares; (e) if the Board determines (or pursuant to policies
established by the Board it is determined) that share ownership by a particular
shareholder is not in the best interests of remaining shareholders; (f) when a
fund is requested or compelled to do so by governmental authority or applicable
law; and (g) upon a shareholder's failure to comply with a request for
information with respect to the direct or indirect ownership of shares or other
securities of the Trust. The Declaration of Trust also authorizes the Board to
terminate a fund or any class without shareholder approval, and the Trust may
suspend the right of shareholders to require the Trust to redeem shares to the
extent permissible under the 1940 Act.
Upon the termination of the Trust or any series, after paying or adequately
providing for the payment of all liabilities, which may include the
establishment of a liquidating trust or similar vehicle, and upon receipt of
such releases, indemnities and refunding agreements as they deem necessary for
their protection, the Board may distribute the remaining Trust property or
property of the series to
II-12
the shareholders of the Trust or the series involved, ratably according to the
number of shares of the Trust or such series held by the several shareholders
of the Trust or such series on the date of termination, except to the extent
otherwise required or permitted by the preferences and special or relative
rights and privileges of any classes of shares of a series involved, provided
that any distribution to the shareholders of a particular class of shares shall
be made to such shareholders pro rata in proportion to the number of shares of
such class held by each of them. The composition of any such distribution
(e.g., cash, securities or other assets) shall be determined by the Trust in
its sole discretion and may be different among shareholders (including
differences among shareholders in the same series or class).
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of a
fund. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the fund and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
a fund or a fund's trustees. Moreover, the Declaration of Trust provides for
indemnification out of fund property for all losses and expenses of any
shareholder held personally liable for the obligations of the fund and the fund
may be covered by insurance which the Board considers adequate to cover
foreseeable tort claims. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which a
disclaimer is inoperative and a fund itself is unable to meet its obligations.
FOR CASH ACCOUNT TRUST
The Board Members have the authority to create additional funds and to
designate the relative rights and preferences as between the different funds.
The Board Members also may authorize the division of shares of a fund into
different classes, which may bear different expenses. All shares issued and
outstanding are fully paid and non-assessable, transferable, have no
pre-emptive or conversion rights and are redeemable as described in the funds'
prospectuses and SAIs. Each share has equal rights with each other share of the
same class of the fund as to voting, dividends, exchanges, conversion features
and liquidation. Shareholders are entitled to one vote for each full share held
and fractional votes for fractional shares held. The Board Members may also
terminate any fund or class by notice to the shareholders without shareholder
approval.
The Trust generally is not required to hold meetings of its shareholders. Under
the Declaration of Trust, however, shareholder meetings will be held in
connection with the following matters: (a) the election or removal of Board
Members if a meeting is called for such purpose; (b) the adoption of any
contract for which shareholder approval is required by the 1940 Act; (c) any
termination or reorganization of the Trust to the extent and as provided in the
Declaration of Trust; (d) any amendment of the Declaration of Trust (other than
amendments changing the name of the Trust or any fund, establishing a fund,
supplying any omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision thereof); and (e) such
additional matters as may be required by law, the Declaration of Trust, the
By-laws of the Trust, or any registration of the Trust with the Securities and
Exchange Commission or any state, or as the Board Members may consider
necessary or desirable. The shareholders also would vote upon changes in
fundamental investment objectives, policies or restrictions.
Subject to the Declaration of Trust, shareholders may remove Board Members.
Each Board Member serves until the next meeting of shareholders, if any, called
for the purpose of electing Board Members and until the election and
qualification of a successor or until such Board Member sooner dies, resigns,
retires or is removed by a majority vote of the shares entitled to vote (as
described below) or a majority of the Board Members. In accordance with the
1940 Act (a) the Trust will hold a shareholder meeting for the election of
Board Members at such time as less than a majority of the Board Members have
been elected by shareholders, and (b) if, as a result of a vacancy in the
Board, less than two-thirds of the Board Members have been elected by the
shareholders, that vacancy will be filled only by a vote of the shareholders.
The Declaration of Trust provides that obligations of the Trust are not binding
upon the Board Members individually but only upon the property of the Trust,
that the Board Members and officers will not be liable for errors of judgment
or mistakes of fact or law, and that a Trust will indemnify its Board Members
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with a Trust
except if it is determined in the manner provided in the Declaration of Trust
that they have not acted in good faith in the reasonable belief that their
actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust protects or indemnifies a Board Member or officer against
any liability to which he would
II-13
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of
their office.
Board Members may be removed from office by a vote of the holders of a majority
of the outstanding shares at a meeting called for that purpose, which meeting
shall be held upon the written request of the holders of not less than 10% of
the outstanding shares. Upon the written request of ten or more shareholders
who have been such for at least six months and who hold shares constituting at
least 1% of the outstanding shares of the Trust stating that such shareholders
wish to communicate with the other shareholders for the purpose of obtaining
the signatures necessary to demand a meeting to consider removal of a trustee,
the Trust has undertaken to disseminate appropriate materials at the expense of
the requesting shareholders.
The Declaration of Trust provides that the presence at a shareholder meeting in
person or by proxy of at least 30% of the shares entitled to vote on a matter
shall constitute a quorum. Thus, a meeting of shareholders of a fund could take
place even if less than a majority of the shareholders were represented on its
scheduled date. Shareholders would in such a case be permitted to take action
which does not require a larger vote than a majority of a quorum, such as the
election of Board Members and ratification of the selection of auditors. Some
matters requiring a larger vote under the Declaration of Trust, such as
termination or reorganization of a fund and certain amendments of the
Declaration of Trust, would not be affected by this provision; nor would
matters which under the 1940 Act require the vote of a "majority of the
outstanding voting securities" as defined in the 1940 Act.
The Declaration of Trust specifically authorizes the Board to terminate the
Trust (or any fund or class) by notice to the shareholders without shareholder
approval.
Under Massachusetts law, shareholders of a Massachusetts business trust could,
under certain circumstances, be held personally liable for obligations of the
Trust. The Declaration of Trust, however, disclaims shareholder liability for
acts or obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
the Trust or the Board Members. Moreover, the Declaration of Trust provides for
indemnification out of Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust and the
Trust may be covered by insurance. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is considered by the Advisor
remote and not material, since it is limited to circumstances in which a
disclaimer is inoperative and the Trust itself is unable to meet its
obligations.
FOR EACH CORPORATION (EXCEPT DEUTSCHE VALUE SERIES, INC.)
All shares issued and outstanding are fully paid and non-assessable,
transferable, have no pre-emptive rights (except as may be determined by the
Board of Directors) or conversion rights (except as described below) and are
redeemable as described in the SAI and in each fund's prospectus. Each share
has equal rights with each other share of the same class of a fund as to
voting, dividends, exchanges and liquidation. Shareholders are entitled to one
vote for each share held and fractional votes for fractional shares held.
The Board of Directors may determine that shares of a fund or a class of a fund
shall be automatically converted into shares of another fund of the Corporation
or of another class of the same or another fund based on the relative net
assets of such fund or class at the time of conversion. The Board of Directors
may also provide that the holders of shares of a fund or a class of a fund
shall have the right to convert or exchange their shares into shares of one or
more other funds or classes on terms established by the Board of Directors.
Each share of the Corporation may be subject to such sales loads or charges,
expenses and fees, account size requirements, and other rights and provisions,
which may be the same or different from any other share of the Corporation or
any other share of any fund or class of a fund (including shares of the same
fund or class as the share), as the Board of Directors may establish or change
from time to time and to the extent permitted under the 1940 Act.
The Corporation is not required to hold an annual meeting of shareholders in
any year in which the election of Directors is not required by the 1940 Act. If
a meeting of shareholders of the Corporation is required by the 1940 Act to
take action on the election of Directors, then an annual meeting shall be held
to elect Directors and take such other action as may come before the meeting.
Special meetings of the shareholders of the Corporation, or of the shareholders
of one or more funds or classes thereof, for any purpose or purposes, may be
called at any time by the Board of Directors or by the
II-14
President, and shall be called by the President or Secretary at the request in
writing of shareholders entitled to cast a majority of the votes entitled to be
cast at the meeting.
Except as provided in the 1940 Act, the presence in person or by proxy of the
holders of one-third of the shares entitled to vote at a meeting shall
constitute a quorum for the transaction of business at meetings of shareholders
of the Corporation or of a fund or class.
On any matter submitted to a vote of shareholders, all shares of the
Corporation entitled to vote shall be voted in the aggregate as a single class
without regard to series or classes of shares, provided, however, that (a) when
applicable law requires that one or more series or classes vote separately,
such series or classes shall vote separately and, subject to (b) below, all
other series or classes shall vote in the aggregate; and (b) when the Board of
Directors determines that a matter does not affect the interests of a
particular series or class, such series or class shall not be entitled to any
vote and only the shares of the affected series or classes shall be entitled to
vote.
Notwithstanding any provision of Maryland corporate law requiring authorization
of any action by a greater proportion than a majority of the total number of
shares entitled to vote on a matter, such action shall be effective if
authorized by the majority vote of the outstanding shares entitled to vote.
Subject to the requirements of applicable law and any procedures adopted by the
Board of Directors from time to time, the holders of shares of the Corporation
or any one or more series or classes thereof may take action or consent to any
action by delivering a consent, in writing or by electronic transmission, of
the holders entitled to cast not less than the minimum number of votes that
would be necessary to authorize or take the action at a formal meeting.
The Articles of Incorporation provide that the Board of Directors may, in its
discretion, establish minimum investment amounts for shareholder accounts,
impose fees on accounts that do not exceed a minimum investment amount and
involuntarily redeem shares in any such account in payment of such fees. The
Board of Directors, in its sole discretion, also may cause the Corporation to
redeem all of the shares of the Corporation or one or more series or classes
held by any shareholder for any reason, to the extent permissible by the 1940
Act, including: (a) if the shareholder owns shares having an aggregate net
asset value of less than a specified minimum amount; (b) if the shareholder's
ownership of shares would disqualify a series from being a regulated investment
company; (c) upon a shareholder's failure to provide sufficient identification
to permit the Corporation to verify the shareholder's identity; (d) upon a
shareholder's failure to pay for shares or meet or maintain the qualifications
for ownership of a particular series or class; (e) if the Board of Directors
determines (or pursuant to policies established by the Board of Directors it is
determined) that share ownership by a shareholder is not in the best interests
of the remaining shareholders; (f) when the Corporation is requested or
compelled to do so by governmental authority or applicable law; or (g) upon a
shareholder's failure to comply with a request for information with respect to
the direct or indirect ownership of shares of the Corporation. By redeeming
shares the Corporation may terminate a fund or any class without shareholder
approval, and the Corporation may suspend the right of shareholders to require
the Corporation to redeem shares to the extent permissible under the 1940 Act.
Except as otherwise permitted by the Articles of Incorporation, upon
liquidation or termination of a fund or class, shareholders of such fund or
class of such fund shall be entitled to receive, pro rata in proportion to the
number of shares of such fund or class held by each of them, a share of the net
assets of such fund or class, and the holders of shares of any other particular
fund or class shall not be entitled to any such distribution, provided,
however, that the composition of any such payment (e.g., cash, securities
and/or other assets) to any shareholder shall be determined by the Corporation
in its sole discretion, and may be different among shareholders (including
differences among shareholders in the same fund or class).
FOR DEUTSCHE VALUE SERIES, INC.
All shares issued and outstanding are fully paid and non-assessable,
transferable, have no pre-emptive rights (except as may be determined by the
Board of Directors) or conversion rights (except as described below) and are
redeemable as described in the SAI and in each fund's prospectus. Each share
has equal rights with each other share of the same class of a fund as to
voting, dividends, exchanges and liquidation. Shareholders are entitled to one
vote for each share held and fractional votes for fractional shares held.
The Board of Directors may provide that the holders of shares of a fund or a
class of a fund shall have the right to convert or exchange their shares into
shares of one or more other funds or classes on terms established by the Board
of Directors.
II-15
Each share of the Corporation may be subject to such sales loads or charges,
expenses and fees, and account size requirements as the Board of Directors may
establish or change from time to time and to the extent permitted under the
1940 Act.
The Corporation is not required to hold an annual meeting of shareholders in
any year in which the election of Directors is not required by the 1940 Act. If
a meeting of shareholders of the Corporation is required by the 1940 Act to
take action on the election of Directors, then an annual meeting shall be held
to elect Directors and take such other action as may come before the meeting.
Special meetings of the shareholders of the Corporation, or of the shareholders
of one or more funds or classes thereof, for any purpose or purposes, may be
called at any time by the Board of Directors or by the President, and shall be
called by the President or Secretary at the request in writing of shareholders
entitled to cast a majority of the votes entitled to be cast at the meeting.
Except as provided in the 1940 Act, the presence in person or by proxy of the
holders of one-third of the shares entitled to vote at a meeting shall
constitute a quorum for the transaction of business at meetings of shareholders
of the Corporation or of a fund or class.
On any matter submitted to a vote of shareholders, all shares of the
Corporation entitled to vote shall be voted in the aggregate as a single class
without regard to series or classes of shares, provided, however, that (a) when
applicable law requires that one or more series or classes vote separately,
such series or classes shall vote separately and, subject to (b) below, all
other series or classes shall vote in the aggregate; and (b) when a matter does
not affect the interests of a particular series or class, such series or class
shall not be entitled to any vote and only the shares of the affected series or
classes shall be entitled to vote.
Notwithstanding any provision of Maryland corporate law requiring authorization
of any action by a greater proportion than a majority of the total number of
shares entitled to vote on a matter, such action shall be effective if
authorized by the majority vote of the outstanding shares entitled to vote.
The Board of Directors, in its sole discretion, may cause the Corporation to
redeem all of the shares of the Corporation or one or more series or classes
held by any shareholder for any reason, to the extent permissible by the 1940
Act. By redeeming shares the Corporation may terminate a fund or any class
without shareholder approval, and the Corporation may suspend the right of
shareholders to require the Corporation to redeem shares to the extent
permissible under the 1940 Act.
Except as otherwise permitted by the Articles of Incorporation, upon
liquidation or termination of a fund or class, shareholders of such fund or
class of such fund shall be entitled to receive, pro rata in proportion to the
number of shares of such fund or class held by each of them, a share of the net
assets of such fund or class, and the holders of shares of any other particular
fund or class shall not be entitled to any such distribution.
PURCHASE AND REDEMPTION OF SHARES
GENERAL INFORMATION. Policies and procedures affecting transactions in a fund's
shares can be changed at any time without notice, subject to applicable law.
Transactions may be contingent upon proper completion of application forms and
other documents by shareholders and their receipt by a fund's agents.
Transaction delays in processing (and changing account features) due to
circumstances within or beyond the control of a fund and its agents may occur.
Shareholders (or their financial services firms) are responsible for all losses
and fees resulting from bad checks, cancelled orders or the failure to
consummate transactions effected pursuant to instructions reasonably believed
to be genuine.
A fund may suspend (in whole or in part) or terminate the offering of its
shares at any time for any reason and may limit the amount of purchases by, and
refuse to sell to, any person. During the period of such suspension, a fund may
permit certain persons (for example, persons who are already shareholders the
fund) to continue to purchase additional shares of a fund and to have dividends
reinvested.
Orders will be confirmed at a share price next calculated after receipt in good
order by DDI. Except as described below, orders received by certain dealers or
other financial services firms prior to the close of a fund's business day will
be confirmed at a price based on the net asset value determined on that day
(trade date).
USE OF FINANCIAL SERVICES FIRMS. Dealers and other financial services firms
provide varying arrangements for their clients to purchase and redeem a fund's
shares, including different minimum investments, and may assess transaction or
other fees. In addition, certain privileges with respect to the purchase and
redemption of shares or the reinvestment of dividends may not be available
through such firms. Firms may arrange with their clients
II-16
for other investment or administrative services. Such firms may independently
establish and charge additional amounts to their clients for such services.
Firms also may hold a fund's shares in nominee or street name as agent for and
on behalf of their customers. In such instances, the Shareholder Service Agent
will have no information with respect to or control over the accounts of
specific shareholders. Such shareholders may obtain access to their accounts
and information about their accounts only from their firm. Certain of these
firms may receive compensation from a fund through the Shareholder Service
Agent for record-keeping and other expenses relating to these nominee accounts.
Some firms may participate in a program allowing them access to their clients'
accounts for servicing including, without limitation, transfers of registration
and dividend payee changes; and may perform functions such as generation of
confirmation statements and disbursement of cash dividends. Such firms,
including affiliates of DDI, may receive compensation from a fund through the
Shareholder Service Agent for these services.
A fund has authorized one or more financial service institutions, including
certain members of the Financial Industry Regulatory Authority (FINRA) other
than DDI (i.e., financial institutions), to accept purchase and redemption
orders for a fund's shares. Such financial institutions may also designate
other parties, including plan administrator intermediaries, to accept purchase
and redemption orders on a fund's behalf. Orders for purchases or redemptions
will be deemed to have been received by a fund when such financial institutions
or, if applicable, their authorized designees accept the orders. Subject to the
terms of the contract between a fund and the financial institution, ordinarily
orders will be priced at a fund's net asset value next computed after
acceptance by such financial institution or its authorized designees. Further,
if purchases or redemptions of a fund's shares are arranged and settlement is
made at an investor's election through any other authorized financial
institution, that financial institution may, at its discretion, charge a fee
for that service.
TAX-SHELTERED RETIREMENT PLANS. The Shareholder Service Agent and DDI provide
retirement plan services and documents and can establish investor accounts in
any of the following types of retirement plans:
o Traditional, Roth and Education IRAs. This includes Savings Incentive
Match Plan for Employees of Small Employers (SIMPLE), Simplified Employee
Pension Plan (SEP) IRA accounts and prototype documents.
o 403(b)(7) Custodial Accounts. This type of plan is available to employees
of most non-profit organizations.
o Prototype money purchase pension and profit-sharing plans may be adopted
by employers.
Materials describing these plans as well as model defined benefit plans, target
benefit plans, 457 plans, 401(k) plans, simple 401(k) plans and materials for
establishing them are available from the Shareholder Service Agent upon
request. DDI may pay commissions to dealers and other financial services firms
in connection with shares sold to retirement plans. For further information
about such compensation, see Compensation Schedules #1 and #2 as set forth in
PART II - APPENDIX II-D. Additional fees and transaction policies and
procedures may apply to such plans. Certain funds investing in municipal
securities may not be appropriate for such Tax-Sheltered Retirement Plans.
Investors should consult their own tax advisors before establishing a
retirement plan.
PURCHASES
A fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in regard to the
purchase of certain classes of shares is only applicable to funds offering such
classes of shares. For information regarding purchases of shares of Deutsche
Variable Series I, Deutsche Variable Series II and Deutsche Investments VIT
Funds, please see VARIABLE INSURANCE FUNDS below. For information regarding
purchases of money market funds, please see MONEY MARKET FUNDS below.
PURCHASE OF CLASS A SHARES. The public offering price of Class A shares is the
net asset value plus a sales charge based on investment amount, as set forth in
the relevant prospectus and the "Class A Sales Charge Schedule" set forth in
PART II - APPENDIX II-F.
CLASS A SHARES REDUCED SALES CHARGES
QUANTITY DISCOUNTS. An investor or the investor's dealer or other financial
services firm must notify the Shareholder Service Agent or DDI whenever a
quantity discount or reduced sales charge is applicable to a purchase. In order
to qualify for a lower sales charge, all orders from an organized group will
have to be placed through a single dealer or other firm and identified as
originating from a qualifying purchaser.
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COMBINED PURCHASES. A fund's Class A shares may be purchased at the rate
applicable to the sales charge discount bracket attained by combining same day
investments in all share classes of two or more retail Deutsche funds
(excluding direct purchases of Deutsche money market funds).
CUMULATIVE DISCOUNT. Class A shares of a fund may also be purchased at the rate
applicable to the discount bracket attained by adding to the cost of shares
being purchased, the value of all share classes of retail Deutsche funds
(excluding shares in Deutsche money market funds for which a sales charge has
not previously been paid and computed at the maximum offering price at the time
of the purchase for which the discount is applicable for Class A shares)
already owned by the investor or his or her immediate family member (including
the investor's spouse or life partner and children or stepchildren age 21 or
younger).
LETTER OF INTENT. The reduced sales charges for Class A shares, as shown in the
relevant prospectus and the "Class A Sales Charge Schedule" set forth in PART
II - APPENDIX II-F, also apply to the aggregate amount of purchases of all
shares of retail Deutsche funds (excluding direct purchases of Deutsche money
market funds) made by any purchaser within a 24-month period under a written
Letter of Intent (Letter) provided to DDI. The Letter, which imposes no
obligation to purchase or sell additional Class A shares, provides for a price
adjustment depending upon the actual amount purchased within such period. The
Letter provides that the first purchase following execution of the Letter must
be at least 5% of the amount of the intended purchase, and that 5% of the
amount of the intended purchase normally will be held in escrow in the form of
shares pending completion of the intended purchase. If the total investments
under the Letter are less than the intended amount and thereby qualify only for
a higher sales charge than actually paid, the appropriate number of escrowed
shares are redeemed and the proceeds used toward satisfaction of the obligation
to pay the increased sales charge. The Letter for (i) an employer-sponsored
employee benefit plan maintained on the subaccount record keeping system
available through ADP, Inc. under an alliance between ADP, Inc. and DDI and its
affiliates; or (ii) a 403(b) plan for which ExpertPlan Inc., a subsidiary of
Ascensus, Inc. provides recordkeeping services and DeAWM Trust Company acts as
the custodian ("Deutsche AM/ExpertPlan 403(b) Plan") may have special
provisions regarding payment of any increased sales charge resulting from a
failure to complete the intended purchase under the Letter. A shareholder may
include the value (at the maximum offering price, which is determined by adding
the maximum applicable sales load charged to the net asset value) of all shares
of such Deutsche funds held of record as of the initial purchase date under the
Letter as an "accumulation credit" toward the completion of the Letter, but no
price adjustment will be made on such shares.
DEUTSCHE AM/EXPERTPLAN 403(B) PLANS. For purposes of the Combined Purchases,
Cumulative Discount and Letter of Intent features described above, Deutsche
AM/ExpertPlan 403(b) Plans may include: (a) Money Market funds as "Deutsche
funds," (b) all classes of shares of any Deutsche fund and (c) the value of any
other plan investments, such as guaranteed investment contracts and employer
stock, maintained on such subaccount record keeping system.
CLASS A NAV SALES. Class A shares may be sold at net asset value without a
sales charge to:
(1) a current or former director or trustee of Deutsche mutual funds;
(2) an employee (including the employee's spouse or life partner and
children or stepchildren age 21 or younger) of Deutsche Bank AG or its
affiliates or of a subadvisor to any fund in the Deutsche funds or of a
broker-dealer authorized to sell shares of a fund or service agents of a
fund;
(3) certain professionals who assist in the promotion of Deutsche funds
pursuant to personal services contracts with DDI, for themselves or
immediate members of their families;
(4) any trust, pension, profit-sharing or other benefit plan for only such
persons listed under the preceding paragraphs (1) and (2);
(5) persons who purchase such shares through bank trust departments that
process such trades through an automated, integrated mutual fund
clearing program provided by a third party clearing firm;
(6) selected employees (including their spouses or life partners and
children or stepchildren age 21 or younger) of banks and other financial
services firms that provide administrative services related to order
placement and payment to facilitate transactions in shares of a fund for
their clients pursuant to an agreement with DDI or one of its
affiliates. Only those employees of such banks and other firms who as
part of their usual duties provide services related to transactions in
fund shares qualify;
II-18
(7) unit investment trusts sponsored by Ranson & Associates, Inc. and
unitholders of unit investment trusts sponsored by Ranson & Associates,
Inc. or its predecessors through reinvestment programs described in the
prospectuses of such trusts that have such programs;
(8) persons who purchase such shares through certain investment advisors
registered under the Investment Advisers Act of 1940 and other financial
services firms acting solely as agent for their clients, that adhere to
certain standards established by DDI, including a requirement that such
shares be sold for the benefit of their clients participating in an
investment advisory program or agency commission program under which
such clients pay a fee to the investment advisor or other firm for
portfolio management or agency brokerage services. Such shares are sold
for investment purposes and on the condition that they will not be
resold except through redemption or repurchase by a fund;
(9) financial service firms that have entered into an agreement with DDI to
offer Class A shares through a no-load network, platform or
self-directed brokerage account that may or may not charge transaction
fees to their clients;
(10) Deutsche AM/ExpertPlan 403(b) Plans established prior to October 1,
2003, provided that the Deutsche AM/ExpertPlan 403(b) Plan is a
participant-directed plan that has not less than 200 eligible employees;
(11) investors investing $1 million or more ($250,000 or more for Deutsche
Alternative Asset Allocation Fund, Deutsche California Tax-Free Income
Fund, Deutsche Diversified Market Neutral Fund, Deutsche Global Growth
Fund, Deutsche GNMA Fund, Deutsche Intermediate Tax/AMT Free Fund,
Deutsche Large Cap Value Fund, Deutsche Managed Municipal Bond Fund,
Deutsche Massachusetts Tax-Free Fund, Deutsche New York Tax-Free Income
Fund, Deutsche Short-Term Municipal Bond Fund, Deutsche Short Duration
Fund, Deutsche Strategic High Yield Tax-Free Fund, Deutsche Select
Alternative Allocation Fund, Deutsche Strategic Government Securities
Fund, Deutsche Unconstrained Income Fund and Deutsche Ultra-Short
Duration Fund), either as a lump sum or through the Combined Purchases,
Letter of Intent and Cumulative Discount features referred to above
(collectively, the Large Order NAV Purchase Privilege). The Large Order
NAV Purchase Privilege is not available if another net asset value
purchase privilege is available;
(12) defined contribution investment only plans with a minimum of $1 million
in plan assets regardless of the amount allocated to the Deutsche funds;
For purposes of Class A sales charge waiver (12) above, "defined contribution
investment only plans" do not include SEP IRAs, SIMPLE IRAs, or Salary
Reduction Simplified Employee Pension Plans (SARSEPs).
In addition, Class A shares may be sold at net asset value without a sales
charge in connection with:
(13) the acquisition of assets or merger or consolidation with another
investment company, and under other circumstances deemed appropriate by
DDI and consistent with regulatory requirements;
(14) a direct "roll over" of a distribution from a Deutsche AM/ExpertPlan
403(b) Plan or from participants in employer sponsored employee benefit
plans maintained on the OmniPlus subaccount record keeping system made
available through ADP, Inc. under an alliance between ADP, Inc. and DDI
and its affiliates into a Deutsche AM IRA;
(15) reinvestment of fund dividends and distributions; and
(16) exchanging an investment in Class A shares of another fund in the
Deutsche funds for an investment in a fund.
Class A shares also may be purchased at net asset value without a sales charge
in any amount by members of the plaintiff class in the proceeding known as
Howard and Audrey Tabankin, et al. v. Kemper Short-Term Global Income Fund, et
al., Case No. 93 C 5231 (N.D. IL). This privilege is generally non-transferable
and continues for the lifetime of individual class members and has expired for
non-individual class members. To make a purchase at net asset value under this
privilege, the investor must, at the time of purchase, submit a written request
that the purchase be processed at net asset value pursuant to this privilege
specifically identifying the purchaser as a member of the "Tabankin Class."
Shares purchased under this privilege will be maintained in a separate account
that includes only shares purchased under this privilege. For more details
concerning this privilege, class members should refer to the Notice of (i)
Proposed
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Settlement with Defendants; and (ii) Hearing to Determine Fairness of Proposed
Settlement, dated August 31, 1995, issued in connection with the aforementioned
court proceeding. For sales of fund shares at net asset value pursuant to this
privilege, DDI may in its discretion pay dealers and other financial services
firms a concession, payable quarterly, at an annual rate of up to 0.25% of net
assets attributable to such shares maintained and serviced by the firm. A firm
becomes eligible for the concession based upon assets in accounts attributable
to shares purchased under this privilege in the month after the month of
purchase and the concession continues until terminated by DDI. The privilege of
purchasing Class A shares of a fund at net asset value under this privilege is
not available if another net asset value purchase privilege also applies.
PURCHASE OF CLASS B SHARES. Class B shares of a fund are offered at net asset
value. No initial sales charge is imposed, which allows the full amount of the
investor's purchase payment to be invested in Class B shares for his or her
account. Class B shares are subject to a contingent deferred sales charge of
4.00% that declines over time (for shares sold within six years of purchase)
and Rule 12b-1 fees, as described in the relevant prospectus (see the
discussion of Rule 12b-1 Plans under Distribution and Service Agreements and
Plans below). Class B shares automatically convert to Class A shares after six
years.
As described in the prospectus, Class B shares are closed to new purchases,
except for exchanges and the reinvestment of dividends or other distributions.
PURCHASE OF CLASS C SHARES. Class C shares of a fund are offered at net asset
value. No initial sales charge is imposed, which allows the full amount of the
investor's purchase payment to be invested in Class C shares for his or her
account. Class C shares are subject to a contingent deferred sales charge of
1.00% (for shares sold within one year of purchase) and Rule 12b-1 fees, as
described in the relevant prospectus (see the discussion of Rule 12b-1 Plans
under Distribution and Service Agreements and Plans below).
PURCHASE OF CLASS R SHARES. Class R shares of a fund are offered at net asset
value. No initial sales charge is imposed, which allows the full amount of the
investor's purchase payment to be invested in Class R shares for his or her
account. Class R shares are subject to Rule 12b-1 fees, as described in the
relevant prospectus (see the discussion of Rule 12b-1 Plans under Distribution
and Service Agreements and Plans below).
The Shareholder Service Agent monitors transactions in Class R shares to help
to ensure that investors purchasing Class R shares meet the eligibility
requirements described in the prospectus. If the Shareholder Service Agent is
unable to verify that an investor meets the eligibility requirements for Class
R, either following receipt of a completed application form within time frames
established by a fund or as part of its ongoing monitoring, the Shareholder
Service Agent may take corrective action up to and including canceling the
purchase order or redeeming the account.
PURCHASE OF CLASS R6 SHARES. Class R6 shares are generally available only to
certain retirement plans. If your plan sponsor has selected Class R6 shares as
an investment option, you may purchase Class R6 shares through your securities
dealer or any financial institution authorized to act as a shareholder
servicing agent for your plan. There is no minimum investment for Class R6
shares. Contact your securities dealer or shareholder servicing agent for
details on how to buy and sell Class R6 shares.
PURCHASE OF INSTITUTIONAL CLASS SHARES. Institutional Class shares of a fund
are offered at net asset value without a sales charge to certain eligible
investors as described in the section entitled "Buying and Selling Shares" in a
fund's prospectus.
Investors may invest in Institutional Class shares by setting up an account
directly with the Shareholder Service Agent or through an authorized service
agent. Investors who establish shareholder accounts directly with the
Shareholder Service Agent should submit purchase and redemption orders as
described in the relevant prospectus.
PURCHASE OF CLASS S. Class S shares are generally only available to new
investors through fee-based programs of investment dealers that have special
agreements with a fund's distributor, through certain group retirement plans
and through certain registered investment advisors. These dealers and advisors
typically charge ongoing fees for services they provide.
PURCHASE OF INSTITUTIONAL SHARES AND INVESTMENT CLASS SHARES (FOR DEUTSCHE
LIMITED MATURITY QUALITY INCOME FUND AND DEUTSCHE ULTRA-SHORT INVESTMENT GRADE
FUND ONLY). Shares of a fund are sold at net asset value without a sales charge
directly from a fund or through selected financial services firms, such as
broker-dealers and banks.
II-20
MULTI-CLASS SUITABILITY FOR CLASSES A, B AND C. DDI has established the
following procedures regarding the purchase of Class A, Class B and Class C
shares. Orders to purchase Class B shares of $100,000 or more and orders to
purchase Class C shares of $500,000 or more (certain funds have a $250,000
maximum for Class C purchases, see the applicable fund's prospectus) will be
declined with the exception of orders received from (i) financial
representatives acting for clients whose shares are held in an omnibus account;
and (ii) Deutsche AM/ExpertPlan 403(b) Plans. The foregoing Class C order limit
of $500,000 or more is $250,000 or more for the certain funds, see the relevant
prospectus for additional information.
The following provisions apply to Deutsche AM/ExpertPlan 403(b) Plans.
(1) Class C Share Deutsche AM/ExpertPlan 403(b) Plans. Orders to purchase
Class C shares for a Deutsche AM/ExpertPlan 403(b) Plan, regardless of
when such plan was established on the system, will be invested instead
in Class A shares at net asset value when the combined subaccount value
in Deutsche funds or other eligible assets held by the plan is
$1,000,000 or more. This provision will be imposed for the first
purchase after eligible plan assets reach the $1,000,000 threshold. A
later decline in assets below the $1,000,000 threshold will not affect
the plan's ability to continue to purchase Class A shares at net asset
value.
The procedures described above do not reflect in any way the suitability of a
particular class of shares for a particular investor and should not be relied
upon as such. A suitability determination must be made by investors with the
assistance of their financial representative.
PURCHASE PRIVILEGES FOR DEUTSCHE AM AFFILIATED INDIVIDUALS. Current or former
Board members of the Deutsche funds, employees, their spouses or life partners
and children or step-children age 21 or younger, of Deutsche Bank AG or its
affiliates or a sub-adviser to any Deutsche fund or a broker-dealer authorized
to sell shares of a fund are generally eligible to purchase shares in the class
of a fund with the lowest expense ratio, usually the Institutional Class
shares. If a fund does not offer Institutional Class shares, these individuals
are eligible to buy Class A shares at NAV. Each fund also reserves the right to
waive the minimum account balance requirement for employee and director
accounts. Fees generally charged to IRA accounts will be charged to accounts of
employees and directors.
MONEY MARKET FUNDS. Shares of a fund are sold at net asset value directly from
a fund or through selected financial services firms, such as broker-dealers and
banks. Each fund seeks to have its investment portfolio as fully invested as
possible at all times in order to achieve maximum income. Since each fund will
be investing in instruments that normally require immediate payment in Federal
Funds (monies credited to a bank's account with its regional Federal Reserve
Bank), as described in the applicable prospectus, each fund has adopted
procedures for the convenience of its shareholders and to ensure that each fund
receives investable funds.
VARIABLE INSURANCE FUNDS. Shares of Deutsche Variable Series I, Deutsche
Variable Series II and Deutsche Investments VIT Funds are continuously offered
to separate accounts of participating insurance companies at the net asset
value per share next determined after a proper purchase request has been
received by the insurance company. The insurance companies offer to variable
annuity and variable life insurance contract owners units in its separate
accounts which directly correspond to shares in a fund. Each insurance company
submits purchase and redemption orders to a fund based on allocation
instructions for premium payments, transfer instructions and surrender or
partial withdrawal requests which are furnished to the insurance company by
such contract owners. Contract owners can send such instructions and requests
to the insurance companies in accordance with procedures set forth in the
prospectus for the applicable variable insurance product offered by the
insurance company.
PURCHASES IN-KIND. A fund may, at its own option, accept securities in payment
for shares. The securities delivered in payment for shares are valued by the
method described under "Net Asset Value" as of the day a fund receives the
securities. This is a taxable transaction to the shareholder. Securities may be
accepted in payment for shares only if they are, in the judgment of the
Advisor, appropriate investments for a fund. In addition, securities accepted
in payment for shares must: (i) meet the investment objective and policies of
the acquiring fund; (ii) be acquired by the applicable fund for investment and
not for resale; (iii) be liquid securities which are not restricted as to
transfer either by law or liquidity of market; and (iv) if stock, have a value
which is readily ascertainable as evidenced by a listing on a stock exchange,
over-the-counter market or by readily available market quotations from a dealer
in such securities. The shareholder will be charged the costs associated with
receiving or delivering the securities. These costs include security
II-21
movement costs and taxes and registration costs. A fund reserves the right to
accept or reject at its own option any and all securities offered in payment
for its shares.
REDEMPTIONS
A fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in regard to the
redemption of certain classes of shares is only applicable to funds offering
such classes of shares. Please consult the prospectus for the availability of
these redemption features for a specific fund. In addition, the information
provided below does not apply to contract holders in variable insurance
products. Contract owners should consult their contract prospectuses for
applicable redemption procedures.
A request for repurchase (confirmed redemption) may be communicated by a
shareholder through a financial services firm to DDI, which firms must promptly
submit orders to be effective.
Redemption requests must be unconditional. Redemption requests (and a stock
power for certificated shares) must be duly endorsed by the account holder. As
specified in the relevant prospectus, signatures may need to be guaranteed by a
commercial bank, trust company, savings and loan association, federal savings
bank, member firm of a national securities exchange or other financial
institution permitted by SEC rule. Deutsche Asset Management accepts Medallion
Signature Guarantees. Additional documentation may be required, particularly
from institutional and fiduciary account holders, such as corporations,
custodians (e.g., under the Uniform Transfers to Minors Act), executors,
administrators, trustees or guardians.
WIRES. The ability to send wires is limited by the business hours and holidays
of the firms involved. A fund is not responsible for the efficiency of the
federal wire system or the account holder's financial services firm or bank.
The account holder is responsible for any charges imposed by the account
holder's firm or bank. To change the designated account to receive wire
redemption proceeds, send a written request to the Shareholder Service Agent
with signatures guaranteed as described above or contact the firm through which
fund shares were purchased.
SYSTEMATIC WITHDRAWAL PLAN. An owner of $5,000 or more of a class of a fund's
shares at the offering price (net asset value plus, in the case of Class A
shares, the initial sales charge) may provide for the payment from the owner's
account of any requested dollar amount to be paid to the owner or a designated
payee monthly, quarterly, semiannually or annually pursuant to a Systematic
Withdrawal Plan (the "Plan"). The $5,000 minimum account size is not applicable
to IRAs. The minimum periodic payment is $50. The maximum annual rate at which
shares subject to CDSC may be redeemed without the imposition of the CDSC is
12% of the net asset value of the account.
Non-retirement plan shareholders may establish a Plan to receive monthly,
quarterly or periodic redemptions from his or her account for any designated
amount of $50 or more. Shareholders may designate which day they want the
systematic withdrawal to be processed. If a day is not designated, the
withdrawal will be processed on the 25th day of the month to that the payee
should receive payment approximately on the first of the month. The check
amounts may be based on the redemption of a fixed dollar amount, fixed share
amount, percent of account value or declining balance. The Plan provides for
income dividends and capital gains distributions, if any, to be reinvested in
additional shares. Shares are then liquidated as necessary to provide for
withdrawal payments. Since the withdrawals are in amounts selected by the
investor and have no relationship to yield or income, payments received cannot
be considered as yield or income on the investment and the resulting
liquidations may deplete or possibly extinguish the initial investment and any
reinvested dividends and capital gains distributions. Any such requests must be
received by the Shareholder Service Agent ten days prior to the date of the
first systematic withdrawal. A Plan may be terminated at any time by the
shareholder, the Trust or its agent on written notice, and will be terminated
when all fund shares under the Plan have been liquidated or upon receipt by the
Trust of notice of death of the shareholder.
The purchase of Class A shares while participating in a Plan will ordinarily be
disadvantageous to the investor because the investor will be paying a sales
charge on the purchase of shares at the same time that the investor is
redeeming shares upon which a sales charge may have already been paid.
Therefore, an investor should consider carefully whether to make additional
investments in Class A shares if the investor is at the same time making
systematic withdrawals.
CONTINGENT DEFERRED SALES CHARGE (CDSC). The following example will illustrate
the operation of the CDSC for Class A (when applicable), Class B and Class C
shares, to the extent applicable. Assume that an investor makes a single
purchase of $10,000 of a fund's Class B shares and that 16 months later the
value of the shares has grown by $1,000 through reinvested dividends and by
II-22
an additional $1,000 of share appreciation to a total of $12,000. If the
investor were then to redeem the entire $12,000 in share value, the CDSC would
be payable only with respect to $10,000 because neither the $1,000 of
reinvested dividends nor the $1,000 of share appreciation is subject to the
charge. The charge would be at the rate of 3.00% ($300) because the redemption
was in the second year after the purchase was made.
The rate of the CDSC is determined by the length of the period of ownership.
Investments are tracked on a monthly basis. The period of ownership for this
purpose begins the first day of the month in which the order for the investment
is received. For example, an investment made in March of the year of investment
will be eligible for the second year's charge if redeemed on or after the first
day of March of the following year. In the event no specific order is requested
when redeeming shares subject to a CDSC, the redemption will be made first from
shares representing reinvested dividends and then from the earliest purchase of
shares. DDI receives any CDSC directly. The CDSC will not be imposed upon
redemption of reinvested dividends or share appreciation.
The Class A CDSC for shares purchased through the Large Order NAV Purchase
Privilege will be waived in the event of:
(1) redemptions by a participant-directed qualified retirement plan
described in Internal Revenue Code of 1986, as amended (Code) Section
401(a), a participant-directed non-qualified deferred compensation plan
described in Code Section 457 or a participant-directed qualified
retirement plan described in Code Section 403(b)(7) which is not
sponsored by a K-12 school district;
(2) redemptions by (i) employer-sponsored employee benefit plans using the
subaccount record keeping system made available through ADP, Inc. under
an alliance between ADP, Inc. and DDI and its affiliates; or (ii)
Deutsche AM/ExpertPlan 403(b) Plans;
(3) redemption of shares of a shareholder (including a registered joint
owner) who has died;
(4) redemption of shares of a shareholder (including a registered joint
owner) who after purchase of the shares being redeemed becomes totally
disabled (as evidenced by a determination by the federal Social Security
Administration);
(5) redemptions under a fund's Systematic Withdrawal Plan at a maximum of
12% per year of the net asset value of the account;
(6) redemptions for certain loan advances, hardship provisions or returns of
excess contributions from retirement plans; and
(7) for shares purchased prior to February 1, 2011, redemptions of shares
whose dealer of record at the time of the investment notified DDI that
the dealer waived the discretionary commission applicable to such Large
Order NAV Purchase.
The Class B CDSC will be waived for the circumstances set forth in items (3),
(4), (5) and (6) above for Class A shares. In addition, this CDSC will be
waived:
(a) for redemptions made pursuant to any IRA systematic withdrawal based
on the shareholder's life expectancy including, but not limited to,
substantially equal periodic payments described in Code Section
72(t)(2)(A)(iv) prior to age 59 1/2;
(b) for redemptions to satisfy required minimum distributions after age
70 1/2 from an IRA account (with the maximum amount subject to this
waiver being based only upon the shareholder's Deutsche AM IRA
accounts); and
(c) in connection with the following redemptions of shares held by
employer-sponsored employee benefit plans maintained on the
subaccount record-keeping system made available by ADP, Inc. under an
alliance between ADP, Inc. and DDI and its affiliates: (1) to satisfy
participant loan advances (note that loan repayments constitute new
purchases for purposes of the CDSC and the conversion privilege); (2) in
connection with retirement distributions (limited at any one time to 12%
of the total value of plan assets invested in a fund); (3) in connection
with distributions qualifying under the hardship provisions of the Code;
and (4) representing returns of excess contributions to such plans.
The Class C CDSC will be waived for the circumstances set forth in items (2),
(3), (4), (5) and (7) above for Class A shares and for the circumstances set
forth in items (a) and (b) above for Class B shares. In addition, this CDSC
will be waived for:
(i) redemption of shares by an employer-sponsored employee benefit plan that
offers funds in addition
II-23
to Deutsche funds and whose dealer of record has waived the advance of the
first year administrative service and distribution fees applicable to such
shares and agrees to receive such fees quarterly; and
(ii) redemption of shares purchased through a dealer-sponsored asset allocation
program maintained on an omnibus record-keeping system provided the dealer
of record had waived the advance of the first year administrative services
and distribution fees applicable to such shares and has agreed to receive
such fees quarterly.
REDEMPTIONS IN-KIND. A fund reserves the right to honor any request for
redemption or repurchase by making payment in whole or in part in readily
marketable securities. These securities will be chosen by a fund and valued as
they are for purposes of computing a fund's net asset value. A shareholder may
incur transaction expenses in converting these securities to cash. Please see
the prospectus for any requirements that may be applicable to certain funds to
provide cash up to certain amounts. For the following funds, this right may
only be exercised upon the consent of the shareholder: Government & Agency
Securities Portfolio, a series of Cash Account Trust; Cash Reserves Fund
Institutional, Deutsche Money Market Series and Daily Assets Fund, each a
series of DWS Money Market Trust; and Treasury Portfolio and Deutsche Variable
NAV Money Fund, each a series of Investors Cash Trust.
CHECKWRITING (applicable to Deutsche Short Duration Fund, Deutsche Intermediate
Tax/AMT Free Fund and Deutsche Massachusetts Tax-Free Fund only). The
Checkwriting Privilege is not offered to new investors. The Checkwriting
Privilege is available for shareholders of Deutsche Intermediate Tax/AMT Free
Fund and DWS Short Term Bond Fund (which was acquired by Deutsche Short
Duration Fund) who previously elected this privilege prior to August 19, 2002,
and to shareholders of Deutsche Massachusetts Tax-Free Fund who were
shareholders of the Scudder Massachusetts Limited Term Tax Free Fund prior to
July 31, 2000. Checks may be used to pay any person, provided that each check
is for at least $100 and not more than $5 million. By using the checks, the
shareholder will receive daily dividend credit on his or her shares until the
check has cleared the banking system. Investors who purchased shares by check
may write checks against those shares only after they have been on a fund's
book for 10 calendar days. Shareholders who use this service may also use other
redemption procedures. No shareholder may write checks against certificated
shares. A fund pays the bank charges for this service. However, each fund will
review the cost of operation periodically and reserve the right to determine if
direct charges to the persons who avail themselves of this service would be
appropriate. Each fund, State Street Bank and Trust Company and the Transfer
Agent reserve the right at any time to suspend or terminate the Checkwriting
procedure.
MONEY MARKET FUNDS ONLY
The following sections relate to certain Money Market Funds. Please consult the
prospectus for the availability of these redemption features for a specific
fund.
REDEMPTION BY CHECK/ACH DEBIT DISCLOSURE. A fund will accept Automated Clearing
House (ACH) debit entries for accounts that have elected the checkwriting
redemption privilege (see Redemptions by Draft below). Please consult the
prospectus for the availability of the checkwriting privilege for a specific
fund. An example of an ACH debit is a transaction in which you have given your
insurance company, mortgage company, credit card company, utility company,
health club, etc., the right to withdraw your monthly payment from your fund
account or the right to convert your mailed check into an ACH debit. Sometimes,
you may give a merchant from whom you wish to purchase goods the right to
convert your check to an ACH debit. You may also authorize a third party to
initiate an individual payment in a specific amount from your account by
providing your account information and authorization to such third party via
the Internet or telephone. You authorize a fund upon receipt of an ACH debit
entry referencing your account number, to redeem fund shares in your account to
pay the entry to the third party originating the debit. A fund will make the
payment on the basis of the account number that you provide to your merchant
and will not compare this account number with the name on the account. A fund,
the Shareholder Service Agent or any other person or system handling the
transaction are not required to determine if there is a discrepancy between the
name and the account number shown on the transfer instructions.
The payment of any ACH debit entry will be subject to sufficient funds being
available in the designated account; a fund will not be able to honor an ACH
debit entry if sufficient funds are not available. ACH debit entry transactions
to your fund account should not be initiated or authorized by you in amounts
exceeding the amount of Shares of a fund then in the account and available for
redemption. A fund may refuse to honor ACH debit entry transactions whenever
the right of redemption has been suspended or postponed, or whenever the
account is otherwise impaired. Your fund account statement will show any ACH
debit entries in your account; you will
II-24
not receive any other separate notice. (Merchants are permitted to convert your
checks into ACH debits only with your prior consent.)
You may authorize payment of a specific amount to be made from your account
directly by a fund to third parties on a continuing periodic basis. To arrange
for this service, you should contact the person or company you will be paying.
Any preauthorized transfers will be subject to sufficient funds being available
in the designated account. A preauthorized transfer will continue to be made
from the account in the same amount and frequency as initially established
until you terminate the preauthorized transfer instructions with the person or
company whom you have been paying. If regular preauthorized payments may vary
in amount, the person or company you are going to pay should tell you ten (10)
days before each payment will be made and how much the payment will be. If you
have told a fund in advance to make regular payments out of your account, you
may stop any of these payments by writing or calling the Shareholder Service
Agent at the address and telephone number listed in the next paragraph in time
for the Shareholder Service Agent to receive your request three (3) business
days or more before the payment is scheduled to be made. If you call, a fund
may also require that you put your request in writing so that a fund will
receive it within fourteen (14) days after you call. If you order a fund to
stop one of these payments three (3) business days or more before the transfer
is scheduled and a fund does not do so, a fund will be liable for your loss or
damages but not in an amount exceeding the amount of the payment. A stop
payment order will stop only the designated periodic payment. If you wish to
terminate the periodic preauthorized transfers, you should do so with the
person or company to whom you have been making payments.
IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ACH DEBIT ENTRY TRANSACTIONS please
telephone (see telephone number on front cover) or write (DeAWM Service
Company, P.O. Box 219151, Kansas City, MO 64121-9151) the Shareholder Service
Agent as soon as possible if you think your statement is wrong or shows an
improper transfer or if you need more information about a transfer listed on
the statement. Our business days are Monday through Friday except holidays. The
Shareholder Service Agent must hear from you no later than sixty (60) days
after a fund sent you the first fund account statement on which the problem or
error appeared. If you do not notify the Shareholder Service Agent within sixty
(60) days after a fund sends you the account statement, you may not get back
any money you have lost, and you may not get back any additional money you lose
after the sixty (60) days if a fund or the Shareholder Service Agent could have
stopped someone from taking that money if you had notified the Shareholder
Service Agent in time.
Tell us your name and account number, describe the error or the transfer you
are unsure about, and explain why you believe it is an error or why you need
more information. Tell us the dollar amount of the suspected error. If you tell
the Shareholder Service Agent orally, the Shareholder Service Agent may require
that you send your complaint or questions in writing within ten (10) business
days. The Shareholder Service Agent will determine whether an error occurred
within ten (10) business days after it hears from you and will correct any
error promptly. If the Shareholder Service Agent needs more time, however, it
may take up to forty-five (45) days (or up to ninety (90) days for certain
types of transactions) to investigate your complaint or question. If the
Shareholder Service Agent decides to do this, your account will be credited
with escrowed fund shares within ten (10) business days for the amount you
think is in error so that you will have the use of the money during the time it
takes the Shareholder Service Agent to complete its investigation. If the
Shareholder Service Agent asks you to put your complaint or questions in
writing and the Shareholder Service Agent does not receive it within ten (10)
business days, your account may not be credited. The Shareholder Service Agent
will tell you the results within three (3) business days after completing its
investigation. If the Shareholder Service Agent determines that there was no
error, the Shareholder Service Agent will send you a written explanation. You
may ask for copies of documents that were used by the Shareholder Service Agent
in the investigation.
In the event a fund or the Shareholder Service Agent does not complete a
transfer from your account on time or in the correct amount according to a
fund's agreement with you, a fund may be liable for your losses or damages. A
fund will not be liable to you if: (i) there are not sufficient funds available
in your account; (ii) circumstances beyond our control (such as fire or flood
or malfunction of equipment) prevent the transfer; (iii) you or another
shareholder have supplied a merchant with incorrect account information; or
(iv) a merchant has incorrectly formulated an ACH debit entry. In any case, a
fund's liability shall not exceed the amount of the transfer in question.
A fund or the Shareholder Service Agent will disclose information to third
parties about your account or the transfers you make: (1) where it is necessary
for completing the transfers; (2) in order to verify the existence or condition
of your account for a third party such as a
II-25
credit bureau or a merchant; (3) in order to comply with government agencies or
court orders; or (4) if you have given a fund written permission.
The acceptance and processing of ACH debit entry transactions is established
solely for your convenience and a fund reserves the right to suspend, terminate
or modify your ability to redeem fund shares by ACH debit entry transactions at
any time. ACH debit entry transactions are governed by the rules of the
National Automated Clearing House Association (NACHA) Operating Rules and any
local ACH operating rules then in effect, as well as Regulation E of the
Federal Reserve Board.
REDEMPTIONS BY DRAFT. Upon request, shareholders of certain Money Market Funds
will be provided with drafts to be drawn on a fund (Redemption Checks). Please
consult the prospectus for the availability of the checkwriting redemption
privilege for a specific Money Market Fund. These Redemption Checks may be made
payable to the order of any person for not more than $5 million. When a
Redemption Check is presented for payment, a sufficient number of full and
fractional shares in the shareholder's account will be redeemed as of the next
determined net asset value to cover the amount of the Redemption Check. This
will enable the shareholder to continue earning dividends until a fund receives
the Redemption Check. A shareholder wishing to use this method of redemption
must complete and file an Account Application which is available from a fund or
firms through which shares were purchased. Redemption Checks should not be used
to close an account since the account normally includes accrued but unpaid
dividends. A fund reserves the right to terminate or modify this privilege at
any time. This privilege may not be available through some firms that
distribute shares of a fund. In addition, firms may impose minimum balance
requirements in order to offer this feature. Firms may also impose fees to
investors for this privilege or establish variations of minimum check amounts.
Unless more than one signature is required pursuant to the Account Application,
only one signature will be required on Redemption Checks. Any change in the
signature authorization must be made by written notice to the Shareholder
Service Agent. Shares purchased by check or through certain ACH transactions
may not be redeemed by Redemption Check until the shares have been on a fund's
books for at least ten (10) days. Shareholders may not use this procedure to
redeem shares held in certificate form. A fund reserves the right to terminate
or modify this privilege at any time.
A fund may refuse to honor Redemption Checks whenever the right of redemption
has been suspended or postponed, or whenever the account is otherwise impaired.
A $10 service fee will be charged when a Redemption Check is presented to
redeem fund shares in excess of the value of a fund account or in an amount
less than the minimum Redemption Check amount specified in the prospectus; when
a Redemption Check is presented that would require redemption of shares that
were purchased by check or certain ACH transactions within ten (10) days; or
when "stop payment" of a Redemption Check is requested.
SPECIAL REDEMPTION FEATURES. Certain firms that offer Shares of the Money
Market Funds also provide special redemption features through charge or debit
cards and checks that redeem fund shares. Various firms have different charges
for their services. Shareholders should obtain information from their firm with
respect to any special redemption features, applicable charges, minimum balance
requirements and special rules of the cash management program being offered.
EXCHANGES
The exchange features may not be available to all funds. Please consult the
prospectus for the availability of exchanges for a specific fund. A fund may
offer only certain of the classes of shares referred to in the subsections
below. Thus, the information provided below in regard to the exchange of
certain classes of shares is only applicable to funds offering such classes of
shares. In addition, the information provided below does not apply to contract
holders in variable insurance products. Contract holders should consult their
contract prospectuses for applicable exchange procedures.
GENERAL. Shareholders may request a taxable exchange of their shares for shares
of the corresponding class of other Deutsche funds without imposition of a
sales charge, subject to the provisions below. If you exchange shares that have
a CDSC, the CDSC is not imposed on the exchange; however, the later redemption
of the acquired shares would be subject to the CDSC schedule of the acquired
fund (which, for Class A shares only, may differ from the schedule for a fund
you are exchanging out of), based on original cost and purchase date of the
shares you exchanged out of.
Shareholders who exchange their shares out of a Deutsche money market fund into
Class A shares of certain other Deutsche funds will generally be subject
II-26
to the applicable sales charge (not including shares acquired by dividend
reinvestment or by exchange from Class A shares of another Deutsche fund).
Certain Deutsche funds may not be available to shareholders on an exchange. To
learn more about which Deutsche funds may be available on exchange, please
contact your financial services firm or visit our Web site at:
deutschefunds.com (the Web site does not form a part of this Statement of
Additional Information) or call Deutsche Asset Management (see telephone number
on front cover).
Shareholders must obtain the prospectus of the Deutsche fund they are
exchanging into from dealers, other firms or DDI.
MULTI-CLASS CONVERSIONS. For purposes of conversion to Class A shares, shares
purchased through the reinvestment of dividends and other distributions paid
with respect to Class B shares in a shareholder's fund account will be
converted to Class A shares on a pro rata basis.
EXCHANGES INVOLVING INSTITUTIONAL SHARES. The following persons may, subject to
certain limitations, exchange the Deutsche Money Market Fund shares of Deutsche
Money Market Prime Series, for shares of the institutional class of other
Deutsche mutual funds, and may exchange shares of the institutional class of
other Deutsche funds for Deutsche Money Market Fund shares: (1) a current or
former director or trustee of Deutsche mutual funds; and (2) an employee, the
employee's spouse or life partner and children or stepchildren age 21 or
younger of Deutsche Bank or its affiliates or a subadvisor to any fund in the
Deutsche mutual funds or a broker-dealer authorized to sell shares of a fund.
COMPENSATION OF FINANCIAL INTERMEDIARIES
INCENTIVE PLAN FOR DEAWM DISTRIBUTORS, INC. PERSONNEL. DDI has adopted an
Incentive Plan (Plan) covering wholesalers that are regional vice presidents
(Deutsche AM Wholesalers). Generally, Deutsche AM Wholesalers market shares of
the Deutsche funds to financial advisors, who in turn may recommend that
investors purchase shares of a Deutsche fund. The Plan is an incentive program
that combines a monthly incentive component with an annual outperformance award
potential, based on achieving certain sales and other performance metrics.
Under the Plan, Deutsche AM Wholesalers will receive a monetary monthly
incentive based on the amount of sales generated from their marketing of the
funds, and that incentive will differ depending on the product tier of a fund.
Each fund is assigned to one of four product tiers - Tier I: cornerstone or
capital market compass funds; Tier II: core or baseline funds; Tier III:
non-core funds; and Tier IV: index or passive funds - taking into
consideration, among other things, the following criteria, where applicable:
o a fund's consistency with Deutsche Asset Management's branding and
long-term strategy
o a fund's competitive performance
o a fund's Morningstar rating
o the length of time a fund's Portfolio Managers have managed a
fund/strategy
o market size for the fund tier
o a fund's size, including sales and redemptions of a fund's shares
This information and other factors are presented to a senior management
committee comprised of representatives from various groups within Deutsche
Asset Management, who review on a regular basis the funds assigned to each
product tier described above, and may make changes to those assignments
periodically. No one factor, whether positive or negative, determines a fund's
placement in a given product tier; all these factors together are considered,
and the designation of funds in a particular tier represents management's
judgment based on the above criteria. In addition, management may consider a
fund's profile over the course of several review periods before making a change
to its tier assignment. These tier assignments will be posted quarterly to the
Deutsche funds' Web site at deutschefunds.com/EN/wholesaler-compensation.jsp,
approximately one month after the end of each quarter. Deutsche AM Wholesalers
receive the highest compensation for Tier I funds, successively less for Tier
II (within which there are two payout sub-tiers) and Tier III funds, and the
lowest for Tier IV funds. The level of compensation among these product tiers
may differ significantly.
In the normal course of business, Deutsche Asset Management will from time to
time introduce new funds into the Deutsche funds. As a general rule, new funds
will be assigned to the product tier that is most appropriate to the type of
fund at the time of its launch based on the criteria described above. As
described above, the fund tier assignments are reviewed periodically and are
subject to change.
II-27
The prospect of receiving, or the receipt of, additional compensation by a
Deutsche AM Wholesaler under the Plan may provide an incentive to favor
marketing funds in higher payout tiers over funds in lower payout tiers. The
Plan, however, will not change the price that investors pay for shares of a
fund. The Deutsche AM Compliance Department monitors Deutsche AM Wholesaler
sales and other activity in an effort to detect unusual activity in the context
of the compensation structure under the Plan. However, investors may wish to
take the Plan and the product tier of the fund into account when considering
purchasing a fund or evaluating any recommendations relating to fund shares.
FINANCIAL SERVICES FIRMS' COMPENSATION. DDI may pay compensation to financial
intermediaries in connection with the sale of fund shares as described in PART
II - APPENDIX II-D. In addition, financial intermediaries may receive
compensation for post-sale administrative services from DDI or directly from a
fund as described in PART II - APPENDIX II-D.
COMPENSATION FOR RECORDKEEPING SERVICES. Certain financial institutions,
including affiliates of DDI, may receive compensation from a fund for
recordkeeping and other expenses relating to nominee accounts or for providing
certain services to their client accounts. Generally, payments by a fund to
financial institutions for providing such services are not expected to exceed
0.25% of shareholder assets for which such services are provided. Normally,
compensation for these financial institutions is paid by the Transfer Agent,
which is in turn reimbursed by the applicable fund. To the extent that record
keeping compensation in excess of the amount reimbursed by a fund is owed to a
financial institution, the Transfer Agent, Distributor or Advisor may pay
compensation from their own resources (see Financial Intermediary Support
Payments below).
COMPENSATION FOR RECORDKEEPING SERVICES: VARIABLE INSURANCE FUNDS. Technically,
the shareholders of Deutsche Variable Series I, Deutsche Variable Series II and
Deutsche Investments VIT Funds are the participating insurance companies that
offer shares of the funds as investment options for holders of certain variable
annuity contracts and variable life insurance policies. Effectively, ownership
of fund shares is passed through to insurance company contract and policy
holders. The holders of the shares of a fund on the records of a fund are the
insurance companies and no information concerning fund holdings of specific
contract and policy holders is maintained by a fund. The insurance companies
place orders for the purchase and redemption of fund shares with a fund
reflecting the investment of premiums paid, surrender and transfer requests and
other matters on a net basis; they maintain all records of the transactions and
holdings of fund shares and distributions thereon for individual contract and
policy holders; and they prepare and mail to contract and policy holders
confirmations and periodic account statements reflecting such transactions and
holdings.
A fund may compensate certain insurance companies for record keeping and other
administrative services performed with regard to holdings of Class B shares as
an expense of the Class B shares up to 0.15%. These fees are included within
the "Other Expenses" category in the fee table for each portfolio in the Class
B Shares Prospectus (see How Much Investors Pay in the applicable fund's
prospectus). In addition, the Advisor may, from time to time, pay from its own
resources certain insurance companies for record keeping and other
administrative services related to Class A and Class B shares of the Portfolios
held by such insurance companies on behalf of their contract and policy holders
(see Financial Intermediary Support Payments below).
FINANCIAL INTERMEDIARY SUPPORT PAYMENTS (NOT APPLICABLE TO CLASS R6 SHARES). In
light of recent regulatory developments, the Advisor, the Distributor and their
affiliates have undertaken to furnish certain additional information below
regarding the level of payments made by them to selected affiliated and
unaffiliated brokers, dealers, participating insurance companies or other
financial intermediaries (financial advisors) in connection with the sale
and/or distribution of fund shares or the retention and/or servicing of
investors and fund shares (revenue sharing).
The Advisor, the Distributor and/or their affiliates may pay additional
compensation, out of their own assets and not as an additional charge to each
fund, to financial advisors in connection with the sale and/or distribution of
fund shares or the retention and/or servicing of fund investors and fund
shares. Such revenue sharing payments are in addition to any distribution or
service fees payable under any Rule 12b-1 or service plan of any fund, any
record keeping/sub-transfer agency/networking fees payable by each fund
(generally through the Distributor or an affiliate) and/or the Distributor or
Advisor to certain financial advisors for performing such services and any
sales charges, commissions, non-cash compensation arrangements expressly
permitted under applicable rules of FINRA or other concessions described in the
fee table or elsewhere in the prospectuses or the SAI as payable to all
financial advisors. For example, the Advisor, the Distributor and/or their
affiliates may compensate financial
II-28
advisors for providing each fund with "shelf space" or access to a third party
platform or fund offering list, or other marketing programs including, without
limitation, inclusion of each fund on preferred or recommended sales lists,
mutual fund "supermarket" platforms and other formal sales programs; granting
the Distributor access to the financial advisor's sales force; granting the
Distributor access to the financial advisor's conferences and meetings;
assistance in training and educating the financial advisor's personnel; and,
obtaining other forms of marketing support. The level of revenue sharing
payments made to financial advisors may be a fixed fee or based upon one or
more of the following factors: gross sales, current assets and/or number of
accounts of each fund attributable to the financial advisor, the particular
fund or fund type or other measures as agreed to by the Advisor, the
Distributor and/or their affiliates and the financial advisors or any
combination thereof. The amount of these payments is determined at the
discretion of the Advisor, the Distributor and/or their affiliates from time to
time, may be substantial, and may be different for different financial advisors
based on, for example, the nature of the services provided by the financial
advisor.
The Advisor, the Distributor and/or their affiliates currently make revenue
sharing payments from their own assets in connection with the sale and/or
distribution of Deutsche fund shares, or the retention and/or servicing of
investors, to financial advisors in amounts that generally range from 0.01% up
to 0.52% of assets of a fund serviced and maintained by the financial advisor,
0.05% to 0.25% of sales of a fund attributable to the financial advisor, a flat
fee of up to $120,000, or any combination thereof. These amounts are annual
figures typically paid on a quarterly basis and are subject to change at the
discretion of the Advisor, the Distributor and/or their affiliates. Receipt of,
or the prospect of receiving, this additional compensation, may influence your
financial advisor's recommendation of a fund or of any particular share class
of a fund. You should review your financial advisor's compensation disclosure
and/or talk to your financial advisor to obtain more information on how this
compensation may have influenced your financial advisor's recommendation of a
fund.
The Advisor, the Distributor and/or their affiliates may also make such revenue
sharing payments to financial advisors under the terms discussed above in
connection with the distribution of both Deutsche funds and non-Deutsche funds
by financial advisors to retirement plans that obtain record keeping services
from ADP, Inc. or to 403(b) plans that obtain record keeping services from
ExpertPlan, Inc., a subsidiary of Ascensus, Inc., on the Deutsche AM-branded
retirement plan platform (the Platform). The level of revenue sharing payments
is based upon sales of both the Deutsche funds and the non-Deutsche funds by
the financial advisor on the Platform or current assets of both the Deutsche
funds and the non-Deutsche funds serviced and maintained by the financial
advisor on the Platform.
As of the date hereof, each fund has been advised that the Advisor, the
Distributor and their affiliates expect that the firms listed in PART II -
APPENDIX II-E will receive revenue sharing payments at different points during
the coming year as described above.
The Advisor, the Distributor or their affiliates may enter into additional
revenue sharing arrangements or change or discontinue existing arrangements
with financial advisors at any time without notice.
The prospect of receiving, or the receipt of additional compensation or
promotional incentives described above by financial advisors may provide such
financial advisors and/or their salespersons with an incentive to favor sales
of shares of the Deutsche funds or a particular Deutsche fund over sales of
shares of mutual funds (or non-mutual fund investments) with respect to which
the financial advisor does not receive additional compensation or promotional
incentives, or receives lower levels of additional compensation or promotional
incentives. Similarly, financial advisors may receive different compensation or
incentives that may influence their recommendation of any particular share
class of a fund or of other funds. These payment arrangements, however, will
not change the price that an investor pays for fund shares or the amount that a
fund receives to invest on behalf of an investor and will not increase fund
expenses. You may wish to take such payment arrangements into account when
considering and evaluating any recommendations relating to fund shares and you
should discuss this matter with your financial advisor and review your
financial advisor's disclosures.
It is likely that broker-dealers that execute portfolio transactions for a fund
will include firms that also sell shares of the Deutsche funds to their
customers. However, the Advisor will not consider sales of Deutsche fund shares
as a factor in the selection of broker-dealers to execute portfolio
transactions for the Deutsche funds. Accordingly, the Advisor has implemented
policies and procedures reasonably designed to prevent its traders from
considering sales of Deutsche fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for a fund. In addition, the
Advisor, the Distributor
II-29
and/or their affiliates will not use fund brokerage to pay for their obligation
to provide additional compensation to financial advisors as described above.
Class R6 Shares. None of the above-described financial intermediary support
payments are made with respect to Class R6 shares. To the extent a fund makes
such payments with respect to another class of its shares, the expense is borne
by the other share class.
DIVIDENDS (FOR ALL FUNDS EXCEPT DEUTSCHE MLP & ENERGY INFRASTRUCTURE FUND AND
MONEY MARKET FUNDS). A fund, other than a money fund, intends to distribute, at
least annually: (i) substantially all of its investment company taxable income
(computed without regard to the dividends-paid deduction), which generally
includes taxable ordinary income and any excess of net realized short-term
capital gains over net realized long-term capital losses; (ii) net tax-exempt
income, if any; and (iii) the entire excess of net realized long-term capital
gains over net realized short-term capital losses. However, if a fund
determines that it is in the interest of its shareholders, a fund may decide to
retain all or part of its net realized long-term capital gains for
reinvestment, after paying the related federal taxes. In such a case,
shareholders will be treated for federal income tax purposes as having received
their share of such gains, but will then generally be able to claim a credit
against their federal income tax liability for the federal income tax a fund
pays on such gain. If a fund does not distribute the amount of ordinary income
and/or capital gain required to be distributed by an excise tax provision of
the Code, a fund may be subject to that excise tax on the undistributed
amounts. In certain circumstances, a fund may determine that it is in the
interest of shareholders to distribute less than the required amount.
A fund has a schedule for paying out any earnings to shareholders (see
Understanding Distributions and Taxes in each fund's prospectus). Additional
distributions may also be made in November or December (or treated as made on
December 31) if necessary to avoid an excise tax imposed under the Code.
Any dividends or capital gains distributions declared in October, November or
December with a record date in such a month and paid during the following
January will be treated by shareholders for federal income tax purposes as if
received on December 31 of the calendar year declared.
Dividends paid by a fund with respect to each class of its shares will be
calculated in the same manner, at the same time and on the same day.
The level of income dividends per share (as a percentage of net asset value)
will be lower for Class B and C shares than for other share classes primarily
as a result of the distribution services fee applicable to Class B and C
shares. Distributions of capital gains, if any, will be paid in the same amount
for each class.
Income dividends and capital gain dividends (see Taxation of US Shareholders -
Dividends and Distributions), if any, of a fund will be credited to shareholder
accounts in full and fractional shares of the same class of that fund at net
asset value on the reinvestment date, unless shareholders indicate to the
Shareholder Service Agent, that they wish to receive them in cash or in shares
of other Deutsche funds as provided in the fund's prospectus. Shareholders must
maintain the required minimum account balance in the fund distributing the
dividends in order to use this privilege of investing dividends of a fund in
shares of another Deutsche fund. A fund will reinvest dividend checks (and
future dividends) in shares of that same fund and class if checks are returned
as undeliverable. Dividends and other distributions of a fund in the aggregate
amount of $10 or less are automatically reinvested in shares of that fund and
class unless the shareholder requests that a check be issued for that
particular distribution. Shareholders who chose to receive distributions by
electronic transfer are not subject to this minimum.
Generally, if a shareholder has elected to reinvest any dividends and/or other
distributions, such distributions will be made in shares of that fund and
confirmations will be mailed to each shareholder. If a shareholder has chosen
to receive cash, a check will be sent. Distributions of investment company
taxable income and net realized capital gains are generally taxable, whether
made in shares or cash.
With respect to variable insurance products, all distributions will be
reinvested in shares of a fund unless we are informed by an insurance company
that they should be paid out in cash. The insurance companies will be informed
about the amount and character of distributions from the relevant fund for
federal income tax purposes.
Each distribution is accompanied by a brief explanation of the form and
character of the distribution. The characterization of distributions on such
correspondence may differ from the characterization for federal income tax
purposes. Early each year, a fund issues to each shareholder a statement of the
federal income tax status of all distributions in the prior calendar year.
II-30
A fund may at any time vary its foregoing distribution practices and,
therefore, reserves the right from time to time to either distribute or retain
for reinvestment such of its net investment income and its net short-term and
net long-term capital gains as its Board determines appropriate under the
then-current circumstances. In particular, and without limiting the foregoing,
a fund may make additional distributions of net investment income or net
realized capital gain in order to satisfy the minimum distribution requirements
contained in the Code.
DISTRIBUTIONS (DEUTSCHE MLP & ENERGY INFRASTRUCTURE FUND). The fund currently
anticipates making distributions to its shareholders each fiscal quarter
(February, May, August, and November) of substantially all of the fund's
distributable cash flow. Distributable cash flow means the amount received as
cash or pay-in-kind distributions from MLPs or their affiliates, interest
payments received on debt securities owned by the fund and other payments
received on securities owned by the fund less accrued operating expenses of the
fund and taxes on the fund's taxable income. The fund is not required to make
such distributions and, consequently may not make a distribution or may make a
distribution less than such amount for a given quarter. For more information
regarding the fund's distributions, see the "Understanding Distributions and
Taxes" section in the fund's prospectus.
DIVIDENDS (MONEY MARKET FUNDS). Dividends are declared daily and paid monthly.
Shareholders will receive dividends in additional shares unless they elect to
receive cash, as provided in a fund's prospectus. Dividends will be reinvested
monthly in shares of a fund at net asset value. Shareholders will receive all
unpaid dividends upon redeeming their entire account, unless they elect to
receive all unpaid dividends on the next monthly dividend payment date, as
provided in a fund's prospectus.
Each money fund calculates its dividends based on its daily net investment
income. For this purpose, the net investment income of a money fund generally
consists of (a) accrued interest income plus or minus amortized discount or
premium, (b) plus or minus all short-term realized gains and losses on
investments and (c) minus accrued expenses allocated to the applicable fund.
Expenses of each money fund are accrued each day. Dividends are reinvested
monthly and shareholders will receive monthly confirmations of dividends and of
purchase and redemption transactions except that confirmations of dividend
reinvestment for Deutsche AM IRAs and other fiduciary accounts for which SSB
acts as trustee will be sent quarterly.
Distributions of a fund's net realized long-term capital gains in excess of net
realized short-term capital losses, if any, and any undistributed net realized
short-term capital gains in excess of net realized long-term capital losses are
normally declared and paid annually at the end of the fiscal year in which they
were earned to the extent they are not offset by any capital loss
carryforwards.
If the shareholder elects to receive dividends or distributions in cash, checks
will be mailed monthly, within five business days of the reinvestment date, to
the shareholder or any person designated by the shareholder. A fund reinvests
dividend checks (and future dividends) in shares of a fund if checks are
returned as undeliverable. Dividends and other distributions in the aggregate
amount of $10 or less are automatically reinvested in shares of a fund unless
the shareholder requests that a check be issued for that particular
distribution. Shareholders who chose to receive distributions by electronic
transfer are not subject to this minimum.
Dividends and distributions are treated the same for federal income tax
purposes, whether made in shares or cash.
DISTRIBUTION AND SERVICE AGREEMENTS AND PLANS
For information regarding distribution and service agreements and plans for
retail funds, see I. RETAIL FUNDS below.
For information regarding distribution and service agreements and plans for
money market funds, see II. MONEY MARKET FUNDS below.
For information regarding distribution and service agreements and plans for
variable insurance funds, see III. DEUTSCHE VARIABLE SERIES I AND DEUTSCHE
VARIABLE SERIES II; and IV. DEUTSCHE INVESTMENTS VIT FUNDS below.
I. RETAIL FUNDS
A fund may offer only certain of the classes of shares referred to in the
subsections below. Thus, the information provided below in regard to certain
classes of shares is only applicable to funds offering such classes of shares.
RULE 12B-1 PLANS. Certain funds, as described in the applicable prospectuses,
have adopted plans pursuant to Rule 12b-1 under the 1940 Act (each a Rule 12b-1
Plan) on behalf of their Class A, B, C and R shares, as applicable,
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that authorize payments out of class assets for distribution and/or shareholder
and administrative services as described in more detail below. Because Rule
12b-1 fees are paid out of class assets on an ongoing basis, they will, over
time, increase the cost of an investment and may cost more than other types of
sales charges.
Rule 12b-1 Plans provide alternative methods for paying sales charges and
provide compensation to DDI or intermediaries for post-sale servicing, which
may help funds grow or maintain asset levels to provide operational
efficiencies and economies of scale. Each Rule 12b-1 Plan is approved and
reviewed separately for each applicable class in accordance with Rule 12b-1
under the 1940 Act, which regulates the manner in which an investment company
may, directly or indirectly, bear the expenses of distributing its shares. A
Rule 12b-1 Plan may not be amended to increase the fee to be paid by a fund
with respect to a class without approval by a majority of the outstanding
voting securities of such class.
If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the applicable class to make payments to DDI pursuant to the Rule 12b-1 Plan
will cease and a fund will not be required to make any payments not previously
accrued past the termination date. Thus, there is no legal obligation for a
class to pay any expenses incurred by DDI other than fees previously accrued
and payable under a Rule 12b-1 Plan, if for any reason the Rule 12b-1 Plan is
terminated in accordance with its terms. Because the Rule 12b-1 Plans are
compensation plans, future fees under a Rule 12b-1 Plan may or may not be
sufficient to cover DDI for its expenses incurred. On the other hand, under
certain circumstances, DDI might collect in the aggregate over certain periods
more in fees under the applicable Rule 12b-1 Plan than it has expended over
that same period in providing distribution services for a fund. For example, if
Class B shares of a fund were to appreciate (resulting in greater asset base
against which Rule 12b-1 fees are charged) and sales of a fund's Class B shares
were to decline (resulting in lower expenditures by DDI under the Rule 12b-1
Plan), fees payable could exceed expenditures. Similarly, fees paid to DDI
could exceed DDI's expenditures over certain periods shorter than the life of
the Rule 12b-1 Plan simply due to the timing of expenses incurred by DDI that
is not matched to the timing of revenues received (e.g., a sales commission may
be paid by DDI related to an investment in Class B shares in year 1, while the
Rule 12b-1 fee to DDI related to that investment may accrue during year 1
through year 6 prior to conversion of the Class B shares investment to Class A
shares). Under these or other circumstances where DDI's expenses are less than
the Rule 12b-1 fees, DDI will retain its full fees and make a profit.
CLASS B, CLASS C AND CLASS R SHARES
FEES FOR DISTRIBUTION SERVICES. For its services under the Distribution
Agreement, DDI receives a fee from a fund under its Rule 12b-1 Plan, payable
monthly, at the annual rate of 0.75% of average daily net assets of a fund
attributable to its Class B shares. This fee is accrued daily as an expense of
Class B shares. Under the Distribution Agreement, DDI also receives any
contingent deferred sales charges paid with respect to Class B shares. DDI
currently compensates firms for sales of Class B shares at a commission rate of
3.75%.
For its services under the Distribution Agreement, DDI receives a fee from a
fund under its Rule 12b-1 Plan, payable monthly, at the annual rate of 0.75% of
average daily net assets of a fund attributable to Class C shares. This fee is
accrued daily as an expense of Class C shares. DDI currently advances to firms
the first year distribution fee at a rate of 0.75% of the purchase price of
Class C shares. DDI does not advance the first year distribution fee to firms
for sales of Class C shares to employer-sponsored employee benefit plans using
the OmniPlus subaccount record keeping system made available through ADP, Inc.
under an alliance between ADP, Inc. and DDI and its affiliates. For periods
after the first year, DDI currently pays firms for sales of Class C shares a
distribution fee, payable quarterly, at an annual rate of 0.75% of net assets
attributable to Class C shares maintained and serviced by the firm. This fee
continues until terminated by DDI or the applicable fund. Under the
Distribution Agreement, DDI also receives any contingent deferred sales charges
paid with respect to Class C shares.
For its services under the Distribution Agreement, DDI receives a fee from a
fund under its Rule 12b-1 Plan, payable monthly, at the annual rate of 0.25% of
average daily net assets of a fund attributable to Class R shares. This fee is
accrued daily as an expense of Class R shares. DDI currently pays firms for
sales of Class R shares a distribution fee, payable quarterly, at an annual
rate of 0.25% of net assets attributable to Class R shares maintained and
serviced by the firm. This fee continues until terminated by DDI or the
applicable fund.
CLASS A, CLASS B, CLASS C AND CLASS R SHARES
FEES FOR SHAREHOLDER SERVICES. For its services under the Services Agreement,
DDI receives a shareholder services fee from a fund under a Rule 12b-1 Plan,
payable
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monthly, at an annual rate of up to 0.25% of the average daily net assets of
Class A, B, C and R shares of a fund, as applicable.
With respect to Class A and Class R shares of a fund, DDI pays each firm a
service fee, payable quarterly, at an annual rate of up to 0.25% of the net
assets in fund accounts that it maintains and services attributable to Class A
and Class R shares of a fund, generally commencing with the month after
investment (for Class A shares) and immediately after investment (for Class R
shares). With respect to Class B and Class C shares of a fund, DDI currently
advances to firms the first-year service fee at a rate of up to 0.25% of the
purchase price of such shares. DDI does not advance the first year service fee
to firms attributable to Class C shares to employer-sponsored employee benefit
plans using the OmniPlus subaccount record keeping system made available
through ADP, Inc. under an alliance between ADP, Inc. and DDI and its
affiliates. For periods after the first year, DDI currently intends to pay
firms a service fee at a rate of up to 0.25% (calculated monthly and paid
quarterly) of the net assets attributable to Class B and Class C shares of a
fund maintained and serviced by the firm.
Firms to which service fees may be paid include affiliates of DDI. In addition
DDI may, from time to time, pay certain firms from its own resources additional
amounts for ongoing administrative services and assistance provided to their
customers and clients who are shareholders of a fund.
DDI also may provide some of the above services and may retain any portion of
the fee under the Services Agreement not paid to firms to compensate itself for
shareholder or administrative functions performed for a fund. Currently, the
shareholder services fee payable to DDI is payable at an annual rate of up to
0.25% of net assets based upon fund assets in accounts for which a firm
provides administrative services and at the annual rate of 0.15% of net assets
based upon fund assets in accounts for which there is no firm of record (other
than DDI) listed on a fund's records. The effective shareholder services fee
rate to be charged against all assets of each fund while this procedure is in
effect will depend upon the proportion of fund assets that is held in accounts
for which a firm of record provides shareholder services. The Board of each
fund, in its discretion, may approve basing the fee to DDI at the annual rate
of 0.25% on all fund assets in the future.
INVESTMENT CLASS (DEUTSCHE LIMITED MATURITY QUALITY INCOME FUND AND DEUTSCHE
ULTRA-SHORT INVESTMENT GRADE FUND ONLY)
FEES FOR SHAREHOLDER SERVICES. For its services under the Services Agreement,
DDI receives an administrative service fee from a fund at an annual rate of up
to 0.25% of the average daily net assets of Investment Class shares of a fund.
With respect to Investment Class shares of a fund, DDI pays each financial
services firm an administrative service fee at an annual rate of up to 0.25% of
the net assets in fund accounts that it maintains and services attributable to
Investment Class of a fund immediately after investment. This administrative
service fee is not paid pursuant to a Rule 12b-1 Plan.
The administrative service fee is accrued daily as an expense of Investment
Class shares of a fund. DDI may enter into agreements with firms pursuant to
which the firms provide personal service and/or maintenance of shareholder
accounts including, but not limited to, establishing and maintaining
shareholder accounts and records, distributing monthly statements, processing
purchase and redemption transactions, answering routine client inquiries
regarding a fund, assistance to clients in changing dividend options, account
designations and addresses, aggregating trades of all the firm's clients,
providing account information to clients in client sensitive formats and such
other services as a fund may reasonably request. The service fee is not payable
for advertising, promotion or other distribution services.
Firms to which service fees may be paid include affiliates of DDI. In addition
DDI may, from time to time, pay certain firms from its own resources additional
amounts for ongoing administrative services and assistance provided to their
customers and clients who are shareholders of a fund.
DDI also may provide some of the above services and may retain any portion of
the fee under the Services Agreement not paid to firms to compensate itself for
shareholder or administrative functions performed for a fund.
II. MONEY MARKET FUNDS (EXCEPT DEUTSCHE CASH INVESTMENT TRUST CLASS A, DEUTSCHE
CASH INVESTMENT TRUST CLASS B AND DEUTSCHE CASH INVESTMENT TRUST CLASS C
SHARES, WHICH ARE ADDRESSED UNDER RETAIL FUNDS ABOVE)
RULE 12B-1 PLANS. Certain Money Market Funds have adopted for certain classes
of shares a plan pursuant to Rule 12b-1 under the 1940 Act (each a Rule 12b-1
Plan) that provides for fees payable as an expense of the class that are used
by DDI to pay for distribution services for those classes. Additionally, in
accordance with the Rule
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12b-1 Plan for certain classes, shareholder and administrative services are
provided to the applicable fund for the benefit of the relevant classes under a
fund's Services Agreement with DDI. With respect to certain classes,
shareholder and administrative services may be provided outside of a Rule 12b-1
Plan either by DDI pursuant to the Services Agreement or by financial services
firms under a Shareholder Services Plan. Because Rule 12b-1 fees are paid out
of fund assets on an ongoing basis, they will, over time, increase the cost of
an investment and may cost more than other types of sales charges.
The Rule 12b-1 Plans provide alternative methods for paying for distribution
services and provide compensation to DDI or financial services firms for
post-sales servicing, which may help funds grow or maintain asset levels to
provide operational efficiencies and economies of scale. Each Rule 12b-1 Plan
is approved and reviewed separately for each such class in accordance with Rule
12b-1 under the 1940 Act, which regulates the manner in which an investment
company may, directly or indirectly, bear the expenses of distributing its
shares. A Rule 12b-1 Plan may not be amended to increase the fee to be paid by
a fund with respect to a class without approval by a majority of the
outstanding voting securities of such class of a fund.
If a Rule 12b-1 Plan is terminated in accordance with its terms, the obligation
of the applicable fund to make payments to DDI pursuant to the Rule 12b-1 Plan
will cease and a fund will not be required to make any payments not previously
accrued past the termination date. Thus, there is no legal obligation for a
fund to pay any expenses incurred by DDI other than fees previously accrued and
payable under a Rule 12b-1 Plan, if for any reason the Rule 12b-1 Plan is
terminated in accordance with its terms. Because the Rule 12b-1 Plans are
compensation plans, future fees under a Rule 12b-1 Plan may or may not be
sufficient to cover DDI for its expenses incurred. On the other hand, under
certain circumstances, DDI might collect in the aggregate over certain periods
more in fees under the applicable Rule 12b-1 Plan than it has expended over
that same period.
DISTRIBUTION AND SHAREHOLDER SERVICES
Service Shares - Cash Account Trust. The Distribution Agreement authorizes the
fund to pay DDI, as an expense of the Government & Agency Securities Portfolio
and the Tax-Exempt Portfolio of Cash Account Trust, a distribution services
fee, payable monthly, at an annual rate of 0.60% of average daily net assets of
the Service Shares of the applicable fund. This fee is paid pursuant to a Rule
12b-1 Plan. DDI normally pays firms a fee for distribution and administrative
services, payable monthly, at a maximum annual rate of up to 0.60% of average
daily net assets of Service Shares held in accounts that they maintain and
service.
Premier Shares - Tax-Exempt California Money Market Fund. The Distribution
Agreement authorizes the fund to pay DDI, as an expense of the Premier Shares
class of the Tax-Exempt California Money Market Fund, a distribution services
fee, payable monthly, at an annual rate of 0.33% of average daily net assets of
the Premier Shares of the fund. This fee is paid pursuant to a Rule 12b-1 Plan.
DDI normally pays firms a fee for distribution and administrative services,
payable monthly, at a maximum annual rate of up to 0.33% of average daily net
assets of Premier Shares held in accounts that they maintain and service.
Tax-Exempt New York Money Market Fund - NY Tax Free Money Fund. The
Distribution Agreement authorizes the fund to pay DDI, as an expense of
Tax-Exempt New York Money Market Fund shares, a class of NY Tax Free Money
Fund, a series of DWS Money Market Trust, a distribution services fee, payable
monthly, at an annual rate of 0.50% of average daily net assets of the
Tax-Exempt New York Money Market Fund shares of the fund. This fee is paid
pursuant to a Rule 12b-1 Plan. DDI normally pays firms a fee for distribution
and administrative services, payable monthly, at a maximum annual rate of up to
0.50% of average daily net assets of Tax-Exempt New York Money Market Fund
shares held in accounts that they maintain and service.
Managed Shares - Cash Account Trust. The Services Agreement currently
authorizes a fund to pay DDI, as an expense of the Government Cash Managed
Shares class of the Government & Agency Securities Portfolio of Cash Account
Trust and the Tax-Exempt Cash Managed Shares class of the Tax-Exempt Portfolio
of Cash Account Trust, an administrative service fee, payable monthly, at an
annual rate of 0.15% of average daily net assets of the Managed Shares of a
fund. This fee is paid pursuant to a Rule 12b-1 Plan. The Rule 12b-1 Plan for
the Tax-Exempt Cash Managed Shares class authorizes the payment of up to 0.25%
of average daily net assets of the class and, at the discretion of the Board,
the administrative service fee may be increased from the current level to a
maximum of 0.25% of average daily net assets. The Rule 12b-1 Plan for the
Government Cash Managed Shares class authorizes the payment of up to 0.15% of
average daily net assets of the class. DDI normally pays firms a fee for
administrative services, payable monthly, at a
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maximum annual rate of up to 0.15% of average daily net assets of Managed
Shares held in accounts that they maintain and service.
Tax-Free Investment Class - Cash Account Trust and Investment Class - Investors
Cash Trust. The Distribution Agreement authorizes a fund to pay DDI, as an
expense of the Tax-Free Investment Class of the Tax-Exempt Portfolio of Cash
Account Trust and the Investment Class of the Treasury Portfolio of Investors
Cash Trust (collectively, Investment Class), a distribution services fee,
payable monthly, at an annual rate of 0.25% of average daily net assets of the
Investment Class shares of the applicable fund. This fee is paid pursuant to a
Rule 12b-1 Plan. DDI normally pays firms a fee for distribution services,
payable monthly, at a maximum annual rate of up to 0.25% of average daily net
assets of shares of the Investment Class held in accounts that they maintain
and service. The Services Agreement authorizes a fund to pay DDI, as an expense
of the Investment Class of the aforementioned funds, an administrative service
fee, payable monthly, at an annual rate of 0.07% of average daily net assets of
the Investment Class shares of the applicable fund. This administrative service
fee is not paid pursuant to a Rule 12b-1 Plan. DDI normally pays firms a fee
for administrative services, payable monthly, at a maximum annual rate of up to
0.07% of average daily net assets of shares of the Investment Class held in
accounts that they maintain and service.
Cash Reserve Prime Shares - Cash Reserve Fund, Inc. The Distribution Agreement
authorizes the fund to pay DDI, as an expense of the Cash Reserve Prime Shares
class of the Prime Series of Cash Reserve Fund Inc., a distribution services
fee, payable monthly, at an annual rate of 0.25% of average daily net assets of
the Cash Reserve Prime Shares of the fund. This fee is paid pursuant to a Rule
12b-1 Plan. DDI normally pays firms a fee for distribution services, payable
monthly, at a maximum annual rate of up to 0.25% of average daily net assets of
shares of the Cash Reserve Prime Shares held in accounts that they maintain and
service. The Distribution Agreement also authorizes the fund to pay DDI, as an
expense of the Cash Reserve Prime Shares, an administrative service fee,
payable monthly, at an annual rate of 0.07% of average daily net assets of the
Cash Reserve Prime Shares of the fund. This administrative service fee is not
paid pursuant to a Rule 12b-1 Plan. DDI normally pays firms a fee for
administrative services, payable monthly, at a maximum annual rate of up to
0.07% of average daily net assets of shares of the Cash Reserve Prime Shares
held in accounts that they maintain and service.
SERVICES AGREEMENT FOR TREASURY PORTFOLIO - INSTITUTIONAL SHARES AND DEUTSCHE
VARIABLE NAV MONEY FUND - INSTITUTIONAL SHARES, EACH A SERIES OF INVESTORS CASH
TRUST, AND DAILY ASSETS FUND - INSTITUTIONAL SHARES, A SERIES OF DWS MONEY
MARKET TRUST. The Services Agreement authorizes each fund to pay DDI an
administrative services fee, payable monthly, at an annual rate of 0.05% of the
average daily net assets of the class specified for each fund (Class). The
administrative services fee for Treasury Portfolio - Institutional Shares may
be increased to 0.10% at the discretion of the Board. DDI normally pays firms
an administrative services fee, payable monthly, at a maximum annual rate up to
0.05% of the average daily net assets of the Class held in accounts that they
maintain and service. This administrative services fee is not paid pursuant to
a Rule 12b-1 Plan.
The administrative services fee is accrued daily as an expense of the Class.
DDI may enter into agreements with firms pursuant to which the firms provide
personal service and/or maintenance of shareholder accounts including, but not
limited to, establishing and maintaining shareholder accounts and records,
distributing monthly statements, processing purchase and redemption
transactions, answering routine client inquiries regarding a fund, assistance
to clients in changing dividend options, account designations and addresses,
aggregating trades of all the firm's clients, providing account information to
clients in client sensitive formats and such other services as a fund may
reasonably request. The administrative service fee is not payable for
advertising, promotion or other distribution services.
Firms to which services fees may be paid include affiliates of DDI. In addition
DDI may, from time to time, pay certain firms from its own resources additional
amounts for ongoing administrative services and assistance provided to their
customers and clients who are shareholders of a fund.
DDI also may provide some of the above services and may retain any portion of
the fee under the Services Agreement not paid to firms to compensate itself for
shareholder or administrative functions performed for a fund.
SHAREHOLDER SERVICES PLAN FOR CASH MANAGEMENT FUND - INSTITUTIONAL CLASS, CASH
RESERVES FUND INSTITUTIONAL - INSTITUTIONAL CLASS, NY TAX FREE MONEY FUND -
INVESTMENT CLASS AND TAX-FREE MONEY FUND INVESTMENT - PREMIER SHARES, EACH A
SERIES AND CLASS OF DWS MONEY MARKET TRUST. Each fund has adopted for the
classes specified (Class) a shareholder service
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plan (Plan). Under the Plan, which is not a Rule 12b-1 Plan, a fund may pay
financial services firms a service fee at an annual rate of up to 0.25 of 1% of
the average daily net assets of shares of the Class held in accounts that the
firm maintains and services. The service fee is accrued daily as an expense of
the Class. A fund together with DDI may enter into agreements with firms
pursuant to which the firms provide personal service and/or maintenance of
shareholder accounts including, but not limited to, establishing and
maintaining shareholder accounts and records, distributing monthly statements,
processing purchase and redemption transactions, automatic investment in fund
shares of client account cash balances, answering routine client inquiries
regarding a fund, assistance to clients in changing dividend options, account
designations and addresses, aggregating trades of all the firm's clients,
providing account information to clients in client sensitive formats and such
other services as a fund may reasonably request. Service fees are not payable
for advertising, promotion or other distribution services.
The Plan continues in effect from year to year so long as its continuance is
approved at least annually by the vote of a majority of (a) the Board, and (b)
the Board Members who are not "interested persons" of a fund and who have no
direct or indirect financial interest in the operation of the Plan, or any
related agreements. The Plan may be terminated with respect to the Class at any
time by vote of the Board, including a vote by the Board Members who are not
"interested persons" of a fund and who have no direct or indirect financial
interest in the operation of the Plan, or any related agreements. The Plan may
not be amended to increase materially the amount of service fees provided for
in the Plan unless the amendment is approved in the manner provided for annual
continuance of the Plan discussed above. If the Plan is terminated or not
renewed, a fund will not be obligated to make any payments of service fees that
accrued after the termination date.
III. DEUTSCHE VARIABLE SERIES I AND DEUTSCHE VARIABLE SERIES II
RULE 12B-1 PLAN. Each fund of Deutsche Variable Series I and Deutsche Variable
Series II that has authorized the issuance of Class B shares has adopted a
distribution plan under Rule 12b-1 (Plan) that provides for fees payable as an
expense of the Class B shares. Under the Plan, a fund may make quarterly
payments as reimbursement to DDI for distribution and shareholder servicing
related expenses incurred or paid by the Distributor or a participating
insurance company. No such payment shall be made with respect to any quarterly
period in excess of an amount determined for such period at the annual rate of
0.25% of the average daily net assets of Class B shares during that quarterly
period. The fee is payable by a fund, on behalf of Class B shares, of up to
0.25% of the average daily net assets attributable to Class B shares of the
fund. Because 12b-1 fees are paid out of fund assets on an ongoing basis, they
will, over time, increase the cost of investment and may cost more than other
types of sales charges. The Plan and any Rule 12b-1 related agreement that is
entered into by a fund or the Distributor in connection with the Plan will
continue in effect for a period of more than one year only so long as
continuance is specifically approved at least annually by a vote of a majority
of the Board, and of a majority of the Board Members who are not interested
persons (as defined in the 1940 Act) of a fund, cast in person at a meeting
called for the purpose of voting on the Plan, or the Rule 12b-1 related
agreement, as applicable. In addition, the Plan and any Rule 12b-1 related
agreement may be terminated as to Class B shares of a fund at any time, without
penalty, by vote of a majority of the outstanding Class B shares of that fund
or by vote of a majority of the Board Members who are not interested persons of
a fund and who have no direct or indirect financial interest in the operation
of the Plan or any Rule 12b-1 related agreement. The Plan provides that it may
not be amended to increase materially the amount that may be spent for
distribution of Class B shares of a fund without the approval of Class B
shareholders of that fund.
IV. DEUTSCHE INVESTMENTS VIT FUNDS
RULE 12B-1 PLAN. Deutsche Equity 500 Index VIP and Deutsche Small Cap Index VIP
of Deutsche Investments VIT Funds have each adopted a distribution plan under
Rule 12b-1 (Plan) that provides for fees payable as an expense of the Class B
shares and, in the case of the Deutsche Equity 500 Index VIP, the Class B2
shares. Under the Plan, a fund may make payments to DDI for remittance directly
or indirectly to a participating dealer, shareholder service agent, life
insurance company or other applicable party a fee in an amount not to exceed
the annual rate of 0.25% of the average daily net assets of the Class B shares
or Class B2 shares, as applicable, under a participation agreement, service
agreement, sub-distribution agreement or other similar agreement which provides
for Class B shares or Class B2 shares. DDI is authorized pursuant to the Plan
to pay for anything reasonably designed to enhance sales or retention of
shareholders and for the provision of services to shareholders of the Class B
shares or Class B2 shares. Because 12b-1 fees are paid out of fund assets on an
ongoing basis, they will, over time, increase the cost of investment in Class B
or Class B2 shares, and may cost more than other types of sales charges. The
Plan and any Rule 12b-1
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related agreement that is entered into by a fund or the Distributor in
connection with the Plan will continue in effect for a period of more than one
year only so long as continuance is specifically approved at least annually by
a vote of a majority of the Board, and of a majority of the Board Members who
are not interested persons (as defined in the 1940 Act) of a fund, cast in
person at a meeting called for the purpose of voting on the Plan, or the Rule
12b-1 related agreement, as applicable. In addition, the Plan and any Rule
12b-1 related agreement may be terminated as to Class B shares or Class B2
shares of a fund at any time, without penalty, by vote of a majority of the
outstanding Class B shares or Class B2 shares, as applicable, of that fund or
by vote of a majority of the Board Members who are not interested persons of a
fund and who have no direct or indirect financial interest in the operation of
the Plan or any Rule 12b-1 related agreement. The Plan provides that it may not
be amended to increase materially the amount that may be spent for distribution
of Class B shares or Class B2 shares of a fund without the approval of the
shareholders of such class.
INVESTMENTS
INVESTMENTS, PRACTICES AND TECHNIQUES, AND RISKS
PART II - APPENDIX II-G includes a description of the investment practices and
techniques which a fund may employ in pursuing its investment objective, as
well as the associated risks. Descriptions in this SAI of a particular
investment practice or technique in which a fund may engage (or a risk that a
fund may be subject to) are meant to describe the spectrum of investments that
the Advisor (and/or sub-advisor or sub-subadvisor, if applicable) in its
discretion might, but is not required to, use in managing a fund. The Advisor
(and/or sub-advisor or sub-subadvisor, if applicable) may in its discretion at
any time employ such practice and technique for one or more funds but not for
all funds advised by it. Furthermore, it is possible that certain types of
investment practices or techniques described herein may not be available,
permissible, economically feasible or effective for their intended purposes in
all markets. Certain practices, techniques or investments may not be principal
activities of the fund, but, to the extent employed, could from time to time
have a material impact on a fund's performance.
IT IS POSSIBLE THAT CERTAIN INVESTMENT PRACTICES AND/OR TECHNIQUES MAY NOT BE
PERMISSIBLE FOR A FUND BASED ON ITS INVESTMENT RESTRICTIONS, AS DESCRIBED
HEREIN (ALSO SEE PART I: INVESTMENTS, PRACTICES AND TECHNIQUES, AND RISKS) AND
IN A FUND'S PROSPECTUS.
PORTFOLIO TRANSACTIONS
The Advisor is generally responsible for placing orders for the purchase and
sale of portfolio securities, including the allocation of brokerage. As
described in the Management of the Funds section above, the Advisor may
delegate trade execution, trade matching and settlement services to Deutsche
Asset Management's branch offices or affiliates located in the US or outside
the US. With respect to those funds for which a sub-investment advisor manages
a fund's investments, references in this section to the "Advisor" should be
read to mean the Sub-Advisor, except as noted below.
The policy of the Advisor in placing orders for the purchase and sale of
securities for a fund is to seek best execution, taking into account such
factors, among others, as price; commission (where applicable); the
broker-dealer's ability to ensure that securities will be delivered on
settlement date; the willingness of the broker-dealer to commit its capital and
purchase a thinly traded security for its own inventory; whether the
broker-dealer specializes in block orders or large program trades; the
broker-dealer's knowledge of the market and the security; the broker-dealer's
ability to maintain confidentiality; the broker-dealer's ability to provide
access to new issues; the broker-dealer's ability to provide support when
placing a difficult trade; the financial condition of the broker-dealer; and
whether the broker-dealer has the infrastructure and operational capabilities
to execute and settle the trade. The Advisor seeks to evaluate the overall
reasonableness of brokerage commissions with commissions charged on comparable
transactions and compares the brokerage commissions (if any) paid by the funds
to reported commissions paid by others. The Advisor routinely reviews
commission rates, execution and settlement services performed and makes
internal and external comparisons.
Commission rates on transactions in equity securities on US securities
exchanges are subject to negotiation. Commission rates on transactions in
equity securities on foreign securities exchanges are generally fixed.
Purchases and sales of fixed-income securities and certain over-the-counter
securities are effected on a net basis, without the payment of brokerage
commissions. Transactions in fixed income and certain over-the-counter
securities are generally placed by the Advisor with the principal market makers
for these securities unless the Advisor reasonably believes more favorable
results are available elsewhere. Transactions with dealers serving as market
makers reflect the spread between the bid and asked prices. Purchases of
underwritten issues will include an underwriting fee paid to the underwriter.
Money
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market instruments are normally purchased in principal transactions directly
from the issuer or from an underwriter or market maker.
It is likely that the broker-dealers selected based on the considerations
described in this section will include firms that also sell shares of the funds
to their customers. However, the Advisor does not consider sales of shares of
the funds as a factor in the selection of broker-dealers to execute portfolio
transactions for the funds and, accordingly, has implemented policies and
procedures reasonably designed to prevent its traders from considering sales of
shares of the funds as a factor in the selection of broker-dealers to execute
portfolio transactions for the funds.
The Advisor is permitted by Section 28(e) of the Securities Exchange Act of
1934, as amended (1934 Act), when placing portfolio transactions for a fund, to
cause a fund to pay brokerage commissions in excess of that which another
broker-dealer might charge for executing the same transaction in order to
obtain research and brokerage services if the Advisor determines that such
commissions are reasonable in relation to the overall services provided. The
Advisor may from time to time, in reliance on Section 28(e) of the 1934 Act,
execute portfolio transactions with broker-dealers that provide research and
brokerage services to the Advisor. Consistent with the Advisor's policy
regarding best execution, where more than one broker is believed to be capable
of providing best execution for a particular trade, the Advisor may take into
consideration the receipt of research and brokerage services in selecting the
broker-dealer to execute the trade. Although certain research and brokerage
services from broker-dealers may be useful to a fund and to the Advisor, it is
the opinion of the Advisor that such information only supplements its own
research effort since the information must still be analyzed, weighed and
reviewed by the Advisor's staff. To the extent that research and brokerage
services of value are received by the Advisor, the Advisor may avoid expenses
that it might otherwise incur. Research and brokerage services received from a
broker-dealer may be useful to the Advisor and its affiliates in providing
investment management services to all or some of its clients, which includes a
fund. Services received from broker-dealers that executed securities
transactions for a fund will not necessarily be used by the Advisor
specifically to service that fund.
Research and brokerage services provided by broker-dealers may include, but are
not limited to, information on the economy, industries, groups of securities,
individual companies, statistical information, accounting and tax law
interpretations, political developments, legal developments affecting portfolio
securities, technical market action, pricing and appraisal services, credit
analysis, risk measurement analysis, performance analysis and measurement and
analysis of corporate responsibility issues. Research and brokerage services
are typically received in the form of written or electronic reports, access to
specialized financial publications, telephone contacts and personal meetings
with security analysts, but may also be provided in the form of access to
various computer software and meetings arranged with corporate and industry
representatives.
The Advisor may also select broker-dealers and obtain from them research and
brokerage services that are used in connection with executing trades provided
that such services are consistent with interpretations under Section 28(e) of
the 1934 Act. Typically, these services take the form of computer software
and/or electronic communication services used by the Advisor to facilitate
trading activity with those broker-dealers.
Research and brokerage services may include products obtained from third
parties if the Advisor determines that such product or service constitutes
brokerage and research as defined in Section 28(e) and interpretations
thereunder. Provided a Sub-Advisor is acting in accordance with any
instructions and directions of the Advisor or the Board, the Sub-Advisor is
authorized to pay to a broker or dealer who provides third party brokerage and
research services a commission for executing a portfolio transaction for a fund
in excess of what another broker or dealer may charge, if the Sub-Advisor
determines in good faith that such commission was reasonable in relation to the
value of the third party brokerage and research services provided by such
broker or dealer.
The Advisor may use brokerage commissions to obtain certain brokerage products
or services that have a mixed use (i.e., it also serves a function that does
not relate to the investment decision-making process). In those circumstances,
the Advisor will make a good faith judgment to evaluate the various benefits
and uses to which it intends to put the mixed use product or service and will
pay for that portion of the mixed use product or service that it reasonably
believes does not constitute research and brokerage services with its own
resources.
The Advisor will monitor regulatory developments and market practice in the use
of client commissions to obtain research and brokerage services and may adjust
its portfolio transactions policies in response thereto.
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Investment decisions for a fund and for other investment accounts managed by
the Advisor are made independently of each other in light of differing
conditions. However, the same investment decision may be made for two or more
of such accounts. In such cases, simultaneous transactions are inevitable. To
the extent permitted by law, the Advisor may aggregate the securities to be
sold or purchased for a fund with those to be sold or purchased for other
accounts in executing transactions. The Advisor has adopted policies and
procedures that are reasonably designed to ensure that when the Advisor
aggregates securities purchased or sold on behalf of accounts, the securities
are allocated among the participating accounts in a manner that the Advisor
believes to be fair and equitable. The Advisor may make allocations among
accounts based upon a number of factors that may include, but not limited to,
investment objectives and guidelines, risk tolerance, availability of other
investment opportunities and available cash for investment. With respect to
limited opportunities or initial public offerings, the Advisor may make
allocations among accounts on a pro-rata basis with consideration given to
suitability. While in some cases this practice could have a detrimental effect
on the price paid or received by, or on the size of the position obtained or
disposed of for, a fund, in other cases it is believed that the ability to
engage in volume transactions will be beneficial to a fund.
The Advisor and its affiliates and each fund's management team manage other
mutual funds and separate accounts, some of which use short sales of securities
as a part of its investment strategy. The simultaneous management of long and
short portfolios creates potential conflicts of interest including the risk
that short sale activity could adversely affect the market value of the long
positions (and vice versa), the risk arising from sequential orders in long and
short positions, and the risks associated with receiving opposing orders at the
same time. The Advisor has adopted procedures that it believes are reasonably
designed to mitigate these potential conflicts of interest. Incorporated in the
procedures are specific guidelines developed to ensure fair and equitable
treatment for all clients. The Advisor and the investment team have established
monitoring procedures and a protocol for supervisory reviews, as well as
compliance oversight to ensure that potential conflicts of interest relating to
this type of activity are properly addressed.
Deutsche Bank AG or one of its affiliates (or in the case of a Sub-Advisor, the
Sub-Advisor or one of its affiliates) may act as a broker for the funds and
receive brokerage commissions or other transaction-related compensation from
the funds in the purchase and sale of securities, options or futures contracts
when, in the judgment of the Advisor, and in accordance with procedures
approved by the Board, the affiliated broker will be able to obtain a price and
execution at least as favorable as those obtained from other qualified brokers
and if, in the transaction, the affiliated broker charges the funds a rate
consistent with that charged to comparable unaffiliated customers in similar
transactions.
PORTFOLIO TURNOVER. Portfolio turnover rate is defined by the SEC as the ratio
of the lesser of sales or purchases to the monthly average value of such
securities owned during the year, excluding all securities whose remaining
maturities at the time of acquisition were one year or less.
Higher levels of activity by a fund result in higher transaction costs and may
also result in the realization of taxable capital gains (including short-term
gains, which generally are taxed to individuals at ordinary income rates).
Purchases and sales are made whenever necessary, in the Advisor's discretion,
to meet a fund's objective.
PORTFOLIO HOLDINGS INFORMATION
In addition to the public disclosure of fund portfolio holdings through
required SEC quarterly filings (and monthly filings for money market funds),
each fund may make its portfolio holdings information publicly available on the
Deutsche funds' Web site as described in a fund's prospectus. Each fund does
not disseminate non-public information about portfolio holdings except in
accordance with policies and procedures adopted by a fund.
Each fund's procedures permit non-public portfolio holdings information to be
shared with Deutsche Asset Management and its affiliates, subadvisors, if any,
custodians, independent registered public accounting firms, attorneys, officers
and trustees/directors and each of their respective affiliates and advisers who
require access to this information to fulfill their duties to the fund and are
subject to the duties of confidentiality, including the duty not to trade on
non-public information, imposed by law or contract, or by a fund's procedures.
This non-public information may also be disclosed, subject to the requirements
described below, to certain third parties, such as securities lending agents,
financial printers, proxy voting firms, mutual fund analysts and rating and
tracking agencies, to shareholders in connection with in-kind redemptions or,
in connection with investing in underlying funds, subadvisors to Deutsche funds
of funds (Authorized Third Parties).
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Prior to any disclosure of a fund's non-public portfolio holdings information
to Authorized Third Parties, a person authorized by the Board must make a good
faith determination in light of the facts then known that a fund has a
legitimate business purpose for providing the information, that the disclosure
is in the best interest of a fund, and that the recipient assents or otherwise
has a duty to keep the information confidential and to not trade based on the
information received while the information remains non-public. No compensation
is received by a fund or Deutsche Asset Management for disclosing non-public
holdings information. Periodic reports regarding these procedures will be
provided to the Board.
Portfolio holdings information distributed by the trading desks of Deutsche
Asset Management or a subadvisor for the purpose of facilitating efficient
trading of such securities and receipt of relevant research is not subject to
the foregoing requirements. Non-public portfolio holding information does not
include portfolio characteristics (other than holdings or subsets of holdings)
about a fund and information derived therefrom, including, but not limited to,
how the fund's investments are divided among various sectors, industries,
countries, value and growth stocks, bonds, small, mid and large cap stocks,
currencies and cash, types of bonds, bond maturities, duration, bond coupons
and bond credit quality ratings, alpha, beta, tracking error, default rate,
portfolio turnover, and risk and style characteristics so long as the identity
of the fund's holdings could not be derived from such information.
Registered investment companies that are subadvised by Deutsche Asset
Management may be subject to different portfolio holdings disclosure policies,
and neither Deutsche Asset Management nor the Board exercise control over such
policies. In addition, separate account clients of Deutsche Asset Management
have access to their portfolio holdings and are not subject to a fund's
portfolio holdings disclosure policy. The portfolio holdings of some of the
funds subadvised by Deutsche Asset Management and some of the separate accounts
managed by Deutsche Asset Management may substantially overlap with the
portfolio holdings of a fund.
Deutsche Asset Management also manages certain unregistered commingled trusts,
the portfolio holdings of which may substantially overlap with the portfolio
holdings of a fund. These trusts are not subject to a fund's portfolio holdings
disclosure policy. To the extent that investors in these commingled trusts may
receive portfolio holdings information of their trust on a different basis from
that on which fund portfolio holdings information is made public, Deutsche
Asset Management has implemented procedures reasonably designed to encourage
such investors to keep such information confidential, and to prevent those
investors from trading on the basis of non-public holdings information.
In addition, Deutsche Asset Management may, from time to time, provide model
portfolios to third party sponsors of model portfolio programs, which model
portfolios may substantially overlap with the portfolio holdings of a fund.
These model portfolios are not subject to a fund's portfolio holdings
disclosure policy. Deutsche Asset Management has adopted procedures that
require such third party sponsors to agree in writing to keep the model
portfolio information confidential and to limit their use of the information to
implementing their respective model portfolio programs.
There is no assurance that a fund's policies and procedures with respect to the
disclosure of portfolio holdings information will protect the fund from the
potential misuse of portfolio holdings information by those in possession of
that information.
NET ASSET VALUE
APPLICABLE TO FUNDS OTHER THAN MONEY MARKET FUNDS. The net asset value per
share of a fund is normally computed as of the close of regular trading on the
New York Stock Exchange (Exchange) on each day the Exchange is open for trading
(Value Time). The Exchange is scheduled to be closed on the following holidays:
New Year's Day, Dr. Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas, and on
the preceding Friday or subsequent Monday when one of these holidays falls on a
Saturday or Sunday, respectively. Net asset value per share is determined
separately for each class of shares by dividing the value of the total assets
of the fund attributable to the shares of that class, less all liabilities
attributable to that class, by the total number of shares of that class
outstanding. The per share net asset value may be lower for certain classes of
the fund because of higher expenses borne by these classes.
An equity security is valued at its most recent sale price on the security's
primary exchange or over-the-counter (OTC) market as of the Value Time. Lacking
any sales, the security is valued at the calculated mean between the most
recent bid quotation and the most recent asked quotation (Calculated Mean) on
such exchange or OTC market as of the Value Time. If it is not possible to
determine the Calculated Mean, the security is valued at the most recent bid
quotation on such exchange or OTC market as of the Value Time. In the case of
certain
II-40
foreign exchanges or OTC markets, the closing price reported by the foreign
exchange or OTC market (which may sometimes be referred to by the exchange or
one or more pricing agents as the "official close" or the "official closing
price" or other similar term) will be considered the most recent sale price.
Debt securities are valued as follows. Money market instruments, including
instruments purchased with an original or remaining maturity of 60 days or
less, shall be valued based on information obtained from an approved pricing
agent, or if such information is not available, the money market instruments
shall be valued using the average of the most recent reliable bid quotations or
evaluated prices obtained from two or more broker-dealers. Bank loans are
valued at prices supplied by an approved pricing agent (which are intended to
reflect the mean between the bid and asked prices), if available, and otherwise
at the mean of the most recent bid and asked quotations or evaluated prices, as
applicable, based on quotations or evaluated prices obtained from one or more
broker-dealers. Privately placed debt securities, other than Rule 144A debt
securities, initially are valued at cost and thereafter based on all relevant
factors, including type of security, size of holding and restrictions on
disposition. Municipal debt securities are valued at prices supplied by an
approved pricing agent (which are intended to reflect the mean between the bid
and asked prices), if available, and otherwise at the mean of the most recent
bid and asked quotations or evaluated prices obtained from a broker-dealer.
Other debt securities are valued at prices supplied by an approved pricing
agent, if available, and otherwise at the most recent bid quotation or
evaluated price, as applicable, obtained from two or more broker-dealers. If it
is not possible to value a particular debt security pursuant to the above
methods, the security is valued on the basis of factors including (but not
limited to) maturity, coupon, creditworthiness, currency denomination, and the
movement of the market in which the security is normally traded.
An exchange-traded option contract on securities, currencies and other
financial instruments is valued at its most recent sale price on the relevant
exchange. Lacking any sales, the option contract is valued at the Calculated
Mean. If it is not possible to determine the Calculated Mean, the option
contract is valued at the most recent bid quotation in the case of a purchased
option contract or the most recent asked quotation in the case of a written
option contract, in each case as of the Value Time. An option contract on
securities, currencies and other financial instruments traded in the OTC market
is valued as of the Value Time at a price supplied by an approved pricing
agent, if available, and otherwise at the evaluated price provided by the
broker-dealer with which it was traded. Futures contracts (and options thereon)
are valued at the most recent settlement price, if available, on the exchange
on which they are traded most extensively. With the exception of stock index
futures contracts which trade on the Chicago Mercantile Exchange, closing
settlement times are prior to the close of trading on the Exchange. For stock
index futures contracts which trade on the Chicago Mercantile Exchange, closing
settlement prices are normally available at approximately 4:20 pm Eastern time.
If no settlement price is available, the last traded price on such exchange
will be used.
If market quotations for a fund asset are not readily available or if the
Advisor believes that the value of a fund asset as determined in accordance
with Board-approved procedures is unreliable, the value of the fund asset is
taken to be an amount which, in the opinion of a fund's Pricing Committee (or,
in some cases, the Board's Valuation Committee), represents fair market value.
The value of other holdings is determined in a manner which is intended to
fairly reflect the fair market value of the asset on the valuation date, based
on valuation procedures adopted by the Board and overseen primarily by a fund's
Pricing Committee.
THE FOLLOWING PARAGRAPH APPLIES TO FUNDS THAT INVEST IN UNDERLYING MUTUAL
FUNDS. The net asset value of each underlying Deutsche mutual fund is
determined based upon the nature of the securities as set forth in the
prospectus and statement of additional information of such underlying Deutsche
mutual fund. Shares of each underlying Deutsche mutual fund in which the fund
may invest are valued at the net asset value per share of each underlying
Deutsche mutual fund as of the close of regular trading on the Exchange on each
day the Exchange is open for trading. The net asset value per share of the
underlying Deutsche mutual funds will be calculated and reported to the fund by
each underlying Deutsche mutual fund's accounting agent.
THE FOLLOWING ADDITIONAL PARAGRAPHS APPLY TO DEUTSCHE EQUITY 500 INDEX FUND AND
DEUTSCHE S&P 500 INDEX FUND (FEEDER FUNDS). Each feeder fund pursues its
investment objective by investing substantially all of its assets in a master
portfolio - the Deutsche Equity 500 Index Portfolio (Portfolio), which has the
same investment objective and is subject to the same investment risks as the
feeder fund.
Net asset value per share of a feeder fund is determined as of the Value Time
separately for each class of shares by dividing the value of the total assets
of the
II-41
feeder fund (i.e., the value of the feeder fund's investment in the Portfolio
and any other assets) attributable to the shares of that class, less all
liabilities attributable to that class, by the total number of shares of that
class outstanding.
As of the Value Time, the Portfolio determines its net value (i.e., the value
of the Portfolio's portfolio instruments and any other assets less all
liabilities) using the valuation procedures for securities and other assets
described above.
Each investor in the Portfolio, including a feeder fund, may add to or reduce
its investment in the Portfolio on each day that net asset value of the feeder
fund and the Portfolio are computed as described above. At the close of a Value
Time, the value of each investor's beneficial interest in the Portfolio will be
determined by multiplying the net value of the Portfolio, determined as
provided above, 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 as of the Value Time on
that day, will then be effected. The percentage of the aggregate beneficial
interests in the Portfolio held by each investor in the Portfolio, including a
feeder fund, will then be recomputed as the percentage equal to the fraction
(i) the numerator of which is the value of the investor's investment in the
Portfolio as of the Value Time on such day plus or minus, as the case may be,
the amount of net additions to or withdrawals from such investor's investment
in the Portfolio effected as of the Value Time on such day, and (ii) the
denominator of which is the aggregate net value of the Portfolio, determined as
provided above, as of the Value Time on such day plus or minus, as the case may
be, the amount of net additions to or withdrawals from the aggregate
investments in the Portfolio by all investors, including the feeder fund, in
the Portfolio. The percentage so determined for a feeder fund will then be
applied to determine the value of the feeder fund's interest in the Portfolio
as of the Value Time on the following day that net asset value is determined.
APPLICABLE TO MONEY MARKET FUNDS OTHER THAN DEUTSCHE MONEY MARKET SERIES, CASH
MANAGEMENT FUND, CASH RESERVES FUND INSTITUTIONAL AND PRIME SERIES OF CASH
RESERVE FUND, INC. AND DEUTSCHE VARIABLE NAV MONEY FUND. The net asset value
(NAV) per share of a fund is calculated on each day (Valuation Day) on which
the fund is open for business as of the time described in the fund's
prospectus. A fund is open for business each day the New York Stock Exchange
(Exchange) is open for trading, and the fund may, but is not required to,
accept certain types of purchase and redemption orders (not including
exchanges) on days that the Exchange is not open or beyond an early Exchange
closing time, as described in the fund's prospectus. The Exchange is scheduled
to be closed on the following holidays: New Year's Day, Dr. Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas, and on the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday, respectively.
Net asset value per share is determined separately for each class of shares by
dividing the value of the total assets of the fund attributable to the shares
of that class, less all liabilities attributable to that class, by the total
number of shares of that class outstanding. Although there is no guarantee, a
fund's NAV per share will normally be $1.00.
A fund values its portfolio instruments at amortized cost, which does not take
into account unrealized capital gains or losses. This involves initially
valuing an instrument at its cost 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. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
fund would receive if it sold the instrument.
The Board has established procedures reasonably designed to stabilize a fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where a fund's NAV per share calculated by
using market valuations may deviate from the $1.00 per share calculated using
amortized cost. If there were any deviation that the Board believed would
result in a material dilution or unfair result for investors or existing
shareholders, the Board would promptly consider what action, if any, should be
initiated. Such actions could include selling assets prior to maturity to
realize capital gains or losses; shortening the average maturity of a fund's
portfolio; adjusting the level of dividends; redeeming shares in kind; or
valuing assets based on market valuations. For example, if a fund's net asset
value per share (computed using market values) declined, or was expected to
decline, below $1.00 (computed using amortized cost), the fund might
temporarily reduce or suspend dividend payments in an effort to maintain the
net asset value at $1.00 per share. As a result of such reduction or suspension
of dividends or other action by the Board, an investor would receive less
income during a given period than if such a reduction or suspension had not
taken place. Such action could result
II-42
in investors receiving no dividend for the period during which they hold their
shares and receiving, upon redemption, a price per share lower than that which
they paid. On the other hand, if a fund's net asset value per share (computed
using market values) were to increase, or were anticipated to increase above
$1.00 (computed using amortized cost), a fund might supplement dividends in an
effort to maintain the net asset value at $1.00 per share.
Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not
readily available for certain portfolio assets the fair value of such portfolio
assets will be determined in good faith by a fund's Pricing Committee (or, in
some cases, the Board's Valuation Committee) based upon input from the Advisor
or other third parties.
THE FOLLOWING PARAGRAPH APPLIES TO DEUTSCHE VARIABLE NAV MONEY FUND ONLY. The
net asset value of shares of the fund is generally calculated on each day the
New York Stock Exchange is open for trading, as described in the fund's
prospectuses. Pursuant to Board approved valuation procedures, the fund
generally values its portfolio instruments using information furnished by an
independent pricing service or market quotations. Interactive Data Corporation
serves as the primary independent pricing service for the fund. In accordance
with Board approved procedures, in the event pricing service information or
market quotations are not readily available for certain portfolio assets, or
when the value of certain portfolio assets is believed to have been materially
affected by a significant event, the fair value of such portfolio assets will
be determined by the fund's Pricing Committee (or, in some cases, the Board's
Valuation Committee). In accordance with its procedures, the fund will
typically value newly acquired securities at cost on date of acquisition, and
thereafter using information furnished by an independent pricing service.
APPLICABLE TO THE FOLLOWING MONEY MARKET FUNDS (EACH, A FUND): DEUTSCHE MONEY
MARKET SERIES, CASH MANAGEMENT FUND, CASH RESERVES FUND INSTITUTIONAL AND PRIME
SERIES OF CASH RESERVE FUND, INC. Each of these funds pursues its investment
objective by investing substantially all of its assets in a master portfolio -
the Cash Management Portfolio (Portfolio), which has the same investment
objective and is subject to the same investment risks as a fund. The net asset
value (NAV) per share of a fund is calculated on each day (Valuation Day) on
which a fund is open for business as of the time described in a fund's
prospectus. The fund is open for business each day the New York Stock Exchange
(Exchange) is open for trading, and the fund may, but is not required to,
accept certain types of purchase and redemption orders (not including
exchanges) on days that the Exchange is not open or beyond an early Exchange
closing time, as described in a fund's prospectus. The Exchange is scheduled to
be closed on the following holidays: New Year's Day, Dr. Martin Luther King,
Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas, and on the preceding Friday or subsequent
Monday when one of these holidays falls on a Saturday or Sunday, respectively.
Net asset value per share is determined separately for each class of shares by
dividing the value of the total assets of the fund (i.e., the value of a fund's
investment in the Portfolio and any other assets) attributable to the shares of
that class, less all liabilities attributable to that class, by the total
number of shares of that class outstanding. Although there is no guarantee, a
fund's NAV per share will normally be $1.00.
On each Valuation Day, the Portfolio determines its net value (i.e., the value
of the Portfolio's portfolio instruments and any other assets less all
liabilities). The Portfolio values its portfolio instruments at amortized cost,
which does not take into account unrealized capital gains or losses. This
involves initially valuing an instrument at its cost 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.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than
the price the Portfolio would receive if it sold the instrument.
Each investor in the Portfolio, including a fund, may add to or reduce its
investment in the Portfolio on each Valuation Day. At the close of each such
Valuation Day, the value of each investor's beneficial interest in the
Portfolio will be determined by multiplying the net value of the Portfolio, as
determined by amortized cost, 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 as of the
close of business on that day, will then be effected. The percentage of the
aggregate beneficial interests in the Portfolio held by each investor in the
Portfolio, including a fund will then be recomputed as the percentage equal to
the fraction (i) the
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numerator of which is the value of the investor's investment in the Portfolio
as of the close of business on such day plus or minus, as the case may be, the
amount of net additions to or withdrawals from such investor's investment in
the Portfolio effected as of the close of business on such day, and (ii) the
denominator of which is the aggregate net value of the Portfolio, as determined
by amortized cost, as of the close of business on such day plus or minus, as
the case may be, the amount of net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors, including a fund, in
the Portfolio. The percentage so determined for a fund will then be applied to
determine the value of a fund's interest in the Portfolio as of the close of
the following Valuation Day.
The Board has established procedures reasonably designed to stabilize a fund's
NAV per share at $1.00. Under the procedures, the Advisor will monitor and
notify the Board of circumstances where a fund's NAV per share calculated based
on valuing the fund's investment in the Portfolio and the fund's other assets
using market valuations may deviate from the $1.00 per share calculated based
on valuing a fund's investment in the Portfolio and a fund's other assets using
amortized cost. If there were any deviation that the Board believed would
result in a material dilution or unfair result for investors or existing
shareholders, the Board would promptly consider what action, if any, should be
initiated. Such actions could include selling assets prior to maturity to
realize capital gains or losses; shortening average maturity of the investment
portfolio; adjusting the level of dividends; redeeming shares in kind; or
valuing assets based on market valuations. For example, if a fund's net asset
value per share (computed using market values) declined, or was expected to
decline, below $1.00 (computed using amortized cost), the fund might
temporarily reduce or suspend dividend payments in an effort to maintain the
net asset value at $1.00 per share. As a result of such reduction or suspension
of dividends or other action by the Board, an investor would receive less
income during a given period than if such a reduction or suspension had not
taken place. Such action could result in investors receiving no dividend for
the period during which they hold their shares and receiving, upon redemption,
a price per share lower than that which they paid. On the other hand, if a
fund's net asset value per share (computed using market values) were to
increase, or were anticipated to increase above $1.00 (computed using amortized
cost), a fund might supplement dividends in an effort to maintain the net asset
value at $1.00 per share. Because a fund invests substantially all of its
assets in the Portfolio, certain of these actions could be implemented at the
Portfolio level at the discretion of its Board.
Market valuations are obtained by using actual quotations provided by market
makers, estimates of market value, or values obtained from yield data relating
to classes of money market instruments published by reputable sources at the
mean between the bid and asked prices for the instruments. In accordance with
procedures approved by the Board, in the event market quotations are not
readily available for certain portfolio assets the fair value of such portfolio
assets will be determined in good faith by the Portfolio's Pricing Committee
(or, in some cases, the Board's Valuation Committee) based upon input from the
Advisor or other third parties.
PROXY VOTING POLICY AND GUIDELINES
Each fund has delegated proxy voting responsibilities to the Advisor, subject
to the Board's general oversight. A fund has delegated proxy voting to the
Advisor with the direction that proxies should be voted consistent with the
fund's best economic interests. The Advisor has adopted its own Proxy Voting
Policy and Guidelines (Policy) for this purpose. The Policy addresses, among
other things, conflicts of interest that may arise between the interests of a
fund, and the interests of the Advisor and its affiliates, including a fund's
principal underwriter. The Policy is included in PART II - APPENDIX II-I.
You may obtain information about how a fund voted proxies related to its
portfolio securities during the 12-month period ended June 30 by visiting the
Securities and Exchange Commission's Web site at www.sec.gov or by visiting our
Web site at deutschefunds.com (click on "proxy voting" at the bottom of the
page).
MISCELLANEOUS
A fund's prospectus(es) and this SAI omit certain information contained in the
Registration Statement which a fund has filed with the SEC under the Securities
Act of 1933 and reference is hereby made to the Registration Statement for
further information with respect to a fund and the securities offered hereby.
This Registration Statement and its amendments are available for inspection by
the public at the SEC's Public Reference Room in Washington, D.C.
II-44
RATINGS OF INVESTMENTS
BONDS AND COMMERCIAL PAPER RATINGS
Set forth below are descriptions of ratings which represent opinions as to the
quality of the securities. It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.
MOODY'S INVESTORS SERVICE, INC.'S LONG-TERM OBLIGATION RATINGS
Moody's long-term ratings are assigned to issuers or obligations with an
original maturity of one year or more and reflect both on the likelihood of a
default on contractually promised payments and the expected financial loss
suffered in the event of default.
AAA Obligations rated Aaa are judged to be of the highest quality, subject to
the lowest level of credit risk.
AA Obligations rated Aa are judged to be of high quality and are subject to
very low credit risk.
A Obligations rated A are judged to be upper-medium grade and are subject to
low credit risk.
BAA Obligations rated Baa are judged to be medium-grade and subject to moderate
credit risk and as such may possess certain speculative characteristics.
BA Obligations rated Ba are judged to be speculative and are subject to
substantial credit risk.
B Obligations rated B are considered speculative and are subject to high credit
risk.
CAA Obligations rated Caa are judged to be speculative of poor standing and are
subject to very high credit risk.
CA Obligations rated Ca are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.
C Obligations rated C are the lowest rated and are typically in default, with
little prospect for recovery of principal or interest.
NOTE: Moody's appends numerical modifiers 1, 2, and 3 to each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category. Additionally, a ("hyb") indicator is
appended to all ratings of hybrid securities issued by banks, insurers, finance
companies, and securities firms.
By their terms, hybrid securities allow for the omission of scheduled
dividends, interest, or principal payments, which can potentially result in
impairment if such an omission occurs. Hybrid securities may also be subject to
contractually allowable write-downs of principal that could result in
impairment. Together with the hybrid indicator, the long-term obligation rating
assigned to a hybrid security is an expression of the relative credit risk
associated with that security.
MOODY'S INVESTORS SERVICE, INC.'S SHORT-TERM OBLIGATION RATINGS
Moody's short-term ratings are assigned to obligations with an original
maturity of thirteen months or less and reflect both on the likelihood of a
default on contractually promised payments and the expected financial loss
suffered in the event of default.
Moody's employs the following designations to indicate the relative repayment
ability of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a superior ability
to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an acceptable
ability to repay short-term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not fall within any
of the Prime rating categories.
MOODY'S INVESTORS SERVICE, INC.'S US MUNICIPAL SHORT-TERM DEBT AND DEMAND
OBLIGATION RATINGS
SHORT-TERM OBLIGATION RATINGS
The Municipal Investment Grade (MIG) scale is used to rate US municipal bond
anticipation notes of up to three years maturity. Municipal notes rated on the
MIG scale may be secured by either pledged revenues or proceeds of a take-out
financing received prior to note maturity. MIG ratings expire at the maturity
of the obligation, and the issuer's long-term rating is only one consideration
in assigning the MIG rating. MIG ratings are divided into three levels - MIG 1
through MIG 3 - while speculative grade short-term obligations are designated
SG.
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MIG 1 This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support, or
demonstrated broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of protection are
ample, although not as large as in the preceding group.
MIG 3 This designation denotes acceptable credit quality. Liquidity and
cash-flow protection may be narrow, and market access for refinancing is likely
to be less well-established.
SG This designation denotes speculative-grade credit quality. Debt instruments
in this category may lack sufficient margins of protection.
DEMAND OBLIGATION RATINGS
In the case of variable rate demand obligations (VRDOs), a two-component rating
is assigned: a long or short-term debt rating and a demand obligation rating.
The first element represents Moody's evaluation of risk associated with
scheduled principal and interest payments. The second element represents
Moody's evaluation of risk associated with the ability to receive purchase
price upon demand ("demand feature"). The second element uses a rating from a
variation of the MIG scale called the Variable Municipal Investment Grade
(VMIG) scale.
The rating transitions on the VMIG scale differ from those on the Prime scale
to reflect the risk that external liquidity support generally will terminate if
the issuer's long-term rating drops below investment grade.
VMIG 1 This designation denotes superior credit quality. Excellent protection
is afforded by the superior short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.
VMIG 2 This designation denotes strong credit quality. Good protection is
afforded by the strong short-term credit strength of the liquidity provider and
structural and legal protections that ensure the timely payment of purchase
price upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate protection
is afforded by the satisfactory short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.
SG This designation denotes speculative-grade credit quality. Demand features
rated in this category may be supported by a liquidity provider that does not
have an investment grade short-term rating or may lack the structural and/or
legal protections necessary to ensure the timely payment of purchase price upon
demand.
STANDARD & POOR'S RATINGS SERVICES LONG-TERM ISSUE CREDIT RATINGS
INVESTMENT GRADE
AAA An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.
AA An obligation rated 'AA' differs from the highest-rated obligations only to
a small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.
A An obligation rated 'A' is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.
BBB An obligation rated 'BBB' exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead
to a weakened capacity of the obligor to meet its financial commitment on the
obligation.
SPECULATIVE GRADE
Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as having
significant speculative characteristics. 'BB' indicates the lowest degree of
speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.
BB An obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.
B An obligation rated 'B' is more vulnerable to nonpayment than obligations
rated 'BB', but the obligor currently has the capacity to meet its financial
commitment on the
II-46
obligation. Adverse business, financial, or economic conditions will likely
impair the obligor's capacity or willingness to meet its financial commitment
on the obligation.
CCC An obligation rated 'CCC' is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.
CC An obligation rated 'CC' is currently highly vulnerable to nonpayment. The
'CC' rating is used when a default has not yet occurred, but Standard & Poor's
expects default to be a virtual certainty, regardless of the anticipated time
to default.
C An obligation rated 'C' is currently highly vulnerable to nonpayment, and the
obligation is expected to have lower relative seniority or lower ultimate
recovery compared to obligations that are rated higher.
D An obligation rated 'D' is in default or in breach of an imputed promise. For
non-hybrid capital instruments, the 'D' rating category is used when payments
on an obligation are not made on the date due, unless Standard & Poor's
believes that such payments will be made within five business days in the
absence of a stated grace period or within the earlier of the stated grace
period or 30 calendar days. The 'D' rating also will be used upon the filing of
a bankruptcy petition or the taking of similar action and where default on an
obligation is a virtual certainty, for example due to automatic stay
provisions. An obligation's rating is lowered to 'D' if it is subject to a
distressed exchange offer.
NR This indicates that no rating has been requested, or that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.
PLUS (+) OR MINUS (-) The ratings from 'AA' to 'CCC' may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within the
major rating categories.
STANDARD & POOR'S RATINGS SERVICES SHORT-TERM ISSUE CREDIT RATINGS
A-1 A short-term obligation rated 'A-1' is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitment on these obligations is extremely strong.
A-2 A short-term obligation rated 'A-2' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.
A-3 A short-term obligation rated 'A-3' exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.
B A short-term obligation rated 'B' is regarded as vulnerable and has
significant speculative characteristics. The obligor currently has the capacity
to meet its financial commitments; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet its
financial commitments.
C A short-term obligation rated 'C' is currently vulnerable to nonpayment and
is dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation.
D A short-term obligation rated 'D' is in default or in breach of an imputed
promise. For non-hybrid capital instruments, the 'D' rating category is used
when payments on an obligation are not made on the date due, unless Standard &
Poor's believes that such payments will be made within any stated grace period.
However, any stated grace period longer than five business days will be treated
as five business days. The 'D' rating also will be used upon the filing of a
bankruptcy petition or the taking of a similar action and where default on an
obligation is a virtual certainty, for example due to automatic stay
provisions. An obligation's rating is lowered to 'D' if it is subject to a
distressed exchange offer.
SPUR (STANDARD & POOR'S UNDERLYING RATING) A SPUR rating is an opinion about
the stand-alone capacity of an obligor to pay debt service on a credit-enhanced
debt issue, without giving effect to the enhancement that applies to it. These
ratings are published only at the request of the debt issuer/obligor with the
designation SPUR to distinguish them from the credit-enhanced rating that
applies to the debt issue. Standard & Poor's maintains surveillance of an issue
with a published SPUR.
II-47
STANDARD & POOR'S RATINGS SERVICES MUNICIPAL SHORT-TERM NOTE RATINGS
DEFINITIONS
A Standard & Poor's US municipal note rating reflects Standard & Poor's opinion
about the liquidity factors and market access risks unique to the notes. Notes
due in three years or less will likely receive a note rating. Notes with an
original maturity of more than three years will most likely receive a long-term
debt rating. In determining which type of rating, if any, to assign, Standard &
Poor's analysis will review the following considerations:
o Amortization schedule - the larger the final maturity relative to other
maturities, the more likely it will be treated as a note; and
o Source of payment - the more dependent the issue is on the market for its
refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue determined to
possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2 Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.
SP-3 Speculative capacity to pay principal and interest.
DUAL RATINGS
Standard & Poor's may assign "dual" ratings to all debt issues that have a put
option or demand feature as part of their structure. The first component of the
rating addresses the likelihood of repayment of principal and interest as due,
and the second component of the rating addresses only the demand feature. The
first component of the rating can relate to either a short-term or long-term
transaction and accordingly use either short-term or long-term rating symbols.
The second component of the rating relates to the put option and is assigned a
short-term rating symbol (for example, 'AAA-1+' or 'A-1+/A-1'). With US
municipal short-term demand debt, the US municipal short-term note rating
symbols are used for the first component of the rating (for example,
'SP-1+/A-1+').
STANDARD & POOR'S DIVIDEND RANKINGS FOR COMMON STOCKS
Standard & Poor's has provided Earnings and Dividend Rankings, commonly
referred to as Quality Rankings, on common stocks since 1956. Quality Rankings
reflect the long-term growth and stability of a company's earnings and
dividends.
The Quality Rankings System attempts to capture the growth and stability of
earnings and dividends record in a single symbol. In assessing Quality
Rankings, Standard & Poor's recognizes that earnings and dividend performance
is the end result of the interplay of various factors such as products and
industry position, corporate resources and financial policy. Over the long run,
the record of earnings and dividend performance has a considerable bearing on
the relative quality of stocks.
The rankings, however, do not profess to reflect all of the factors, tangible
or intangible, that bear on stock quality.
The rankings are generated by a computerized system and are based on per-share
earnings and dividend records of the most recent 10 years - a period long
enough to measure significant secular growth, capture indications of basic
change in trend as they develop, encompass the full peak-to-peak range of the
business cycle, and include a bull and a bear market. Basic scores are computed
for earnings and dividends, and then adjusted as indicated by a set of
predetermined modifiers for change in the rate of growth, stability within
long-term trends, and cyclicality. Adjusted scores for earnings and dividends
are then combined to yield a final ranking.
The ranking system makes allowance for the fact that corporate size generally
imparts certain advantages from an investment standpoint. Conversely, minimum
size limits (in sales volume) are set for the various rankings. However, the
system provides for making exceptions where the score reflects an outstanding
earnings and dividend record. The following table shows the letter
classifications and brief descriptions of Quality Rankings.
A+ Highest B+ Average C Lowest
A High B Below Average D In Reorganization
A- Above Average B- Lower LIQ Liquidation
The ranking system grants some exceptions to the pure quantitative ranking.
Thus, if a company has not paid any dividend over the past 10 years, it is very
unlikely that it will rank higher than A-. In addition, companies may receive a
bonus score based on their sales volume. If a company
II-48
omits a dividend on preferred stock, it will receive a rank of no better than C
that year. If a company pays a dividend on the common stock, it is highly
unlikely that the rank will be below B-, even if it has incurred losses. In
addition, if a company files for bankruptcy, the model's rank is automatically
changed to D.
FITCH RATINGS LONG-TERM RATING SCALES
INVESTMENT GRADE
AAA: Highest credit quality. `AAA' ratings denote the lowest expectation of
default risk. They are assigned only in cases of exceptionally strong capacity
for payment of financial commitments. This capacity is highly unlikely to be
adversely affected by foreseeable events.
AA: Very high credit quality. `AA' ratings denote expectations of very low
default risk. They indicate very strong capacity for payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A: High credit quality. `A' ratings denote expectations of low default risk.
The capacity for payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.
BBB: Good credit quality. `BBB' ratings indicate that expectations of default
risk are currently low. The capacity for payment of financial commitments is
considered adequate but adverse business or economic conditions are more likely
to impair this capacity.
SPECULATIVE GRADE
BB: Speculative. `BB' ratings indicate an elevated vulnerability to default
risk, particularly in the event of adverse changes in business or economic
conditions over time; however, business or financial flexibility exists which
supports the servicing of financial commitments.
B: Highly speculative. `B' ratings indicate that material default risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met; however, capacity for continued payment is vulnerable to
deterioration in the business and economic environment.
CCC: Substantial credit risk. Default is a real possibility.
CC: Very high levels of credit risk. Default of some kind appears probable.
C: Exceptionally high levels of credit risk. Default is imminent or inevitable,
or the issuer is in standstill. Conditions that are indicative of a `C'
category rating for an issuer include:
a. the issuer has entered into a grace or cure period following non-payment of
a material financial obligation;
b. the issuer has entered into a temporary negotiated waiver or standstill
agreement following a payment default on a material financial obligation; or
c. Fitch Ratings otherwise believes a condition of `RD' or `D' to be imminent
or inevitable, including through the formal announcement of a distressed debt
exchange.
RD: Restricted default. `RD' ratings indicate an issuer that in Fitch Ratings'
opinion has experienced an uncured payment default on a bond, loan or other
material financial obligation but which has not entered into bankruptcy
filings, administration, receivership, liquidation or other formal winding-up
procedure, and which has not otherwise ceased operating. This would include:
a. the selective payment default on a specific class or currency of debt;
b. the uncured expiry of any applicable grace period, cure period or default
forbearance period following a payment default on a bank loan, capital markets
security or other material financial obligation;
c. the extension of multiple waivers or forbearance periods upon a payment
default on one or more material financial obligations, either in series or in
parallel; or
d. execution of a distressed debt exchange on one or more material financial
obligations.
D: Default. `D' ratings indicate an issuer that in Fitch Ratings' opinion has
entered into bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their
obligations; within this context, non-payment on an instrument that contains a
deferral feature or grace period will generally not be considered a default
until after the expiration of the deferral or grace period, unless a default is
otherwise driven by bankruptcy or other similar circumstance, or by a
distressed debt exchange.
II-49
"Imminent" default typically refers to the occasion where a payment default has
been intimated by the issuer, and is all but inevitable. This may, for example,
be where an issuer has missed a scheduled payment, but (as is typical) has a
grace period during which it may cure the payment default. Another alternative
would be where an issuer has formally announced a distressed debt exchange, but
the date of the exchange still lies several days or weeks in the immediate
future.
In all cases, the assignment of a default rating reflects the agency's opinion
as to the most appropriate rating category consistent with the rest of its
universe of ratings, and may differ from the definition of default under the
terms of an issuer's financial obligations or local commercial practice.
NOTE: The modifiers "+" or "-" may be appended to a rating to denote relative
status within major rating categories. Such suffixes are not added to the `AAA'
Long-Term IDR category, or to Long-Term IDR categories below `B'.
FITCH RATINGS SHORT-TERM RATINGS
F1: Highest short-term credit quality. Indicates the strongest intrinsic
capacity for timely payment of financial commitments; may have an added "+" to
denote any exceptionally strong credit feature.
F2: Good short-term credit quality. Good intrinsic capacity for timely payment
of financial commitments.
F3: Fair short-term credit quality. The intrinsic capacity for timely payment
of financial commitments is adequate.
B: Speculative short-term credit quality. Minimal capacity for timely payment
of financial commitments, plus heightened vulnerability to near term adverse
changes in financial and economic conditions.
C: High short-term default risk. Default is a real possibility.
RD: Restricted default. Indicates an entity that has defaulted on one or more
of its financial commitments, although it continues to meet other financial
obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default
of a short-term obligation.
FITCH RATINGS MUNICIPAL SHORT-TERM RATINGS
The highest ratings for state and municipal short-term obligations are "F-1+,"
"F-1," and "F-2."
II-50
PART II: APPENDIX II-A - BOARD MEMBERS AND OFFICERS
IDENTIFICATION AND BACKGROUND
The following table presents certain information regarding the Board Members of
the Trust/Corporation. Each Board Member's year of birth is set forth in
parentheses after his or her name. Unless otherwise noted, (i) each Board
Member has engaged in the principal occupation(s) noted in the table for at
least the most recent five years, although not necessarily in the same
capacity, and (ii) the address of each Board Member that is not an "interested
person" (as defined in the 1940 Act) of the Trust/Corporation or the Advisor
(each, an "Independent Board Member") is c/o Kenneth C. Froewiss, Chairman,
Deutsche Mutual Funds, P.O. Box 390601, Cambridge, MA 02139. The term of office
for each Board Member is until the election and qualification of a successor,
or until such Board Member sooner dies, resigns, is removed or as otherwise
provided in the governing documents of the Trust/Corporation. Because the fund
does not hold an annual meeting of shareholders, each Board Member will hold
office for an indeterminate period.
INDEPENDENT BOARD MEMBERS
NAME, YEAR OF BIRTH,
POSITION NUMBER OF
WITH THE TRUST/CORPORATION FUNDS IN DEUTSCHE
AND LENGTH OF TIME BUSINESS EXPERIENCE AND FUND COMPLEX OTHER DIRECTORSHIPS
SERVED/(1)/ DIRECTORSHIPS DURING THE PAST 5 YEARS OVERSEEN HELD BY BOARD MEMBER
Kenneth C. Froewiss (1945) Retired Clinical Professor of Finance, NYU 106 -
Chairperson since 2013, and Stern School of Business (1997- 2014);
Board Member since 2001 Member, Finance Committee, Association
for Asian Studies (2002-present); Director,
Mitsui Sumitomo Insurance Group (US)
(2004-present); prior thereto, Managing
Director, J.P. Morgan (investment banking
firm) (until 1996)
William McClayton (1944) Private equity investor (since October 2009); 106 -
Vice Chairperson since previously: Managing Director, Diamond
2013, and Board Member Management & Technology Consultants, Inc.
since 2004 (global consulting firm) (2001-2009);
Directorship: Board of Managers, YMCA of
Metropolitan Chicago; formerly: Senior
Partner, Arthur Andersen LLP (accounting)
(1966-2001); Trustee, Ravinia Festival
John W. Ballantine (1946) Retired; formerly: Executive Vice President 106 Portland General Electric/(2)/
Board Member since 1999 and Chief Risk Management Officer, First (utility company) (2003-
Chicago NBD Corporation/The First National present)
Bank of Chicago (1996-1998); Executive Vice
President and Head of International Banking
(1995-1996); former Directorships: Director
and Chairman of the Board, Healthways
Inc./(2)/ (provider of disease and care
management services) (2003-2014);
Stockwell Capital Investments PLC (private
equity); First Oak Brook Bancshares, Inc. and
Oak Brook Bank; Prisma Energy International
II-51
NAME, YEAR OF BIRTH,
POSITION NUMBER OF
WITH THE TRUST/CORPORATION FUNDS IN DEUTSCHE
AND LENGTH OF TIME BUSINESS EXPERIENCE AND FUND COMPLEX OTHER DIRECTORSHIPS
SERVED/(1)/ DIRECTORSHIPS DURING THE PAST 5 YEARS OVERSEEN HELD BY BOARD MEMBER
Henry P. Becton, Jr. (1943) Vice Chair and former President, WGBH 106 Director, Becton Dickinson
Board Member since 1990 Educational Foundation. Directorships: Public and Company/(2)/ (medical
Radio International; Public Radio Exchange technology company)
(PRX); former Directorships: Belo
Corporation/(2)/ (media company); The PBS
Foundation; Association of Public Television
Stations; Boston Museum of Science;
American Public Television; Concord
Academy; New England Aquarium; Mass.
Corporation for Educational
Telecommunications; Committee for
Economic Development; Public Broadcasting
Service; Connecticut College; North Bennett
Street School (Boston)
Dawn-Marie Driscoll (1946) Emeritus Executive Fellow, Center for 106 -
Board Member since 1987 Business Ethics, Bentley University;
formerly: President, Driscoll Associates
(consulting firm); Partner, Palmer & Dodge
(law firm) (1988-1990); Vice President of
Corporate Affairs and General Counsel,
Filene's (1978-1988); Directorships: Director
of ICI Mutual Insurance Company (since
2007); Advisory Board, Center for Business
Ethics, Bentley University; Trustee and
former Chairman of the Board, Southwest
Florida Community Foundation (charitable
organization); former Directorships: Sun
Capital Advisers Trust (mutual funds) (2007-
2012); Investment Company Institute (audit,
executive, nominating committees) and
Independent Directors Council (governance,
executive committees)
Keith R. Fox, CFA (1954) Managing General Partner, Exeter Capital 106 -
Board Member since 1996 Partners (a series of private investment
funds) (since 1986); Directorships:
Progressive International Corporation
(kitchen goods importer and distributor); The
Kennel Shop (retailer); former Chairman,
National Association of Small Business
Investment Companies; former
Directorships: BoxTop Media Inc.
(advertising); Sun Capital Advisers Trust
(mutual funds) (2011-2012)
Paul K. Freeman (1950) Consultant, World Bank/Inter-American 106 -
Board Member since 1993 Development Bank; Chair, Independent
Directors Council; Investment Company
Institute (executive and nominating
committees); formerly: Chairman of
Education Committee of Independent
Directors Council; Project Leader,
International Institute for Applied Systems
Analysis (1998-2001); Chief Executive
Officer, The Eric Group, Inc. (environmental
insurance) (1986-1998); Directorships:
Denver Zoo Foundation (December 2012-
present); former Directorships: Prisma
Energy International
II-52
NAME, YEAR OF BIRTH,
POSITION NUMBER OF
WITH THE TRUST/CORPORATION FUNDS IN DEUTSCHE
AND LENGTH OF TIME BUSINESS EXPERIENCE AND FUND COMPLEX OTHER DIRECTORSHIPS
SERVED/(1)/ DIRECTORSHIPS DURING THE PAST 5 YEARS OVERSEEN HELD BY BOARD MEMBER
Richard J. Herring (1946) Jacob Safra Professor of International 106 Director, Aberdeen Singapore
Board Member since 1990 Banking and Professor, Finance Department, and Japan Funds (since
The Wharton School, University of 2007), Independent Director
Pennsylvania (since July 1972); Co-Director, of Barclays Bank Delaware
Wharton Financial Institutions Center; Co- (since September 2010)
Chair, U.S. Shadow Financial Regulatory
Committee; Executive Director, Financial
Economists Roundtable; formerly: Vice Dean
and Director, Wharton Undergraduate
Division (July 1995-June 2000); Director,
Lauder Institute of International
Management Studies (July 2000-June 2006)
Rebecca W. Rimel (1951) President and Chief Executive Officer, The 106 Director, Becton Dickinson
Board Member since 1995 Pew Charitable Trusts (charitable and Company/(2)/ (medical
organization) (1994 to present); formerly: technology company) (2012-
Executive Vice President, The Glenmede present); Director,
Trust Company (investment trust and wealth BioTelemetry Inc./(2)/
management) (1983-2004); Board Member, (healthcare) (2009-present)
Investor Education (charitable organization)
(2004-2005); Trustee, Executive Committee,
Philadelphia Chamber of Commerce (2001-
2007); Director, Viasys Health Care/(2)/
(January 2007-June 2007); Trustee, Thomas
Jefferson Foundation (charitable organization)
(1994 to 2012)
William N. Searcy, Jr. (1946) Private investor since October 2003; 106 -
Board Member since 1993 formerly: Pension & Savings Trust Officer,
Sprint Corporation/(2)/ (telecommunications)
(November 1989-September 2003); Trustee,
Sun Capital Advisers Trust (mutual funds)
(1998-2012)
Jean Gleason Stromberg Retired; formerly: Consultant (1997-2001); 106 -
(1943) Director, Financial Markets US Government
Board Member since 1997 Accountability Office (1996-1997); Partner,
Norton Rose Fulbright, L.L.P. (law firm)
(1978-1996); Directorships: The William and
Flora Hewlett Foundation (charitable
organization); former Directorships: Service
Source, Inc. (nonprofit), Mutual Fund
Directors Forum (2002-2004), American Bar
Retirement Association (funding vehicle for
retirement plans) (1987-1990 and 1994-
1996)
OFFICERS/(4)/
NAME, YEAR OF BIRTH, POSITION
WITH THE TRUST/CORPORATION BUSINESS EXPERIENCE AND
AND LENGTH OF TIME SERVED/(5)/ DIRECTORSHIPS DURING THE PAST 5 YEARS
Brian E. Binder/(8)/ (1972) Managing Director/(3)/ and Head of Fund Administration, Deutsche Asset Management
President and Chief Executive (2013-present); formerly: Head of Business Management and Consulting at Invesco,
Officer, 2013-present Ltd. (2010-2012); Chief Administrative Officer, Van Kampen Funds Inc. (2008-2010); and
Chief Administrative Officer, Morgan Stanley Investment Management Americas
Distribution (2003-2008)
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NAME, YEAR OF BIRTH, POSITION
WITH THE TRUST/CORPORATION BUSINESS EXPERIENCE AND
AND LENGTH OF TIME SERVED/(5)/ DIRECTORSHIPS DURING THE PAST 5 YEARS
John Millette/(7)/ (1962) Director/(3)/, Deutsche Asset Management
Vice President and Secretary,
1999-present
Melinda Morrow/(6)/ (1970) Director/(3)/, Deutsche Asset Management
Vice President, 2012-present
Paul H. Schubert/(6)/ (1963) Managing Director/(3)/, Deutsche Asset Management (since July 2004); formerly:
Chief Financial Officer, 2004- Executive Director, Head of Mutual Fund Services and Treasurer for UBS Family of
present Funds (1998-2004); Vice President and Director of Mutual Fund Finance at UBS Global
Treasurer, 2005-present Asset Management (1994-1998)
Caroline Pearson/(7)/ (1962) Managing Director/(3)/, Deutsche Asset Management; formerly: Assistant Secretary for
Chief Legal Officer, 2010- DWS family of funds (1997-2010)
present
Robert Kloby/(6)/ (1962) Managing Director/(3)/, Deutsche Asset Management
Chief Compliance Officer,
2006-present
Wayne Salit/(6)(9)/ (1967) Director/(3)/, Deutsche Asset Management; formerly: Managing Director, AML
Anti-Money Laundering Compliance Officer at BNY Mellon (2011-2014); and Director, AML Compliance Officer
Compliance Officer, 2014- at Deutsche Bank (2004-2011)
present
Hepsen Uzcan/(6)/ (1974) Director/(3)/, Deutsche Asset Management
Assistant Secretary, 2013-
present
Paul Antosca/(7)/(1957) Director/(3)/, Deutsche Asset Management
Assistant Treasurer, 2007-
present
Jack Clark /(7)/ (1967) Director/(3)/, Deutsche Asset Management
Assistant Treasurer, 2007-
present
Diane Kenneally/(7)/ (1966) Director/(3)/, Deutsche Asset Management
Assistant Treasurer, 2007-
present
/(1)/ The length of time served represents the year in which the Board Member
joined the board of one or more Deutsche funds currently overseen by the
Board.
/(2)/ A publicly held company with securities registered pursuant to Section 12
of the Securities Exchange Act of 1934.
/(3)/ Executive title, not a board directorship.
/(4)/ As a result of their respective positions held with the Advisor, these
individuals are considered "interested persons" of the Advisor within the
meaning of the 1940 Act. Interested persons receive no compensation from
the fund.
/(5)/ The length of time served represents the year in which the officer was
first elected in such capacity for one or more Deutsche funds.
/(6)/ Address: 60 Wall Street, New York, New York 10005.
/(7)/ Address: One Beacon Street, Boston, Massachusetts 02108.
/(8)/ Address: 222 South Riverside Plaza, Chicago, Illinois 60606.
/(9)/ Effective as of June 16, 2014.
Certain officers hold similar positions for other investment companies for
which DIMA or an affiliate serves as the Advisor.
OFFICER'S ROLE WITH PRINCIPAL UNDERWRITER: DEAWM DISTRIBUTORS, INC.
Paul H. Schubert: Vice President
Caroline Pearson: Secretary
Wayne Salit: AML Compliance Officer
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BOARD MEMBER QUALIFICATIONS
The Nominating and Governance Committee is responsible for recommending
proposed nominees for election to the full Board for its approval. In
recommending the election of the current Board Members, the Committee generally
considered the educational, business and professional experience of each Board
Member in determining his or her qualifications to serve as a Board Member,
including the Board Member's record of service as a director or trustee of
public and private organizations. In the case of most Board Members, this
included their many years of previous service as a trustee of certain of the
Deutsche funds. This previous service has provided these Board Members with a
valuable understanding of the history of the Deutsche funds and the DIMA
organization and has also served to demonstrate their high level of diligence
and commitment to the interests of fund shareholders and their ability to work
effectively and collegially with other members of the Board. The Committee also
considered, among other factors, the particular attributes described below with
respect to the various individual Board Members:
John W. Ballantine - Mr. Ballantine's experience in banking, financial risk
management and investments acquired in the course of his service as a senior
executive of a major US bank.
Henry P. Becton, Jr. - Mr. Becton's professional training and experience as an
attorney, his experience as the chief executive officer of a major public media
company and his experience as lead director of two NYSE companies, including
his service at various times as the chair of the audit, compensation and
nominating committees of one or both of such boards.
Dawn-Marie Driscoll - Ms. Driscoll's professional training and experience as an
attorney, her expertise as a consultant, professor and author on the subject of
business ethics, her service as a member of the executive committee of the
Independent Directors Council of the Investment Company Institute and her
experience as a director of an insurance company serving the mutual fund
industry.
Keith R. Fox - Mr. Fox's experience as the chairman and a director of various
private operating companies and investment partnerships and his experience as a
director and audit committee member of several public companies. In addition,
he holds the Chartered Financial Analyst designation.
Paul K. Freeman - Dr. Freeman's professional training and experience as an
attorney and an economist, his experience as the founder and chief executive
officer of an insurance company, his experience as a senior executive and
consultant for various companies focusing on matters relating to risk
management and his service on the Independent Directors Council of the
Investment Company Institute.
Kenneth C. Froewiss - Dr. Froewiss' professional training and experience as an
economist, his experience in finance acquired in various professional positions
with governmental and private banking organizations and his experience as a
professor of finance at a leading business school.
Richard J. Herring - Mr. Herring's experience as a professor of finance at a
leading business school and his service as an advisor to various professional
and governmental organizations.
William McClayton - Mr. McClayton's professional training and experience in
public accounting, including his service as a senior partner of a major public
accounting firm focusing on financial markets companies and his service as a
senior executive of a public management consulting firm.
Rebecca W. Rimel - Ms. Rimel's experience on a broad range of public policy
issues acquired during her service as the executive director of a major
foundation and her experience as a director of several public companies.
William N. Searcy, Jr. - Mr. Searcy's experience as an investment officer for
various major public company retirement plans, which included evaluation of
unaffiliated investment advisers and supervision of various administrative and
accounting functions.
II-55
Jean Gleason Stromberg - Ms. Stromberg's professional training and experience
as an attorney specializing in federal securities law, her service in a senior
position with the Securities and Exchange Commission and the US Government
Accountability Office and her experience as a director and audit committee
member of several major non-profit organizations.
II-56
PART II: APPENDIX II-B - PORTFOLIO MANAGEMENT COMPENSATION
FOR FUNDS ADVISED BY DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. OR ITS
AFFILIATES
Each fund is managed by a team of investment professionals who each play an
important role in a fund's management process. Team members work together to
develop investment strategies and select securities for a fund. This team works
for the Advisor or its affiliates and is supported by a large staff of
economists, research analysts, traders and other investment specialists. The
Advisor or its affiliates believe(s) its team approach benefits investors by
bringing together many disciplines and leveraging its extensive resources. Team
members with primary responsibility for management of a fund, as well as team
members who have other ongoing management responsibilities for a fund, are
identified in each fund's prospectus, as of the date of a fund's prospectus.
Composition of the team may change over time, and shareholders and investors
will be notified of changes affecting individuals with primary fund management
responsibility.
COMPENSATION OF PORTFOLIO MANAGERS
Portfolio managers are paid on a Total Compensation basis, which includes: (i)
fixed pay (base salary), which is linked to job function, responsibilities and
internal and external peer comparison; and (ii) variable compensation, which is
discretionary and linked to investment performance, individual contribution,
and the overall financial results of both Deutsche Asset Management and
Deutsche Bank AG. Variable compensation can be delivered via a short-term
and/or long-term vehicle, namely cash, equity upfront awards, restricted equity
awards, and/or restricted incentive awards. Additionally, to better align the
interests of investors and portfolio managers, a portion of the long-term
variable compensation that portfolio managers receive will be designated for
investment in shares of the funds they manage, where possible. Variable
compensation comprises a greater proportion of total compensation as a
portfolio manager's seniority and total compensation level increase. The
proportion of variable compensation delivered via a long-term incentive award,
which is subject to clawback, increases significantly as the amount of variable
compensation increases. All variable compensation delivered via long-term
incentive award is subject to clawback.
To evaluate its investment professionals, Deutsche Asset Management reviews
investment performance for all accounts managed in relation to the appropriate
Morningstar peer group universe with respect to a fund, iMoneyNet peer group
with respect to a money market fund or relevant benchmark index(es) set forth
in the governing documents with respect to each other account type. The
ultimate goal of this process is to evaluate the degree to which investment
professionals deliver investment performance that meets or exceeds their
clients' risk and return objectives. When determining Total Compensation,
Deutsche Asset Management considers a number of quantitative and qualitative
factors:
o Quantitative measures (e.g. one-, three- and five-year pre-tax returns
versus the appropriate Morningstar peer group universe for a fund, or
versus the appropriate iMoneyNet peer group for a money market fund, taking
risk targets into account) are utilized to measure performance.
o Qualitative measures (e.g. adherence to, as well as contributions to, the
enhancement of the investment process) are included in the performance
review.
o Other factors (e.g. non-investment related performance, teamwork, adherence
to compliance rules, risk management and 'living the values" of Deutsche
Asset Management) are included as part of a discretionary component of the
review process, giving management the ability to consider additional
markers of performance on a subjective basis.
CONFLICTS
Real, potential or apparent conflicts of interest may arise when a portfolio
manager has day-to-day portfolio management responsibilities with respect to
more than one fund or account, including the following:
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o Certain investments may be appropriate for a fund and also for other clients
advised by the Advisor, including other client accounts managed by a fund's
portfolio management team. Investment decisions for a fund and other
clients are made with a view to achieving their respective investment
objectives and after consideration of such factors as their current
holdings, availability of cash for investment and the size of their
investments generally. A particular security may be bought or sold for only
one client or in different amounts and at different times for more than one
but less than all clients. Likewise, because clients of the Advisor may
have differing investment strategies, a particular security may be bought
for one or more clients when one or more other clients are selling the
security. The investment results achieved for a fund may differ from the
results achieved for other clients of the Advisor. In addition, purchases
or sales of the same security may be made for two or more clients on the
same day. In such event, such transactions will be allocated among the
clients in a manner believed by the Advisor to be most equitable to each
client, generally utilizing a pro rata allocation methodology. In some
cases, the allocation procedure could potentially have an adverse effect or
positive effect on the price or amount of the securities purchased or sold
by a fund. Purchase and sale orders for a fund may be combined with those
of other clients of the Advisor in the interest of achieving the most
favorable net results to a fund and the other clients.
o To the extent that a portfolio manager has responsibilities for managing
multiple client accounts, a portfolio manager will need to divide time and
attention among relevant accounts. The Advisor attempts to minimize these
conflicts by aligning its portfolio management teams by investment strategy
and by employing similar investment models across multiple client accounts.
o In some cases, an apparent conflict may arise where the Advisor has an
incentive, such as a performance-based fee, in managing one account and not
with respect to other accounts it manages. The Advisor will not determine
allocations based on whether it receives a performance-based fee from the
client. Additionally, the Advisor has in place supervisory oversight
processes to periodically monitor performance deviations for accounts with
like strategies.
o The Advisor and its affiliates and the investment team of a fund may manage
other mutual funds and separate accounts on a long only or a long-short
basis. The simultaneous management of long and short portfolios creates
potential conflicts of interest including the risk that short sale activity
could adversely affect the market value of the long positions (and vice
versa), the risk arising from sequential orders in long and short
positions, and the risks associated with receiving opposing orders at the
same time. The Advisor has adopted procedures that it believes are
reasonably designed to mitigate these and other potential conflicts of
interest. Included in these procedures are specific guidelines developed to
provide fair and equitable treatment for all clients whose accounts are
managed by each fund's portfolio management team. The Advisor and the
portfolio management team have established monitoring procedures, a
protocol for supervisory reviews, as well as compliance oversight to ensure
that potential conflicts of interest relating to this type of activity are
properly addressed.
The Advisor is owned by Deutsche Bank AG, a multi-national financial services
company. Therefore, the Advisor is affiliated with a variety of entities that
provide, and/or engage in commercial banking, insurance, brokerage, investment
banking, financial advisory, broker-dealer activities (including sales and
trading), hedge funds, real estate and private equity investing, in addition to
the provision of investment management services to institutional and individual
investors. Since Deutsche Bank AG, its affiliates, directors, officers and
employees (the "Firm") are engaged in businesses and have interests in addition
to managing asset management accounts, such wide ranging activities involve
real, potential or apparent conflicts of interest. These interests and
activities include potential advisory, transactional and financial activities
and other interests in securities and companies that may be directly or
indirectly purchased or sold by the Firm for its clients' advisory accounts.
The Advisor may take investment positions in securities in which other clients
or related persons within the Firm have different investment positions. There
may be instances in which the Advisor is purchasing or selling for its client
accounts, or pursuing an outcome in the context of a workout or restructuring
with respect to, securities in which the Firm is undertaking the same or
differing strategy in other businesses or other client accounts. These are
considerations of which advisory clients should be aware and which may cause
conflicts that could be to the disadvantage of the Advisor's advisory clients,
including the Fund. The Advisor has instituted business and compliance
policies, procedures and disclosures that are designed to identify, monitor and
mitigate conflicts of interest and, as appropriate, to report them to a fund's
Board.
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FOR FUNDS ADVISED BY ATLANTIC INVESTMENT MANAGEMENT, INC. (ATLANTIC)
COMPENSATION
Atlantic's compensation program is designed to retain and attract leading
investment talent. The various components of the compensation program for
individual members of the investment team include a competitive base salary and
an annual discretionary bonus. Discretionary bonuses are based on numerous
factors including the overall performance of the strategy and the firm, and
consideration of a professional's long-term potential at the firm. Individual
members of the investment team are not compensated based on individual profit
and loss responsibilities.
CONFLICTS
Atlantic may from time to time act in a similar capacity to, or otherwise be
involved in, other investment products and accounts, some of which may have
similar investment objectives to those of a fund. Thus, each may be subject to
conflicting demands in respect of allocating management time, services and
other functions between the activities each has undertaken with respect to a
fund and the activities each has undertaken or will undertake with respect to
other investment products and accounts. It is possible that an investment
product or account advised by Atlantic may, in the course of their respective
businesses, have potential conflicts of interest with a fund.
Atlantic may give advice and recommend securities to others investment products
and accounts, which advice or securities may be identical to, or differ from,
advice given to, or securities recommended or bought for, a fund, even though
their investment objectives may be the same or similar. Such other investment
products and accounts may be subject to different fees, including performance
based fees, and Atlantic or its affiliates may own interests in some of such
other investment products and accounts. In the ordinary course of its
activities, Atlantic may, from time to time, buy or sell for other investment
products and accounts the same securities as those traded by a fund.
Atlantic will determine how investment and trading opportunities are allocated
among the accounts that it manages, even though it may face potential conflicts
of interest in making such allocations. Atlantic will act in a manner that it
considers fair and equitable in allocating investment opportunities among a
fund and the other investment products and accounts it manages on behalf of its
clients, although situations may arise in which a fund may be disadvantaged,
such as the inability of the market fully to absorb orders for the purchase or
sale of particular securities placed by Atlantic for a fund and its other
investment products and accounts at prices and in quantities that would be
obtainable if the same were being placed only for a fund. Atlantic may
aggregate orders of a fund with orders for its other investment products and
accounts. Such aggregation of orders may not always be to the benefit of a
fund.
FOR FUNDS ADVISED BY CHILTON INVESTMENT COMPANY, LLC (CHILTON)
COMPENSATION
Investment professionals are compensated with salary, performance bonus and, in
some cases, share ownership in Chilton. Bonuses are based on numerous factors
including the profit and loss of long and short ideas contributed, the overall
performance of the strategy and the firm, and consideration of a professional's
long-term potential at the firm. Other employees are compensated with salary,
performance bonus and, in some cases, share ownership in Chilton. Bonuses are
generally based on individual performance and the overall performance of the
firm. In all categories above, a significant portion of the bonus compensation
may be subject to a three year deferral period.
CONFLICTS
The employees and principals of Chilton and its affiliates are not obligated to
devote their full time to any fund, but will devote such time as Chilton, in
its sole discretion, deems necessary to carry out the operations of the fund
effectively.
Chilton, its affiliates and their employees and principals act as investment
managers for other investment funds and accounts, and may conduct any other
business activities, including any business with respect to securities.
II-59
Certain of the employees and principals of Chilton may acquire substantial
investments in certain other investment funds managed by Chilton and its
affiliates and conflicts of interest may arise in allocating management time,
services or functions among the funds managed by Chilton, including funds in
which Chilton's employees and/or principals may have a greater financial
interest.
There may also be a conflict of interest in the allocation of investment
opportunities among a fund and any other investment funds or accounts
(including proprietary accounts) managed by Chilton and its affiliates. For
example, there may be instances where an investment opportunity is limited or
the availability of an investment at an acceptable price may be limited.
Chilton and its affiliates will attempt to allocate investment opportunities in
a manner that is in the best interests of all the investment funds or accounts
involved in light of the circumstances prevailing at that time and Chilton's
and its affiliates' applicable fiduciary duties. However, there can be no
assurance that an investment opportunity that comes to the attention of Chilton
and its affiliates will not be allocated (i) wholly or primarily to another
fund or account (including a proprietary account) managed by Chilton or its
affiliates, with a fund being unable to participate in such investment
opportunity or participating only on a limited basis, or (ii) wholly or
primarily to a fund, with any other fund or account (including a proprietary
account) managed by Chilton or its affiliates not sharing the risks of such
investment.
Chilton or its affiliates may on occasion give advice or take action with
respect to other investment funds or accounts that differs from the advice
given with respect to the fund (especially where the investment policies
differ). For example, the fund could take a long position on a security while
another fund or account managed by Chilton or its affiliates, whether for
hedging or other purposes, takes a short position on such security. Thus, the
transactions and portfolio strategies Chilton and its affiliates may use for
other clients could conflict with the transactions and strategies employed by
Chilton in managing the fund and affect the prices and availability of the
securities and other financial instruments in which the fund invests. Further,
the fund may, from time to time, make an investment in a company in which one
or more other clients of Chilton or its affiliates invests in a different part
of the capital structure of such company. There may be instances where such a
portfolio company becomes insolvent or bankrupt and where the interest of the
fund and the other clients of Chilton and/or its affiliates conflict. It is
possible that in a bankruptcy proceeding, the fund's interest may be
subordinated or otherwise adversely affected by virtue of such other clients'
involvement and actions relating to its investment taken by Chilton or its
affiliates. In addition, certain principals and employees of Chilton or its
affiliates may serve on creditor or equity committees or in an advisory role
for a company that is anticipating filing or has filed for protection under
Chapter 11 of the US Bankruptcy Code (or similar non-US law). Under these
circumstances, Chilton or its affiliate may be limited in making investment
decisions on behalf of the fund if the fund holds an interest in such company,
and the fund may be adversely affected by the actions taken by the principals
or employees of Chilton or the affiliate in connection with carrying out their
duties on such committees or in such roles.
Chilton, its affiliates or their employees or principals may come into
possession of material nonpublic information (including in connection with
managing other clients' accounts). The possession of such information may limit
the ability of the fund to buy or sell a security or otherwise to participate
in an investment opportunity.
In connection with managing certain funds and accounts, Chilton receives
performance-based compensation. This may create a conflict of interest for
Chilton in rendering advice because it may have an incentive to choose riskier
investments for and/or favor the funds and accounts for which it is entitled to
performance-based compensation over those funds or accounts which charge only
an asset-based fee. Chilton endeavors to design, implement and consistently
apply procedures, including detailed allocation procedures, to ensure that,
over time, all funds and accounts are treated fairly and equitably and to
prevent conflicts from unduly influencing the allocation of investment
opportunities among client accounts. Further, Chilton from time to time reviews
the allocations among funds and accounts and the performance of funds and
accounts in an effort to ensure that higher fee paying funds and accounts are
not unfairly favored.
The fund may participate in transactions in which Chilton (or any of its
affiliates or their employees and principals) or any shareholder is directly or
indirectly interested. In connection with such transactions, the fund, on the
one hand, and, its affiliates, their employees and principals or shareholders,
on the other hand, may have conflicting interests. Chilton, its affiliates,
their employees or principals are not prohibited from investing for their own
account (although Chilton's policies generally prohibit employees from
purchasing equity securities after they join Chilton). As a result, Chilton,
its affiliates and their employees and principals may hold positions in
securities that are owned by the fund
II-60
or considered by the fund. In such circumstances, liquidity and concentration
considerations may limit Chilton's ability to add to the position on behalf of
the fund or to dispose of the position readily. With respect to their personal
or proprietary accounts, Chilton, its affiliates and their employees and
principals might take or hold investment positions different from, or contrary
to, those taken by the fund.
FOR FUNDS ADVISED BY GAM INTERNATIONAL MANAGEMENT LIMITED (GAM)
COMPENSATION
BASE SALARY
The base salary reflects an employee's role and experience and takes into
account local practices. Our aim is to pay market rates comparable to those
paid for similar roles within the financial services industry, giving our
employees the guarantee of a regular income so that they can plan their
financial affairs. As base salaries represent a fixed cost element, adjustments
are made only on a selective basis and an individual level, for instance when
there is a significant change in job responsibility or considerable market
pressure. A change in industry regulation or an increase in local personal
taxation or employee social security contributions is not considered sufficient
reason to inflate base salaries, particularly for high-earners.
Base salaries are regularly reviewed and compared with external benchmarks to
ensure that our salaries remain competitive. Group Human Resources receives
data from recognized market data providers, the choice of which may vary in
different locations and for different positions. Data sets are tailored to
exclude certain sector participants that are not considered appropriate
comparables, such as insurance companies. Market data is, however, only one of
the sources of information used. As part of its efforts to attract employees
with the appropriate skills and experience for particular positions, Group
Human Resources has also acquired its own data on base salaries. Group Human
Resources is assisted in its activities by external recruitment agencies and it
maintains close and regular contact with these agencies to ensure that it has
as accurate and current an understanding of local hiring conditions as
possible.
VARIABLE CASH BONUS
All our permanent employees are eligible for an annual performance-based award
in order to incentivize and reward their individual contribution to the overall
success of the Group.
All employees, except those investment teams that participate in a
formula-driven incentive, are considered for a discretionary bonus. The
available discretionary bonus pool is approved by the Compensation Committee
and depends on the Group's performance over the past financial year, with
individual payments reflecting an employee's performance against defined
objectives. The overall pool for discretionary bonuses is determined by the
Group's operating performance, its financial strength and prospects for future
profitability as well as the competitive landscape. At present, the most
important metric determining the overall pool of discretionary bonuses to our
staff is underlying pre-tax profit. In the event of a fall in underlying
pre-tax profit, unsatisfactory results in relation to any other key performance
indicators (KPI) or an expected future deterioration in the Group's operating
performance or its financial strength, the discretionary bonus pool would be
reduced - materially, if required.
On an individual level, outstanding contributors will always receive the most
significant awards, while underperformance will result in reductions in
bonuses, and could potentially lead to no bonus being paid. In setting
individual bonus levels, Group Human Resources consults with the Group's Risk
and Compliance functions to receive input on the risk profile of specific
business areas and to take into account any concerns expressed on the conduct
of individual employees.
The annual appraisal process is used to evaluate and measure an employee's
performance against defined objectives, which are required to be specific,
measurable, achievable, realistic and time-bound. Employees agree on their
annual objectives with their line manager at the start of each calendar year
and can potentially apply a weighting to individual objectives. While some
objectives may be standardized within certain functions, most are tailored to
the individual employee's role and responsibilities. For control functions,
bonus payments are not directly linked to the profitability of the business
areas that they support so as to maximize the independence of such functions.
II-61
Performance against agreed objectives is monitored on an ongoing basis and in
consultation with the employee. Objectives may be changed during the course of
the year if circumstances or responsibilities change. Formal performance
reviews occur once each year. At the end of each calendar year individuals
complete a written self-evaluation including an assessment of their performance
against the agreed objectives. They are also required to grade their
contribution and competency based upon a fixed, Group-wide scale. Line managers
discuss and formally record their assessment of an individual's performance and
may request input from additional nominated managers or peers of the employee
concerned. Group Human Resources oversees compliance with the process and
provides training on objective-setting and management skills throughout the
year. An overriding principle of our performance measurement and bonus
structure is to prohibit paying cash bonuses that are driven by activities that
leave meaningful amounts of future risk with the Group, either via direct
balance sheet exposure or through the potential for other negative income
events. We adopt the most conservative stance of only paying discretionary or
formula bonus amounts based on income earned in each calendar year, excluding
any income that reflects taking an up-front or net-present value of theoretical
future year profits. If we were to engage in business activities where market
practice dictated that annual bonus payments factor in the up-front accounting
income created over multiple years, we would structure bonus payments to defer
amounts into future years approximately proportionate with the amount and time
profile of the associated income. In any such case, deferred bonus amounts
would be paid only to the degree that the originally calculated profit actually
crystallized in the accounts of the Group in the respective future year. Should
such accounting profits fail to materialize then all deferred amounts would be
forfeited. No payments of this type were made in 2014.
In certain of our core markets and for certain product types it is common for
asset management firms to determine part or all of the bonuses of fund managers
and sales personnel based upon an agreed formula. In these areas of our
business, we tend to follow this practice as we strongly believe it is key in
attracting and retaining the best-quality professionals.
Our investment management formula bonuses are always defined on a team basis.
The achievements of a respective team determine the available bonus pool, which
is then allocated by its head to individual team members. Individual
allocations within teams are at the discretion of the team heads, set in
consultation with the Group CEO, and can be flexed to reflect individual
contribution, experience and performance.
INVESTMENT MANAGEMENT
For teams involved in the direct management of funds and segregated accounts,
the formula is based on the level of assets managed and any performance fees
earned for the successful management of such assets against defined benchmarks.
Employees who participate in a fund manager formula bonus scheme are not
eligible for the Group's discretionary bonus scheme.
Consistent with the fundamental principle of paying cash bonus amounts only
related to income actually generated in each calendar year, all formula bonuses
are calculated based only on the actual fee income generated in each calendar
year. Equally, all bonuses linked to performance fee income are only paid once
the respective performance fee has been crystallised and actually received from
the client without any potential contractual right for full or partial refund.
CONFLICTS
Actual or potential conflicts of interest may arise when a portfolio manager
has management responsibilities for more than one client account including and
not limited to the execution and allocation of investment opportunities, use of
soft dollars and other brokerage practices, and personal securities trading.
GAM has adopted policies and procedures it believes are reasonably designed to
address such conflicts.
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FOR FUNDS ADVISED BY LAZARD ASSET MANAGEMENT LLC (LAZARD)
COMPENSATION
Lazard's portfolio managers are generally responsible for managing multiple
types of accounts that may, or may not, invest in securities in which the fund
may invest or pursue a strategy similar to the fund's strategies. Portfolio
managers responsible for managing the fund may also manage sub-advised
registered investment companies, collective investment trusts, unregistered
funds and/or other pooled investment vehicles, separate accounts, separately
managed account programs (often referred to as "wrap accounts") and model
portfolios.
Lazard compensates portfolio managers by a competitive salary and bonus
structure, which is determined both quantitatively and qualitatively. Salary
and bonus are paid in cash, stock and restricted interests in funds managed by
Lazard or its affiliates. Portfolio managers are compensated on the performance
of the aggregate group of portfolios managed by the teams of which they are a
member rather than for a specific fund or account. Various factors are
considered in the determination of a portfolio manager's compensation. All of
the portfolios managed by a portfolio manager are comprehensively evaluated to
determine his or her positive and consistent performance contribution over
time. Further factors include the amount of assets in the portfolios as well as
qualitative aspects that reinforce Lazard's investment philosophy.
Total compensation is generally not fixed, but rather is based on the following
factors: (i) leadership, teamwork and commitment, (ii) maintenance of current
knowledge and opinions on companies owned in the portfolio; (iii) generation
and development of new investment ideas, including the quality of security
analysis and identification of appreciation catalysts; (iv) ability and
willingness to develop and share ideas on a team basis; and (v) the performance
results of the portfolios managed by the investment teams of which the
portfolio manager is a member.
Variable bonus is based on the portfolio manager's quantitative performance as
measured by his or her ability to make investment decisions that contribute to
the pre-tax absolute and relative returns of the accounts managed by the teams
of which the portfolio manager is a member, by comparison of each account to a
predetermined benchmark (as set forth in the prospectus or other governing
document) over the current fiscal year and the longer-term performance (3-, 5-
or 10-year, if applicable) of such account, as well as performance of the
account relative to peers. The variable bonus for each portfolio management
team in respect of its management of fund and Similar Accounts is determined by
reference to a corresponding index. The portfolio manager's bonus also can be
influenced by subjective measurement of the manager's ability to help others
make investment decisions. A portion of a portfolio manager's variable bonus is
awarded under a deferred compensation arrangement pursuant to which the
portfolio manager may allocate certain amounts awarded among certain funds
managed by Lazard or its affiliates, in shares that vest in two to three years.
CONFLICTS
Material Conflicts Related to Management of Similar Accounts. The potential for
conflicts of interest exist when an investment adviser and portfolio managers
manage multiple accounts that invest in securities and that pursue a strategy
similar to the fund (collectively, "Similar Accounts"). However, Lazard has
procedures in place that are designed to ensure that all accounts are treated
fairly and that the fund is not disadvantaged, including procedures regarding
trade allocations and "conflicting trades" (e.g., long and short positions in
the same or similar securities, as described below). In addition, as a
registered investment company, the fund is subject to different regulations
than certain of the Similar Accounts, and, consequently, may not be permitted
to invest in the same securities, exercise rights to exchange or convert
securities or engage in all investment techniques or transactions, or to
invest, exercise or engage to the same degree, as the Similar Accounts.
Potential conflicts of interest may arise because of Lazard's management of the
fund and Similar Accounts, including the following:
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o Similar Accounts may have investment objectives, strategies and risks that
differ from those of the fund. In addition, the fund, as a registered
investment company, is subject to different regulations than certain of the
Similar Accounts and, consequently, may not be permitted to engage in all
the investment techniques or transactions, or to engage in such techniques
or transaction to the same degree, as the Similar Accounts. For these or
other reasons, the portfolio managers may purchase different securities for
the fund and the corresponding Similar Accounts, and the performance of
securities purchased for the fund may vary from the performance of
securities purchased for Similar Accounts.
o Conflicts of interest may arise with both the aggregation and allocation of
securities transactions and allocation of limited investment opportunities,
as Lazard may be perceived as causing accounts it manages to participate in
an offering to increase its overall allocation of securities in that
offering, or to increase its ability to participate in future offerings by
the same underwriter or issuer. Allocations of bunched trades, particularly
trade orders that were only partially filled due to limited availability,
and allocation of investment opportunities generally, could raise a
potential conflict of interest, as Lazard may have an incentive to allocate
securities that are expected to increase in value to preferred accounts.
Initial public offerings, in particular, are frequently of very limited
availability. A potential conflict of interest may be perceived to arise if
transactions in one account closely follow related transactions in a
different account, such as when a purchase increases the value of
securities previously purchased by the other account, or when a sale in one
account lowers the sale price received in a sale by a second account.
o Portfolio managers may be perceived to have a conflict of interest because
of the large number of Similar Accounts, in addition to the fund, that they
are managing on behalf of Lazard. Although Lazard does not track each
individual portfolio manager's time dedicated to each account, Lazard
periodically reviews each portfolio manager's overall responsibilities to
ensure that he or she is able to allocate the necessary time and resources
to effectively manage the fund and the Similar Accounts.
o Generally, Lazard and and/or its portfolio managers may have investments in
Similar Accounts. This could be viewed as creating a potential conflict of
interest, since a portfolio manager will generally not have investments in
the fund.
o The portfolio manager manages Similar Accounts with respect to which the
advisory fee is based on the performance of the account, which could give
the portfolio manager and Lazard an incentive to favor such Similar
Accounts over the fund.
o A portfolio manager may place transactions on behalf of Similar Accounts
that are directly or indirectly contrary to investment decisions made for
the fund, which could have the potential to adversely impact the fund,
depending on market conditions. In addition, if the fund's investment in an
issuer is at a different level of the issuer's capital structure than an
investment in the issuer by Similar Accounts, in the event of credit
deterioration of the issuer, there may be a conflict of interest between
the fund and such Similar Accounts' investments in the issuer. If Lazard
sells securities short, including on behalf of the fund, it may be seen as
harmful to the performance of the fund or a Similar Account investing
"long" in the same or similar securities whose market values fall as a
result of short-selling activities.
FOR FUNDS ADVISED BY NORTHERN TRUST INVESTMENTS, INC. (NTI)
COMPENSATION
Compensation for the index portfolio managers is based on the competitive
marketplace and consists of a fixed base salary plus a variable annual cash
incentive award. In addition, non-cash incentives, such as stock options or
restricted stock of Northern Trust Corporation, may be awarded from time to
time. The annual incentive award is discretionary and is based on a
quantitative and qualitative evaluation of each portfolio manager's investment
performance and contribution to his or her respective team plus the financial
performance of the investment business unit and Northern Trust Corporation as a
whole. The annual incentive award is not based on performance of the
portfolio/funds or the amount of assets held in a fund. Moreover, no material
differences exist between the compensation structure for mutual fund accounts
and other types of accounts.
II-64
CONFLICTS
NTI's portfolio managers are often responsible for managing one or more funds,
as well as other accounts, including separate accounts and other pooled
investment vehicles. A portfolio manager may manage a separate account or other
pooled investment vehicle that may have a materially higher or lower fee
arrangement. The side-by-side management of these accounts may raise potential
conflicts of interest relating to cross trading, the allocation of investment
opportunities and the aggregation and allocation of trades. In addition, while
portfolio managers generally only manage accounts with similar investment
strategies, it is possible that due to varying investment restrictions among
accounts that certain investments are made for some accounts and not others or
conflicting investment positions are taken among accounts. The portfolio
managers have a fiduciary responsibility to manage all client accounts in a
fair and equitable manner. NTI seeks to provide best execution of all
securities transactions and aggregate and then allocate securities to client
accounts in a fair and timely manner. To this end, NTI has developed policies
and procedures reasonably designed to mitigate and manage the potential
conflicts of interest that may arise from side-by-side management. In addition,
NTI has adopted policies limiting the circumstances under which cross-trades
may be affected. NTI conducts periodic reviews of trades for consistency with
these policies.
FOR FUNDS ADVISED BY OMEGA ADVISORS, INC. (OMEGA)
COMPENSATION
Omega investment professionals' compensation include a base salary and a share
of the incentive pool based on their individual profitability, their return on
capital and management of risk, as well as their overall contribution to
Omega's profitability. Factors taken into consideration include management of
risk and drawdowns as well as such individual's performance over a period of
years. All remuneration is paid in cash. The members of Omega Associates,
L.L.C., the general partner of all the Omega-managed partnerships, (i)
participate in the incentive fees earned by Omega and (ii) are substantial
investors in those partnerships. With an interest in Omega's incentive fees and
significant personal and family capital invested in the Omega's business, they
have significant earning potential.
CONFLICTS
Omega, its affiliates and their employees and principals act as investment
managers for other investment products and accounts, and may conduct any other
business activities, including any business with respect to securities.
Omega or its affiliates may on occasion give advice or take action with respect
to other investment products or accounts that differs from the advice given
with respect to a fund (especially where the investment policies differ).
Principal executive officers and other partners of Omega are permitted to
invest either directly or indirectly in the Omega private funds, and may have
invested in a deferred compensation pool, which shares in the profits of
certain private funds managed by Omega.
In connection with managing certain investment products and accounts, Omega
receives performance-based compensation. This may create a conflict of interest
for Omega. Omega will act in a manner that it considers fair and equitable in
allocating investment opportunities among a fund and the other investment
products and accounts it manages on behalf of its clients.
Omega is not associated with any investment banks, broker-dealers or other
interests. Investment professionals are required to disclose any outside
activities, including board membership, to avoid any potential conflicts of
interest. Additionally, Omega has procedures in place to govern staff's
personal trading to avoid any potential for conflicts or abuses.
An Omega employee will not purchase or sell, or otherwise acquire or dispose
of, a direct or indirect interest (long or short) in any "security" for his or
her own account, unless each such purchase, sale, acquisition or disposition is
specifically approved in writing in advance.
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Each time that an Omega employee providing portfolio management or analytical
services recommends the purchase or sale of any security on behalf of Omega or
its affiliates, such person must at that time affirmatively disclose any
position (long or short) that such employee maintains in such security or in
any other security issued by the same issuer.
Omega's CEO, COO, CCO and CFO, together with outside counsel, handle any
suspected compliance problems as they arise. The Compliance Manual is
distributed annually to all employees, who are required to acknowledge in
writing their review and understanding of such guidelines and to confirm their
continued adherence thereto. Changes in the policies or new policies are
distributed to employees throughout the year. Personal trade approvals are
reconciled against brokerage account statements delivered to Omega's COO, to
ensure that all personal trades have received advance approval. Testing is
conducted periodically throughout the year on an as needed basis. The CCO
prepares a written report annually, which is provided to Omega's General
Counsel.
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PART II: APPENDIX II-C - FEE RATES OF SERVICE PROVIDERS
FEES PAYABLE TO DIMA FOR INVESTMENT MANAGEMENT SERVICES.
The management fee(s) for each fund, at the annual percentage rate of daily net
assets, are indicated below:
FUND NAME MANAGEMENT FEE RATE
Tax-Free Income Funds
Deutsche California Tax-Free Income Fund First $250 million 0.450%
Next $750 million 0.420%
Next $1.5 billion 0.400%
Next $2.5 billion 0.380%
Next $2.5 billion 0.350%
Next $2.5 billion 0.330%
Next $2.5 billion 0.310%
Thereafter 0.300%
Deutsche Intermediate Tax/AMT Free Fund 0.315%
Deutsche Managed Municipal Bond Fund First $250 million 0.365%
Next $750 million 0.345%
Next $1.5 billion 0.325%
Next $2.5 billion 0.315%
Next $2.5 billion 0.295%
Next $2.5 billion 0.275%
Next $2.5 billion 0.255%
Thereafter 0.235%
Deutsche Massachusetts Tax-Free Fund First $250 million 0.450%
Next $750 million 0.420%
Next $1.5 billion 0.400%
Next $2.5 billion 0.380%
Next $2.5 billion 0.350%
Next $2.5 billion 0.330%
Next $2.5 billion 0.310%
Thereafter 0.300%
Deutsche New York Tax-Free Income Fund First $250 million 0.450%
Next $750 million 0.420%
Next $1.5 billion 0.400%
Next $2.5 billion 0.380%
Next $2.5 billion 0.350%
Next $2.5 billion 0.330%
Next $2.5 billion 0.310%
Thereafter 0.300%
Deutsche Short-Term Municipal Bond Fund First $500 million 0.400%
Next $500 million 0.385%
Next $1.0 billion 0.370%
Thereafter 0.355%
Deutsche Strategic High Yield Tax-Free Fund First $300 million 0.515%
Next $200 million 0.465%
Next $500 million 0.440%
Next $1.0 billion 0.420%
Thereafter 0.400%
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FUND NAME MANAGEMENT FEE RATE
Taxable Fixed-Income Funds
Deutsche Core Fixed Income Fund First $1.5 billion 0.400%
Next $1.75 billion 0.385%
Next $1.75 billion 0.370%
Thereafter 0.355%
Deutsche Core Plus Income Fund First $250 million 0.465%
Next $750 million 0.435%
Next $1.5 billion 0.415%
Next $2.5 billion 0.395%
Next $2.5 billion 0.365%
Next $2.5 billion 0.345%
Next $2.5 billion 0.325%
Thereafter 0.315%
Deutsche Enhanced Emerging Markets 0.590%
Fixed Income Fund
Deutsche Enhanced Global Bond Fund 0.410%
Deutsche Floating Rate Fund First $1.0 billion 0.650%
Next $1.5 billion 0.635%
Next $2.5 billion 0.610%
Next $2.5 billion 0.585%
Next $2.5 billion 0.560%
Thereafter 0.550%
Deutsche Global High Income Fund First $1.0 billion 0.500%
Next $1.5 billion 0.490%
Next $2.5 billion 0.480%
Next $5.0 billion 0.470%
Thereafter 0.460%
Deutsche Global Inflation Fund First $1.5 billion 0.400%
Next $500 million 0.375%
Next $1.0 billion 0.360%
Next $1.0 billion 0.345%
Next $1.0 billion 0.330%
Next $1.0 billion 0.315%
Thereafter 0.300%
Deutsche GNMA Fund First $5.0 billion 0.315%
Next $1.0 billion 0.300%
Thereafter 0.285%
Deutsche High Income Fund First $250 million 0.480%
Next $750 million 0.450%
Next $1.5 billion 0.430%
Next $2.5 billion 0.410%
Next $2.5 billion 0.380%
Next $2.5 billion 0.360%
Next $2.5 billion 0.340%
Thereafter 0.320%
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FUND NAME MANAGEMENT FEE RATE
Deutsche Short Duration Fund First $1.5 billion 0.365%
Next $500 million 0.340%
Next $1.0 billion 0.315%
Next $1.0 billion 0.300%
Next $1.0 billion 0.285%
Next $1.0 billion 0.270%
Thereafter 0.255%
Deutsche Strategic Government Securities First $250 million 0.350%
Fund Next $750 million 0.330%
Next $1.5 billion 0.310%
Next $2.5 billion 0.300%
Next $2.5 billion 0.280%
Next $2.5 billion 0.260%
Next $2.5 billion 0.240%
Thereafter 0.220%
Deutsche Ultra-Short Duration Fund First $500 million 0.400%
Next $500 million 0.385%
Next $1.0 billion 0.370%
Thereafter 0.355%
Deutsche Unconstrained Income Fund First $250 million 0.480%
Next $750 million 0.450%
Next $1.5 billion 0.430%
Next $2.5 billion 0.410%
Next $2.5 billion 0.380%
Next $2.5 billion 0.360%
Next $2.5 billion 0.340%
Thereafter 0.320%
Asset Allocation Funds
Deutsche Global Income Builder Fund First $1.5 billion 0.370%
Next $500 million 0.345%
Next $1.5 billion 0.310%
Next $2.0 billion 0.300%
Next $2.0 billion 0.290%
Next $2.5 billion 0.280%
Next $2.5 billion 0.270%
Thereafter 0.260%
Deutsche Multi-Asset Conservative (a) 0.100% of the Fund's
Allocation Fund average daily net assets
invested in affiliated
exchange traded funds
and affiliated and
unaffiliated mutual funds;
and (b) 0.550% of the
Fund's average daily net
assets not covered in (a)
above/(1)/
II-69
FUND NAME MANAGEMENT FEE RATE
Deutsche Multi-Asset Global Allocation (a) 0.100% of the Fund's
Fund average daily net assets
invested in affiliated
exchange traded funds
and affiliated and
unaffiliated mutual funds;
and (b) 0.650% of the
Fund's average daily net
assets not covered in (a)
above/(1)/
Deutsche Multi-Asset Moderate Allocation (a) 0.100% of the Fund's
Fund average daily net assets
invested in affiliated
exchange traded funds
and affiliated and
unaffiliated mutual funds;
and (b) 0.550% of the
Fund's average daily net
assets not covered in (a)
above/(1)/
Alternative Funds
Deutsche Alternative Asset Allocation Fund 0.200%/(1)/
Deutsche Diversified Market Neutral Fund First $1.0 billion 1.250%
Next $1.0 billion 1.200%
Next $1.0 billion 1.150%
Thereafter 1.100%
Deutsche Enhanced Commodity Strategy First $500 million 0.950%
Fund Next $500 million 0.900%
Next $500 million 0.850%
Thereafter 0.825%
Deutsche Gold & Precious Metals Fund First $500 million 0.835%
Thereafter 0.785%
Deutsche MLP & Energy Infrastructure 1.10 %
Fund
Deutsche Select Alternative Asset 0.000%/(1)/
Allocation Fund
Deutsche Strategic Equity Long/Short Fund 1.75%
U.S. Equity Funds
Deutsche Capital Growth Fund First $250 million 0.495%
Next $750 million 0.465%
Next $1.5 billion 0.445%
Next $2.5 billion 0.425%
Next $2.5 billion 0.395%
Next $2.5 billion 0.375%
Next $2.5 billion 0.355%
Thereafter 0.335%
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FUND NAME MANAGEMENT FEE RATE
Deutsche Communications Fund First $100 million 1.000%
Next $100 million 0.900%
Next $100 million 0.850%
Next $200 million 0.800%
Next $500 million 0.730%
Next $500 million 0.680%
Thereafter 0.650%
Deutsche Core Equity Fund First $250 million 0.365%
Next $750 million 0.360%
Next $1.5 billion 0.355%
Next $5.0 billion 0.345%
Next $5.0 billion 0.335%
Next $5.0 billion 0.325%
Thereafter 0.300%
Deutsche CROCI (Reg. TM) U.S. Fund 0.650%
Deutsche CROCI (Reg. TM) Equity Dividend Fund First $250 million 0.750%
Next $750 million 0.720%
Next $1.5 billion 0.700%
Next $2.5 billion 0.680%
Next $2.5 billion 0.650%
Next $2.5 billion 0.640%
Next $2.5 billion 0.630%
Thereafter 0.620%/(2)/
Deutsche Health and Wellness Fund First $500 million 0.765%
Thereafter 0.715%
Deutsche Large Cap Focus Growth Fund First $1.5 billion 0.615%
Next $500 million 0.565%
Thereafter 0.515%
Deutsche Large Cap Value Fund First $1.5 billion 0.425%
Next $500 million 0.400%
Next $1.0 billion 0.375%
Next $1.0 billion 0.350%
Next $1.0 billion 0.325%
Thereafter 0.300%
Deutsche Mid Cap Growth Fund First $500 million 0.650%
Next $1 billion 0.600%
Next $2.5 billion 0.550%
Next $2.5 billion 0.540%
Next $2.5 billion 0.530%
Next $2.5 billion 0.520%
Thereafter 0.510%
Deutsche Mid Cap Value Fund First $250 million 0.750%
Next $250 million 0.720%
Next $2.0 billion 0.700%
Next $1.5 billion 0.680%
Thereafter 0.660%/(2)/
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FUND NAME MANAGEMENT FEE RATE
Deutsche Real Estate Securities Fund First $100 million 0.565%
Next $100 million 0.465%
Next $100 million 0.415%
Thereafter 0.365%
Deutsche Real Estate Securities Income 0.650%
Fund
Deutsche Small Cap Core Fund First $500 million 0.665%
Next $500 million 0.615%
Thereafter 0.565%
Deutsche Small Cap Growth Fund 0.650%
Deutsche Small Cap Value Fund First $250 million 0.750%
Next $750 million 0.720%
Next $1.5 billion 0.700%
Next $2.5 billion 0.680%
Next $2.5 billion 0.650%
Next $2.5 billion 0.640%
Next $2.5 billion 0.630%
Thereafter 0.620%/(2)/
Deutsche Science and Technology Fund First $250 million 0.480%
Next $750 million 0.450%
Next $1.5 billion 0.430%
Next $2.5 billion 0.410%
Next $2.5 billion 0.380%
Next $2.5 billion 0.360%
Next $2.5 billion 0.340%
Thereafter 0.320%
Index-Related Funds
Deutsche EAFE/ (Reg. TM)/ Equity Index Fund 0.250%
Deutsche Equity 500 Index Fund 0.000%/(3)/
Deutsche Equity 500 Index Portfolio 0.050%
Deutsche S&P 500 Index Fund 0.000%/(3)/
Deutsche U.S. Bond Index Fund 0.150%
International/Global Equity Funds
Deutsche CROCI/ (Reg. TM)/Sector Opportunities 0.900%
Fund
Deutsche Emerging Markets Equity Fund First $250 million 1.015%
Next $500 million 0.990%
Thereafter 0.965%
Deutsche Emerging Markets Frontier Fund 1.400%
Deutsche European Equity Fund 0.80%
Deutsche Global Equity Fund First $1.5 billion 0.700%
Next $1.75 billion 0.685%
Next $1.75 billion 0.670%
Thereafter 0.655%
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FUND NAME MANAGEMENT FEE RATE
Deutsche Global Growth Fund First $500 million 0.915%
Next $500 million 0.865%
Next $500 million 0.815%
Next $500 million 0.765%
Thereafter 0.715%
Deutsche Global Small Cap Fund First $500 million 0.915%
Next $500 million 0.865%
Thereafter 0.815%
Deutsche CROCI/ (Reg. TM)/ International Fund First $2.5 billion 0.565%
Next $2.5 billion 0.545%
Next $5.0 billion 0.525%
Next $5.0 billion 0.515%
Thereafter 0.465%
Deutsche Latin America Equity Fund First $400 million 1.165%
Next $400 million 1.065%
Thereafter 0.965%
Deutsche Global Infrastructure Fund First $2.0 billion 0.900%
Next $2.0 billion 0.875%
Next $2.0 billion 0.825%
Next $2.0 billion 0.775%
Thereafter 0.750%
Deutsche Global Real Estate Securities First $500 million 1.000%
Fund Next $500 million 0.985%
Next $1.0 billion 0.960%
Thereafter 0.945%
Deutsche World Dividend Fund First $250 million 0.665%
Next $750 million 0.635%
Next $1.5 billion 0.615%
Next $2.5 billion 0.595%
Next $2.5 billion 0.565%
Next $2.5 billion 0.555%
Next $2.5 billion 0.545%
Thereafter 0.535%
Limited Maturity Funds
Deutsche Limited Maturity Quality Income 0.15%
Fund
Deutsche Ultra-Short Investment Grade 0.20%
Fund
Insurance/Annuity Funds
Deutsche Alternative Asset Allocation VIP 0.200%/(4)/
Deutsche Bond VIP First $250 million 0.390%
Next $750 million 0.365%
Thereafter 0.340%
Deutsche Capital Growth VIP First $250 million 0.390%
Next $750 million 0.365%
Thereafter 0.340%
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FUND NAME MANAGEMENT FEE RATE
Deutsche Core Equity VIP First $250 million 0.390%
Next $750 million 0.365%
Thereafter 0.340%
Deutsche Equity 500 Index VIP First $1 billion 0.200%
Next $1 billion 0.175%
Thereafter 0.150%
Deutsche Global Equity VIP First $1.5 billion 0.650%
Next $1.75 billion 0.635%
Next $1.75 billion 0.620%
Thereafter 0.605%
Deutsche Global Growth VIP First $250 million 0.915%
Next $500 million 0.865%
Next $750 million 0.815%
Next $1.5 billion 0.765%
Thereafter 0.715%
Deutsche Global Income Builder VIP First $250 million 0.370%
Next $750 million 0.345%
Thereafter 0.310%
Deutsche Global Small Cap VIP First $500 million 0.890%
Next $500 million 0.875%
Next $1.0 billion 0.860%
0.845% thereafter
Deutsche Government & Agency Securities First $250 million 0.450%
VIP Next $750 million 0.430%
Next $1.5 billion 0.410%
Next $2.5 billion 0.400%
Next $2.5 billion 0.380%
Next $2.5 billion 0.360%
Next $2.5 billion 0.340%
Thereafter 0.320%
Deutsche High Income VIP First $250 million 0.500%
Next $750 million 0.470%
Next $1.5 billion 0.450%
Next $2.5 billion 0.430%
Next $2.5 billion 0.400%
Next $2.5 billion 0.380%
Next $2.5 billion 0.360%
Thereafter 0.340%
Deutsche CROCI (Reg. TM) International VIP First $500 million 0.790%
Thereafter 0.640%
Deutsche Large Cap Value VIP First $250 million 0.650%
Next $750 million 0.625%
Next $1.5 billion 0.600%
Next $2.5 billion 0.575%
Next $2.5 billion 0.550%
Next $2.5 billion 0.525%
Next $2.5 billion 0.500%
Thereafter 0.475%
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FUND NAME MANAGEMENT FEE RATE
Deutsche Money Market VIP First $500 million 0.285%
Next $500 million 0.270%
Next $1.0 billion 0.255%
Thereafter 0.240%
Deutsche Small Cap Index VIP 0.350%
Deutsche Small Mid Cap Growth VIP First $250 million 0.550%
Next $750 million 0.525%
Thereafter 0.500%
Deutsche Small Mid Cap Value VIP First $250 million 0.650%
Next $750 million 0.620%
Next $1.5 billion 0.600%
Next $2.5 billion 0.580%
Next $2.5 billion 0.550%
Next $2.5 billion 0.540%
Next $2.5 billion 0.530%
Thereafter 0.520%
Deutsche Unconstrained Income VIP First $250 million 0.550%
Next $750 million 0.520%
Next $1.5 billion 0.500%
Next $2.5 billion 0.480%
Next $2.5 billion 0.450%
Next $2.5 billion 0.430%
Next $2.5 billion 0.410%
Thereafter 0.390%
Money Market Funds
Cash Account Trust - Government & First $500 million 0.120%
Agency Securities Portfolio Next $500 million 0.100%
Next $1.0 billion 0.075%
Next $1.0 billion 0.060%
Thereafter 0.050%/(5)/
Cash Account Trust - Tax- Exempt Portfolio First $500 million 0.120%
Next $500 million 0.100%
Next $1.0 billion 0.075%
Next $1.0 billion 0.060%
Thereafter 0.050%/(5)/
Cash Management Fund 0.00%/(6)/
Cash Management Portfolio First $3 billion 0.150%
Next $4.5 billion 0.1325%
Thereafter 0.120%
Cash Reserve Fund, Inc. - Prime Series 0.00%/(6)/
Cash Reserves Fund Institutional 0.00%/(6)/
Daily Assets Fund 0.100%
Deutsche Money Market Series 0.000%/(6)/
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FUND NAME MANAGEMENT FEE RATE
Deutsche Money Market Prime Series First $215 million 0.400%
Next $335 million 0.275%
Next $250 million 0.200%
Next $800 million 0.150%
Next $800 million 0.140%
Next $800 million 0.130%
Thereafter 0.120%
Deutsche Variable NAV Money Fund First $1.0 billion 0.1500%
Next $3.0 billion 0.1325%
Thereafter 0.1200%
Investors Cash Trust - Treasury Portfolio 0.050%
NY Tax Free Money Fund 0.120%
Tax-Exempt California Money Market Fund First $500 million 0.120%
Next $500 million 0.100%
Next $1.0 billion 0.075%
Next $1.0 billion 0.060%
Thereafter 0.050%
Tax Free Money Fund Investment 0.150%
(1) Shareholders of a fund also indirectly bear their pro rata share of the
operating expenses, including the management fee paid to DIMA or other
investment advisor, of the underlying funds in which a fund invests.
(2) The fund's management fee rate includes administrative services provided
by DIMA which are necessary for the fund's operation as an open-end
investment company.
(3) The fund invests substantially all its assets in Deutsche Equity 500
Index Portfolio (Master Fund). DIMA receives a management fee from the
Master Fund. In the event that the fund withdraws its investment in the
Master Fund, DIMA would become responsible for directly managing the
assets of the fund. In such event, the fund would pay DIMA a management
fee at an annual rate of 0.05% or 0.15% of the daily net assets of
Deutsche Equity 500 Index Fund or Deutsche S&P 500 Index Fund,
respectively.
(4) The management fee paid to DIMA equals the sum of (a) 0.200% of the daily
assets invested in Deutsche funds and (b) 1.200% of the daily assets
invested in Other Assets. Shareholders of the fund also indirectly bear
their pro rata share of the operating expenses, including the management
fee paid to DIMA or other investment advisor, of the underlying funds in
which the fund invests.
(5) The fund's management fee is computed based on the combined average daily
net assets of the Government & Agency Securities Portfolio and Tax-Exempt
Portfolio, each a series of Cash Account Trust, and allocated among each
fund based upon relative net assets. DIMA has contractually agreed to
reduce its management fee for Government & Agency Securities Portfolio
such that after the allocation of the fee to each series of Cash Account
Trust, the amount payable by Government & Agency Securities Portfolio
will be limited to 0.05% of its average daily net assets.
(6) The fund invests substantially all its assets in Cash Management
Portfolio (the Master Fund). DIMA receives a management fee from the
Master Fund. In the event that the fund withdraws its investment in the
Master Fund, DIMA would become responsible for directly managing the
assets of the fund. In such event, the fund would pay DIMA a management
fee directly and for Deutsche Money Market Series the management fee rate
would be as follows: (a) first $1.5 billion 0.165%; (b) next $1.75
billion 0.150%; (c) next $1.75 billion 0.135%; and (d) thereafter 0.120%.
II-76
FEE PAYABLE TO DIMA FOR ADMINISTRATIVE SERVICES. Deutsche Mid Cap Value Fund,
Deutsche Small Cap Value Fund and Deutsche CROCI (Reg. TM) Equity Dividend
Fund, do not pay DIMA a separate administrative services fee. Each fund, except
those noted below, pays DIMA an administrative services fee, computed daily and
paid monthly, of 0.100% of a fund's average daily net assets. Deutsche Equity
500 Index Portfolio and Cash Management Portfolio each pay DIMA an
administrative services fee, computed daily and paid monthly, of 0.030% of a
fund's average daily net assets.
FEES PAYABLE TO DIMA FOR FUND ACCOUNTING SERVICES. Currently, DIMA receives no
fee for its services to Deutsche Small Cap Value Fund and Deutsche CROCI (Reg.
TM) Equity Dividend Fund; however, subject to Board approval, DIMA may seek
payment from a fund for fund accounting services in the future.
DIMA receives an annual fee from Deutsche Mid Cap Value Fund for fund
accounting services equal to 0.015% of its average daily net assets.
FEE PAYABLE TO DSC FOR TRANSFER AGENCY AND SHAREHOLDER SERVICES. DSC receives
an annual service fee for each account of a fund, based on the type of account.
For open retail accounts, the fee is a flat fee ranging from $15.10 to $22.04
per account, and for open wholesale money market funds, the fee is $44.89 per
account plus an asset based fee of up to 0.25% of average net assets. 1/12th of
the annual service charge for each account is charged and payable to DSC each
month. A fee is charged for any account which at any time during the month had
a share balance in a fund. Smaller fees are also charged for closed accounts
for which information must be retained on DSC's system for up to 18 months
after closing for tax reporting purposes.
Certain out-of-pocket expenses incurred by DSC, including expenses of printing
and mailing routine fund documents, costs of record retention and transaction
processing costs are reimbursed by a fund or are paid directly by a fund.
Certain additional out-of-pocket expenses, including costs of computer hardware
and software, third party record-keeping fees in excess of 0.25%, and
processing of proxy statements, may only be reimbursed by a fund with the prior
approval of the Board.
FEES PAYABLE TO SUB-ADVISORS BY DIMA FOR SUB-ADVISORY SERVICES.
The following sets forth information relating to sub-advisory fees paid by DIMA
to each of the applicable funds' Sub-Advisors that are not affiliated with
DIMA. The sub-advisory fee paid by DIMA for each of the following funds is
computed daily and payable monthly, at the annual percentage rate of the daily
net assets overseen by the Sub-Advisor, unless otherwise noted. To the extent
that more than one non-affiliated Sub-Advisor provides services to a fund, the
fee rate below reflects the aggregate fees paid by DIMA to the fund's
non-affiliated Sub-Advisors.
FUND NAME SUB-ADVISOR AGGREGATE SUB-ADVISOR FEE RATE
Alternative Funds
Deutsche Diversified Market Neutral Fund GAM 0.70%
Deutsche Strategic Equity Long/Short Fund Atlantic 1.27%
Chilton
Lazard
Omega
Index-Related Funds
Deutsche EAFE (Reg. TM) Equity Index Fund NTI First $100 million 0.0900%
Next $400 million 0.0675%
Thereafter 0.0300%
Deutsche Equity 500 Index Portfolio NTI First $2.0 billion 0.015%
Next $2.0 billion 0.010%
Thereafter 0.005%
Deutsche U.S. Bond Index Fund NTI First $100 million 0.040%
Next $400 million 0.020%
Thereafter 0.010%
Insurance/Annuity Funds
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FUND NAME SUB-ADVISOR AGGREGATE SUB-ADVISOR FEE RATE
Deutsche Equity 500 Index VIP NTI First $2.0 billion 0.015%
Next $2.0 billion 0.010%
Thereafter 0.005%
Deutsche Small Cap Index VIP NTI First $100 million 0.080%
Next $400 million 0.040%
Thereafter 0.20%
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PART II: APPENDIX II-D - FINANCIAL SERVICES FIRMS' COMPENSATION
GENERAL. DDI may pay compensation to financial intermediaries in connection
with the sale of fund shares as described below. In addition, financial
intermediaries may receive compensation for post-sale administrative services
from DDI or directly from a fund as described below.
In addition to the discounts or commissions described herein and in the
prospectus, DDI, the Advisor or its affiliates may pay or allow additional
discounts, commissions or promotional incentives, in the form of cash, to firms
that sell shares of a fund. In some instances, such amounts may be offered only
to certain firms that sell or are expected to sell during specified time
periods certain minimum amounts of shares of a fund, or other funds
underwritten by DDI (see "Financial Intermediary Support Payments" under "Part
II: Purchase and Redemption of Shares").
Banks and other financial services firms may provide administrative services
related to order placement and payment to facilitate transactions in shares of
a fund for their clients, and DDI may pay them a transaction fee up to the
level of the discount or commission allowable or payable to dealers.
RETAIL FUNDS: CLASS A, CLASS B, CLASS C AND CLASS R SHARES
CLASS A SHARES: The fund receives the entire net asset value of all its Class A
shares sold. DDI, as principal underwriter, retains the sales charge on sales
of Class A shares from which it allows discounts from the applicable public
offering price to investment dealers, which discounts are uniform for all
dealers in the United States and its territories. The normal discount is set
forth in the sales charge tables set forth in APPENDIX II-F. Upon notice to all
dealers, DDI may re-allow to dealers up to the full applicable Class A sales
charge during periods and for transactions specified in such notice and such
re-allowances may be based upon attainment of minimum sales levels. During
periods when 90% or more of the sales charge is re-allowed, such dealers may be
deemed to be underwriters as that term is defined in the 1933 Act.
DDI may at its discretion compensate investment dealers or other financial
services firms in connection with the sale of Class A shares of a fund in
accordance with the Large Order NAV Purchase Privilege and one of the
compensation schedules up to the following amounts:
COMPENSATION SCHEDULE #1:
RETAIL SALES AND DEUTSCHE AM/EXPERTPLAN 403(B) COMPENSATION SCHEDULE #2:
PLAN/(1)/ DEUTSCHE AM RETIREMENT PLAN/(2)/
AS A PERCENTAGE OF AS A PERCENTAGE OF
AMOUNT OF SHARES SOLD NET ASSET VALUE AMOUNT OF SHARES SOLD NET ASSET VALUE
$250,000 to $2,999,999 0.75%/(3)/ - -
$250,000 to $49,999,999 0.50%/(4)/ Over $3 million 0.00%-0.50%
$250,000 to $4,999,999 1.00%/(5)/ - -
$5,000,000 to $9,999,999 0.55%/(5)/ - -
$1 million to $2,999,999 0.85%/(6)/ - -
1.00%/(7)/
$3 million to $49,999,999 0.50%/(8)/ Over $3 million 0.00%-0.50%
$10 million to $49,999,999 0.50%/(5)/ - -
$50 million and greater 0.25%/(9)/ - -
/(1)/ For purposes of determining the appropriate commission percentage to be
applied to a particular sale under the foregoing schedule, DDI will
consider the cumulative amount invested by the purchaser in a fund and
other funds including purchases pursuant to the "Combined Purchases,"
"Letter of Intent" and "Cumulative Discount" features referred to below.
/(2)/ Compensation Schedule #2 applies to employer sponsored employee benefit
plans using the OmniPlus subaccount record keeping system made available
through ADP, Inc. under an alliance with DDI and its affiliates.
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/(3)/ Applicable to the following funds: Deutsche Alternative Asset Allocation
Fund, Deutsche Diversified Market Neutral Fund, Deutsche Global Growth
Fund, Deutsche Large Cap Value Fund, Deutsche Select Alternative
Allocation Fund and Deutsche Strategic Equity Long/Short Fund.
/(4)/ Applicable to the following funds: Deutsche GNMA Fund, Deutsche
Intermediate Tax/AMT Free Fund, Deutsche Managed Municipal Bond Fund,
Deutsche Short Duration Fund, Deutsche Short-Term Municipal Bond Fund,
Deutsche Strategic Government Securities Fund, Deutsche Strategic High
Yield Tax-Free Fund and Deutsche Ultra-Short Duration Fund.
/(5)/ Applicable to the following funds: Deutsche California Tax-Free Income
Fund, Deutsche Floating Rate Fund, Deutsche Massachusetts Tax-Free Fund,
Deutsche New York Tax-Free Income Fund and Deutsche Unconstrained Income
Fund.
/(6)/ Applicable to income funds except those noted in footnotes (4) and (5),
and Deutsche U.S. Bond Index Fund.
/(7)/ Applicable to all equity funds except those in footnote (3).
/(8)/ Applicable to all income and equity funds except for those noted in
footnote (5) and Deutsche U.S. Bond Index Fund.
/(9)/ Applicable to all income and equity funds except Deutsche U.S. Bond Index
Fund.
As indicated under "Purchases" under Part II "Purchase and Redemption of
Shares," Class A shares may be sold at net asset value without a sales charge
to certain professionals who assist in the promotion of Deutsche mutual funds
pursuant to personal services contracts with DDI, for themselves or members of
their families. DDI in its discretion may compensate financial services firms
for sales of Class A shares under this privilege at a commission rate of 0.50%
of the amount of Class A shares purchased. In addition, Class A shares of
certain Deutsche mutual funds may participate in a no-load network, platform or
self-directed brokerage account offered by a financial service firm that has
entered into an agreement with DDI as further indicated under "Purchases" under
Part II "Purchase and Redemption of Shares." The Deutsche mutual funds may
collectively pay a financial service firm a one-time set-up fee of up to
$25,000 to participate in such a no-load network, platform or self-directed
brokerage account.
COMPENSATION FOR CLASS B AND CLASS C SHARES. DDI compensates firms for sales of
Class B shares at the time of sale at a commission rate of up to 3.75% of the
amount of Class B shares purchased. DDI is compensated by a fund for services
as distributor and principal underwriter for Class B shares. DDI currently pays
firms for sales of Class C shares a distribution fee, payable quarterly, at an
annual rate of 0.75% of net assets attributable to Class C shares maintained
and serviced by the firm. Except as provided below, for sales of Class C
shares, DDI advances to firms the first year distribution fee at a rate of
0.75% of the purchase price of such shares, and, for periods after the first
year. For sales of Class C shares to employer sponsored employee benefit plans
using the OmniPlus subaccount record-keeping system made available through ADP,
Inc. under an alliance with DDI and its affiliates, DDI does not advance the
first year distribution fee and for periods after the date of sale, DDI
currently pays firms a distribution fee, payable quarterly, at an annual rate
of 0.75% based on net assets as of the last business day of the month
attributable to Class C shares maintained and serviced by the firm. DDI is
compensated by a fund for services as distributor and principal underwriter for
Class C shares.
COMPENSATION FOR CLASS R SHARES. For sales of Class R shares, DDI currently
pays firms a distribution fee, payable quarterly, at an annual rate of 0.25%
based on net assets attributable to Class R shares maintained and serviced by
the firm.
SERVICE FEES FOR CLASS A, CLASS B, CLASS C AND CLASS R SHARES: With respect to
Class A and Class R shares of a fund, DDI pays each firm a service fee, payable
quarterly, at an annual rate of up to 0.25% of the net assets in fund accounts
that it maintains and services attributable to Class A and Class R shares of a
fund, commencing the month after investment for Class A shares and commencing
immediately for Class R shares. With respect to Class B and Class C shares of a
fund, DDI currently advances to firms the first-year service fee at a rate of
up to 0.25% of the purchase price of such shares. DDI does not advance the
first year service fee to firms attributable to Class C shares to
employer-sponsored employee benefit plans using the OmniPlus subaccount record
keeping system made available through ADP, Inc. under an alliance with DDI and
its affiliates. For periods after the first year, DDI currently intends to
II-80
pay firms a service fee at a rate of up to 0.25% (calculated monthly and paid
quarterly) of the net assets attributable to Class B and Class C shares of a
fund maintained and serviced by the firm (see "Retail Funds: Class A, Class B,
Class C and Class R shares" under "PART II: DISTRIBUTION AND SERVICE AGREEMENTS
AND PLANS").
RETAIL FUNDS: INVESTMENT CLASS
ADMINISTRATIVE SERVICE FEE: For the Investment Class of Deutsche Limited
Maturity Quality Income Fund and Deutsche Ultra-Short Investment Grade Fund,
each a series of Deutsche Income Trust, DDI normally pays financial services
firms a fee for administrative services, payable monthly, at a maximum annual
rate of up to 0.25% of average daily net assets of Investment Class held in
accounts that they maintain and service.
RETAIL FUNDS: INSTITUTIONAL CLASS, CLASS R6 AND CLASS S SHARES
COMPENSATION FOR INSTITUTIONAL CLASS, CLASS R6 AND CLASS S SHARES. There are no
sales charges for Institutional, Class R6 and Class S shares of a fund.
MONEY MARKET FUNDS (EXCEPT DEUTSCHE CASH INVESTMENT TRUST CLASS A, CLASS B AND
CLASS C SHARES)
DEUTSCHE MONEY MARKET FUND: For Deutsche Money Market Fund shares, a series of
Deutsche Money Market Prime Series, DDI may in its discretion pay compensation,
in amounts not to exceed 0.50% of net asset value, to firms in connection with
the sales of fund shares to employee benefit plans in excess of $3 million
using the OmniPlus subaccount record-keeping system maintained by ADP, Inc. for
Deutsche AM Retirement Plans under an alliance with DDI and its affiliates.
SERVICE SHARES-CASH ACCOUNT TRUST: For the Service Shares classes of the
Government & Agency Securities Portfolio and the Tax-Exempt Portfolio of Cash
Account Trust, DDI normally pays firms a fee for distribution and
administrative services, payable monthly, at a maximum annual rate of up to
0.60% of average daily net assets of Service Shares held in accounts that they
maintain and service.
PREMIER SHARES-TAX-EXEMPT CALIFORNIA MONEY MARKET FUND: For the Premier Shares
class of the Tax-Exempt California Money Market Fund, DDI normally pays firms a
fee for distribution and administrative services, payable monthly, at a maximum
annual rate of up to 0.33% of average daily net assets of Premier Shares held
in accounts that they maintain and service.
TAX-EXEMPT NEW YORK MONEY MARKET FUND: For Tax-Exempt New York Money Market
Fund shares, a class of NY Tax Free Money Fund, a series of DWS Money Market
Trust, DDI normally pays firms a fee for distribution and administrative
services, payable monthly, at a maximum annual rate of up to 0.50% of average
daily net assets of Tax-Exempt New York Money Market Fund shares held in
accounts that they maintain and service.
MANAGED SHARES-CASH ACCOUNT TRUST: For the Government Cash Managed Shares class
of the Government & Agency Securities Portfolio of Cash Account Trust and the
Tax-Exempt Cash Managed Shares class of the Tax-Exempt Portfolio of Cash
Account Trust, DDI normally pays firms a fee for administrative services,
payable monthly, at a maximum annual rate of up to 0.15% of average daily net
assets of Managed Shares held in accounts that they maintain and service.
INSTITUTIONAL SHARES-INVESTORS CASH TRUST AND INSTITUTIONAL SHARES - DWS MONEY
MARKET TRUST: For the Institutional Shares class of the Treasury Portfolio and
Deutsche Variable NAV Money Fund, each a series of Investors Cash Trust, and
Institutional Shares of Daily Assets Fund, a series of DWS Money Market Trust.
DDI normally pays firms a fee for administrative services, payable monthly, at
a maximum annual rate of up to 0.05% of average daily net assets of
Institutional Shares held in accounts that they maintain and service.
TAX-FREE INVESTMENT CLASS-CASH ACCOUNT TRUST AND INVESTMENT CLASS-INVESTORS
CASH TRUST: For the Tax-Free Investment Class of the Tax-Exempt Portfolio of
Cash Account Trust and the Investment Class of the Treasury Portfolio of
Investors Cash Trust (collectively, "Investment Class"), DDI normally pays
firms a fee for distribution services, payable monthly,
II-81
at a maximum annual rate of up to 0.25% of average daily net assets of shares
of the Investment Class held in accounts that they maintain and service and DDI
normally pays firms a fee for administrative services, payable monthly, at a
maximum annual rate of up to 0.07% of average daily net assets of shares of the
Investment Class held in accounts that they maintain and service.
CASH RESERVE PRIME SHARES-PRIME SERIES: For the Cash Reserve Prime Shares class
of the Prime Series of Cash Reserve Fund Inc., DDI normally pays firms a fee
for distribution services, payable monthly, at a maximum annual rate of up to
0.25% of average daily net assets of shares of the Cash Reserve Prime Shares
held in accounts that they maintain and service and DDI normally pays firms a
fee for administrative services, payable monthly, at a maximum annual rate of
up to 0.07% of average daily net assets of shares of the Cash Reserve Prime
Shares held in accounts that they maintain and service.
SHAREHOLDER SERVICES PLAN FOR CASH MANAGEMENT FUND - INSTITUTIONAL CLASS, CASH
RESERVES FUND INSTITUTIONAL - INSTITUTIONAL CLASS, NY TAX FREE MONEY FUND -
INVESTMENT CLASS AND TAX-FREE MONEY FUND INVESTMENT - PREMIER SHARES: Cash
Management Fund - Institutional Class and Cash Reserves Fund Institutional -
Institutional Class, NY Tax Free Money Fund - Investment Class and Tax-Free
Money Fund Investment - Premier Shares, each a series and class of DWS Money
Market Trust, pursuant to a shareholder service plan, may pay financial
services firms a service fee at an annual rate of up to 0.25 of 1% of the
average daily net assets of shares of the applicable fund and class held in
accounts that the firm maintains and services.
DEUTSCHE VARIABLE SERIES I, DEUTSCHE VARIABLE SERIES II AND DEUTSCHE
INVESTMENTS VIT FUNDS: For each fund of Deutsche Variable Series I, Deutsche
Variable Series II and Deutsche Investments VIT Funds that has authorized the
issuance of Class B shares (including Class B2 shares of Deutsche Equity 500
Index VIP), each fund has adopted a distribution plan under Rule 12b-1 (Plan)
that provides for fees for distribution and shareholder servicing activities
payable through DDI to participating insurance companies as an expense of the
Class B shares or Class B2 shares in an amount of up to 0.25% of the average
daily net assets of Class B shares or Class B2 shares held by the insurance
company.
II-82
PART II: APPENDIX II-E - FIRMS WITH WHICH DEUTSCHE ASSET MANAGEMENT HAS REVENUE
SHARING ARRANGEMENTS
CHANNEL: BROKER-DEALERS AND FINANCIAL ADVISORS; RETIREMENT
AIG Advisor Group
Ameriprise
Axa Advisors
Cambridge Investment Research, Inc.
Cetera Financial Group
Citigroup Global Markets, Inc.
Commonwealth Equity Services, LLP (dba Commonwealth Financial Network)
Deutsche Bank Group
Fidelity Brokerage Services LLC/National Financial Services LLC
First Allied Securities
Goldman Sachs
HD Vest Investment Securities, Inc.
Hooker & Holcombe Retirement Services, Inc.
Huntington Investment Company
John Hancock Distributors LLC
Ladenburg Thalmann Group (Securities America, Investacorp, Triad Advisors)
LPL Financial
Meridien Financial Group
Merrill Lynch, Pierce, Fenner & Smith Inc.
Morgan Stanley Wealth Management
Northwestern Mutual Investment Services
Oppenheimer & Co., Inc.
PlanMember Services Corp.
PNC Investments LLC
Raymond James & Associates
Raymond James Financial Services
RBC Dain Rauscher, Inc.
Santander Securities LLC
UBS Financial Services
Voya Financial
Wells Fargo Advisors, LLC
CHANNEL: CASH PRODUCT PLATFORM
Allegheny Investments LTD
Apex Clearing Corp.
Bank of America/Merrill Lynch
Barclays Capital Inc.
BMO Capital Markets
BNY Mellon
Brown Brothers Harriman
Brown Investment Advisory & Trust Company
Cadaret Grant & Co. Inc.
Chicago Mercantile Exchange
Citibank Global Markets
COR Clearing LLC
Deutsche Bank Group
Fiduciary Trust Co. - International
First Southwest Company
Goldman Sachs & Co.
II-83
Institutional Cash Distributors, LLC
J.P. Morgan Clearing Corp.
J.P. Morgan Securities LLC
Lincoln Investment Planning
LPL Financial
My Treasury
Pershing Choice Platform
ProFunds Distributors, Inc.
SAMCO Capital Markets
State Street Bank & Trust Company
State Street Global Markets
Sungard Institutional Brokerage Inc.
Treasury Brokerage LLC
Union Bank
US Bancorp
William Blair & Company
CHANNEL: THIRD PARTY INSURANCE PLATFORMS
Allstate Life Insurance Company
Allstate Life Insurance Company of New York
American Maturity Life Insurance Company
Ameritas Life Insurance Group
Annuity Investors Life Insurance Company
CM Life Insurance Company
Columbus Life Insurance Company
Companion Life Insurance Company
Connecticut General Life Insurance Company
EquiTrust Life Insurance Company
Farm Bureau Life Insurance Company
Farmers New World Life Insurance Company
Fidelity Security Life Insurance Company
First Allmerica Financial Life Insurance Company
First Great West Life and Annuity Company
Genworth Life Insurance Company of New York
Genworth Life and Annuity Insurance Company
Great West Life and Annuity Insurance Company
Hartford Life Insurance Company
ICMG Registered Variable Life
Integrity Life Insurance Company
John Hancock Life Insurance Co. - Manulife Insurance Co.
Kemper Investors Life Insurance Company
Lincoln Benefit Life Insurance Company
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Massachusetts Mutual Life Insurance Company
MetLife Group
Minnesota Life Insurance Company
National Life Insurance Company
National Integrity Life Insurance Company
Nationwide Life Insurance Company & Its Affiliates
New York Life Insurance and Annuity Corporation
Phoenix Life Insurance Company
Protective Life Insurance
II-84
Prudential Insurance Company of America
RiverSource Life Insurance Company
Security Benefit Life Insurance Company
Sun Life Insurance Company
Symetra Life Insurance Company
Transamerica Life Insurance Company
Union Central Life Insurance Company
United of Omaha Life Insurance Company
United Investors Life Insurance Company
Western Southern Life Assurance Company
Zurich American Life Insurance Company of New York
Any additions, modifications or deletions to the financial advisors identified
above that have occurred since the date hereof are not reflected.
II-85
PART II: APPENDIX II-F - CLASS A SALES CHARGE SCHEDULE
CLASS A PURCHASES. The public offering price of Class A shares for purchasers
choosing the initial sales charge alternative is the net asset value plus a
sales charge, as set forth below. Initial sales charges do not apply to Money
Market Funds and Variable Insurance Funds, which includes Deutsche Variable
Series I, Deutsche Variable Series II and Deutsche Investments VIT Funds.
INTERNATIONAL/GLOBAL EQUITY FUNDS: CROCI (Reg. TM) Sector Opportunities,
Emerging Markets Equity, Emerging Markets Frontier, European Equity, Global
Equity, Global Infrastructure, Global Real Estate, Global Small Cap, CROCI
(Reg. TM) International, Latin America Equity and World Dividend; US EQUITY
FUNDS: Capital Growth, Communications, Core Equity, CROCI (Reg. TM) U.S. Fund,
CROCI (Reg. TM) Equity Dividend, Health and Wellness, Large Cap Focus Growth,
Mid Cap Value, Mid Cap Growth, Real Estate Securities, Real Estate Securities
Income, Science and Technology, Small Cap Core, Small Cap Growth and Small Cap
Value; ALTERNATIVE FUNDS: Enhanced Commodity Strategy, Gold & Precious Metals,
MLP & Energy Infrastructure, and Strategic Equity Long/Short; ASSET ALLOCATION
FUNDS: Global Income Builder, Multi-Asset Conservative Allocation, Multi-Asset
Global Allocation and Multi-Asset Moderate Allocation.
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $50,000 5.75% 6.10% 5.20%
$50,000 but less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 but less than $500,000 2.60% 2.67% 2.25%
$500,000 but less than $1 million 2.00% 2.04% 1.75%
$1 million and over .00*** .00*** .00****
INTERNATIONAL/GLOBAL EQUITY FUND: Global Growth; U.S. EQUITY FUND: Large Cap
Value; ALTERNATIVE FUNDS: Alternative Asset Allocation, Diversified Market
Neutral and Select Alternative Allocation:
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $50,000 5.75% 6.10% 5.20%
$50,000 but less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 and over .00*** .00*** .00****
TAXABLE FIXED-INCOME FUNDS: Core Fixed Income, Core Plus Income, Enhanced
Emerging Markets Fixed Income, Enhanced Global Bond, Global High Income and
High Income; INDEX-RELATED FUND: S&P 500 Index:
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $100,000 4.50% 4.71% 4.00%
$100,000 but less than $250,000 3.50% 3.63% 3.00%
$250,000 but less than $500,000 2.60% 2.67% 2.25%
$500,000 but less than $1 million 2.00% 2.04% 1.75%
$1 million and over 0.00*** 0.00*** 0.00****
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TAXABLE FIXED-INCOME FUND: Global Inflation; INDEX-RELATED FUND: U.S. Bond
Index
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $100,000 2.75% 2.83% 2.25%
$100,000 but less than $250,000 2.50% 2.56% 2.00%
$250,000 but less than $500,000 2.00% 2.04% 1.75%
$500,000 but less than $1 million 1.50% 1.52% 1.25%
$1 million and over 0.00*** 0.00*** 0.00****
TAX-FREE INCOME FUNDS: California Tax-Free Income, Intermediate Tax/AMT Free,
Managed Municipal Bond, Massachusetts Tax-Free, New York Tax-Free Income, and
Strategic High Yield Tax-Free; TAXABLE FIXED-INCOME FUNDS: GNMA, Short
Duration, Strategic Government Securities, Ultra-Short Duration and
Unconstrained Income:
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $100,000 2.75% 2.83% 2.25%
$100,000 but less than $250,000 2.50% 2.56% 2.00%
$250,000 and over 0.00*** 0.00*** 0.00****
TAXABLE FIXED-INCOME FUNDS: Floating Rate.
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $100,000 2.75% 2.83% 2.25%
$100,000 but less than $250,000 2.25% 2.30% 1.75%
$250,000 but less than $500,000 1.25% 1.27% 1.00%
$500,000 but less than $1 million 1.00% 1.01% 1.00%
$1 million and over 0.00*** 0.00*** 0.00****
TAX-FREE INCOME FUND: Short-Term Municipal Bond
SALES CHARGE
AS A PERCENTAGE AS A PERCENTAGE OF ALLOWED TO DEALERS AS A
AMOUNT OF PURCHASE OF OFFERING PRICE* NET ASSET VALUE** PERCENTAGE OF OFFERING PRICE
Less than $100,000 2.00% 2.04% 1.50%
$100,000 but less than $250,000 1.75% 1.78% 1.25%
$250,000 and over 0.00*** 0.00*** 0.00****
* The offering price includes the sales charge.
** Rounded to the nearest one-hundredth percent.
*** Redemption of shares may be subject to a contingent deferred sales
charge.
**** Commission is payable by DDI.
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PART II: APPENDIX II-G - INVESTMENTS, PRACTICES AND TECHNIQUES, AND RISKS
ADJUSTABLE RATE SECURITIES. The interest rates paid on the adjustable rate
securities in which a fund invests generally are readjusted at periodic
intervals, usually by reference to a predetermined interest rate index.
Adjustable rate securities include US Government securities and securities of
other issuers. Some adjustable rate securities are backed by pools of mortgage
loans. There are three main categories of interest rate indices: those based on
US Treasury securities, those derived from a calculated measure such as a cost
of funds index and those based on a moving average of mortgage rates. Commonly
used indices include the one-year, three-year and five-year constant maturity
Treasury rates, the three-month Treasury bill rate, the 180-day Treasury bill
rate, rates on longer-term Treasury securities, the 11th District Federal Home
Loan Bank Cost of Funds, the National Median Cost of Funds, the one-month,
three-month, six-month or one-year London Interbank Offered Rate (LIBOR), the
prime rate of a specific bank or commercial paper rates. As with fixed-rates
securities, changes in market interest rates and changes in the issuer's
creditworthiness may affect the value of adjustable rate securities.
Some indices, such as the one-year constant maturity Treasury rate, closely
mirror changes in market interest rate levels. Others, such as the 11th
District Home Loan Bank Cost of Funds index (Cost of Funds Index), tend to lag
behind changes in market rate levels and tend to be somewhat less volatile. To
the extent that the Cost of Funds index may reflect interest changes on a more
delayed basis than other indices, in a period of rising interest rates, any
increase may produce a higher yield later than would be produced by such other
indices, and in a period of declining interest rates, the Cost of Funds index
may remain higher for a longer period of time than other market interest rates,
which may result in a higher level of principal prepayments on adjustable rate
securities which adjust in accordance with the Cost of Funds index than
adjustable rate securities which adjust in accordance with other indices. In
addition, dislocations in the member institutions of the 11th District Federal
Home Loan Bank in recent years have caused and may continue to cause the Cost
of Funds index to change for reasons unrelated to changes in general interest
rate levels. Furthermore, any movement in the Cost of Funds index as compared
to other indices based upon specific interest rates may be affected by changes
in the method used to calculate the Cost of Funds index.
If prepayments of principal are made on the securities during periods of rising
interest rates, a fund generally will be able to reinvest such amounts in
securities with a higher current rate of return. However, a fund will not
benefit from increases in interest rates to the extent that interest rates rise
to the point where they cause the current coupon of adjustable rate securities
held as investments by a fund to exceed the maximum allowable annual or
lifetime reset limits (cap rates) for a particular adjustable rate security.
Also, a fund's net asset value could vary to the extent that current yields on
adjustable rate securities are different than market yields during interim
periods between coupon reset dates.
During periods of declining interest rates, the coupon rates may readjust
downward, resulting in lower yields to a fund. Further, because of this
feature, the value of adjustable rate securities is unlikely to rise during
periods of declining interest rates to the same extent as fixed-rate
instruments. Interest rate declines may result in accelerated prepayment of
adjustable rate securities, and the proceeds from such prepayments must be
reinvested at lower prevailing interest rates.
ADVANCE REFUNDED BONDS. A fund may purchase municipal securities that are
subsequently refunded by the issuance and delivery of a new issue of bonds
prior to the date on which the outstanding issue of bonds can be redeemed or
paid. The proceeds from the new issue of bonds are typically placed in an
escrow fund consisting of US Government obligations that are used to pay the
interest, principal and call premium on the issue being refunded. A fund may
also purchase municipal securities that have been refunded prior to purchase.
ASSET-BACKED SECURITIES. A fund may invest in securities generally referred to
as asset-backed securities. Asset-backed securities are securities that
directly or indirectly represent interests in, or are secured by and payable
from, an underlying pool of assets such as (but not limited to) first lien
mortgages, motor vehicle installment sale contracts, other installment sale
contracts, home equity loans, leases of various types of real and personal
property, and receivables from revolving credit (i.e., credit card) agreements
and trade receivables. Such assets are securitized through the use of trusts
and special purpose corporations. Asset-backed securities may provide periodic
payments that consist of interest and/or principal payments. Consequently, the
life of an asset-backed security varies with the prepayment and loss experience
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of the underlying assets. Payments of principal and interest may be dependent
upon the cash flow generated by the underlying assets backing the securities
and, in certain cases, may be supported by some form of credit enhancement (for
more information, see Credit Enhancement). The degree of credit enhancement
provided for each issue is generally based on historical information respecting
the level of credit risk associated with the underlying assets. Delinquency or
loss in excess of that anticipated or failure of the credit enhancement could
adversely affect the return on an investment in such a security. The value of
the securities also may change because of changes in interest rates or changes
in the market's perception of the creditworthiness of the servicing agent for
the loan pool, the originator of the loans or the financial institution
providing the credit enhancement. Additionally, since the deterioration of
worldwide economic and liquidity conditions that became acute in 2008,
asset-backed securities have been subject to greater liquidity risk.
Asset-backed securities are ultimately dependent upon payment of loans and
receivables by individuals, businesses and other borrowers, and a fund
generally has no recourse against the entity that originated the loans.
Because asset-backed securities may not have the benefit of a security interest
in the underlying assets, asset-backed securities present certain additional
risks that are not present with mortgage-backed securities. For example, credit
card receivables are generally unsecured, and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to avoid payment of certain amounts owed on the
credit cards, thereby reducing the balance due. Furthermore, most issuers of
automobile receivables permit the servicer to retain possession of the
underlying obligations. If the servicer were to sell these obligations to
another party, there is a risk that the purchaser would acquire an interest
superior to that of the holders of the related automobile receivables. In
addition, because of the large number of vehicles involved in a typical
issuance and technical requirements under state laws, the trustee for the
holders of the automobile receivables may not have a proper security interest
in all of the obligations backing such receivables. Therefore, there is the
possibility that recoveries on repossessed collateral may not, in some cases,
be available to support payments on these securities.
The yield characteristics of the asset-backed securities in which a fund may
invest differ from those of traditional debt securities. Among the major
differences are that interest and principal payments are made more frequently
on asset-backed securities (usually monthly) and that principal may be prepaid
at any time because the underlying assets generally may be prepaid at any time.
As a result, if a fund purchases these securities at a premium, a prepayment
rate that is faster than expected will reduce their yield, while a prepayment
rate that is slower than expected will have the opposite effect of increasing
yield. Conversely, if a fund purchases these securities at a discount, faster
than expected prepayments will increase, while slower than expected prepayments
will reduce, the yield on these securities. Because prepayment of principal
generally occurs during a period of declining interest rates, a fund may
generally have to reinvest the proceeds of such prepayments at lower interest
rates. Therefore, asset-backed securities may have less potential for capital
appreciation in periods of falling interest rates than other income-bearing
securities of comparable maturity.
Other Asset-Backed Securities. The securitization techniques used to develop
mortgage-backed securities are now being applied to a broad range of assets.
Through the use of trusts and special purpose corporations, various types of
assets, including automobile loans, computer leases and credit card
receivables, are being securitized in pass-through structures similar to
mortgage pass-through structures or in a structure similar to the CMO
structure. In general, the collateral supporting these securities is of shorter
maturity than mortgage loans and is less likely to experience substantial
prepayments with interest rate fluctuations.
Several types of asset-backed securities have already been offered to
investors, including Certificates of Automobile Receivables/SM/ (CARS/SM/).
CARS/SM/ represent undivided fractional interests in a trust whose assets
consist of a pool of motor vehicle retail installment sales contracts and
security interests in the vehicles securing the contracts. Payments of
principal and interest on CARS/SM/ are passed through monthly to certificate
holders, and are guaranteed up to certain amounts and for a certain time period
by a letter of credit issued by a financial institution unaffiliated with the
trustee or originator of the trust. An investor's return on CARS/SM/ may be
affected by early prepayment of principal on the underlying vehicle sales
contracts. If the letter of credit is exhausted, the trust may be prevented
from realizing the full amount due on a sales contract because of state law
requirements and restrictions relating to foreclosure sales of vehicles and the
obtaining of deficiency judgments following such sales or because of
depreciation, damage or loss of a vehicle, the application of federal and state
bankruptcy and insolvency laws, or other factors. As a result, certificate
holders may experience delays in payments or losses if the letter of credit is
exhausted.
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A fund may also invest in residual interests in asset-backed securities. In the
case of asset-backed securities issued in a pass-through structure, the cash
flow generated by the underlying assets is applied to make required payments on
the securities and to pay related administrative expenses. The residual in an
asset-backed security pass-through structure represents the interest in any
excess cash flow remaining after making the foregoing payments. The amount of
residual cash flow resulting from a particular issue of asset-backed securities
will depend on, among other things, the characteristics of the underlying
assets, the coupon rates on the securities, prevailing interest rates, the
amount of administrative expenses and the actual prepayment experience on the
underlying assets. Asset-backed security residuals not registered under the
Securities Act may be subject to certain restrictions on transferability. In
addition, there may be no liquid market for such securities.
The availability of asset-backed securities may be affected by legislative or
regulatory developments. It is possible that such developments may require a
fund to dispose of any then-existing holdings of such securities.
ASSET-INDEXED SECURITIES. A fund may purchase asset-indexed securities which
are debt securities usually issued by companies in precious metals related
businesses such as mining, the principal amount, redemption terms, or interest
rates of which are related to the market price of a specified precious metal.
Market prices of asset-indexed securities will relate primarily to changes in
the market prices of the precious metals to which the securities are indexed
rather than to changes in market rates of interest. However, there may not be a
perfect correlation between the price movements of the asset-indexed securities
and the underlying precious metals. Asset-indexed securities typically bear
interest or pay dividends at below market rates (and in certain cases at
nominal rates). The purchase of asset-indexed securities also exposes a fund to
the credit risk of the issuer of the asset-indexed securities.
ASSET SEGREGATION. Certain investment transactions expose a fund to an
obligation to make future payments to third parties. Examples of these types of
transactions, include, but are not limited to, reverse repurchase agreements,
short sales, dollar rolls, when-issued, delayed-delivery or forward commitment
transactions and certain derivatives such as swaps, futures, forwards, and
options. To the extent that a fund engages in such transactions, a fund will
(to the extent required by applicable law) either: (1) segregate cash or liquid
assets in the prescribed amount; or (2) otherwise "cover" its future
obligations under the transaction, such as by holding an offsetting investment.
If a fund segregates sufficient cash or other liquid assets or otherwise
"covers" its obligations under such transactions, a fund will not consider the
transactions to be borrowings for purposes of its investment restrictions or
"senior securities" under the 1940 Act, and therefore, such transactions will
not be subject to the 300% asset coverage requirement under the 1940 Act
otherwise applicable to borrowings by a fund.
In some cases (e.g., with respect to futures and forwards that are
contractually required to "cash-settle"), a fund will segregate cash or other
liquid assets with respect to the amount of the daily net (marked-to-market)
obligation arising from the transaction, rather than the notional amount of the
underlying contract. By segregating assets in an amount equal to the net
obligation rather than the notional amount, a fund will have the ability to
employ leverage to a greater extent than if it set aside cash or other liquid
assets equal to the notional amount of the contract, which may increase the
risk associated with such transactions.
A fund may utilize methods of segregating assets or otherwise "covering"
transactions that are currently or in the future permitted under the 1940 Act,
the rules and regulations thereunder, or orders issued by the SEC thereunder
and, to the extent deemed appropriate by a fund, interpretations and guidance
provided by the SEC staff.
Assets used as segregation or "cover" cannot be sold while the position in the
corresponding transaction is open, unless they are replaced with other
appropriate assets. As a result, the commitment of a large portion of a fund's
assets for segregation and "cover" purposes could impede portfolio management
or a fund's ability to meet redemption requests or other current obligations.
Segregating assets or otherwise "covering" for these purposes does not
necessarily limit the percentage of the assets of a fund that may be at risk
with respect to certain derivative transactions.
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AUCTION RATE SECURITIES. Auction rate securities in which certain municipal
funds may invest consist of auction rate municipal securities and auction rate
preferred securities issued by closed-end investment companies that invest
primarily in municipal securities. Provided that the auction mechanism is
successful, auction rate securities normally permit the holder to sell the
securities in an auction at par value at specified intervals. The dividend is
reset by a "Dutch" auction in which bids are made by broker-dealers and other
institutions for a certain amount of securities at a specified minimum yield.
The dividend rate set by the auction is the lowest interest or dividend rate
that covers all securities offered for sale. While this process is designed to
permit auction rate securities to be traded at par value, there is the risk
that an auction will fail due to insufficient demand for the securities. If an
auction fails, the dividend rate of the securities rate adjusts to a maximum
rate, specified in the issuer's offering documents and, in the case of
closed-end funds, relevant charter documents. Security holders that submit sell
orders in a failed auction may not be able to sell any or all of the shares for
which they have submitted sell orders. Security holders may sell their shares
at the next scheduled auction, subject to the same risk that the subsequent
auction will not attract sufficient demand for a successful auction to occur.
Broker-dealers may also try to facilitate secondary trading in the auction rate
securities, although such secondary trading may be limited and may only be
available for shareholders willing to sell at a discount. Since February 2008,
many municipal issuers and closed-end funds have experienced, and continue to
experience, failed auctions of their auction rate securities. Repeated auction
failures have significantly affected the liquidity of auction rate securities,
shareholders of such securities have generally continued to receive dividends
at the above-mentioned maximum rate. There is no assurance that auctions will
resume or that any market will develop for auction rate securities. Valuation
of such securities are highly speculative. Dividends on auction rate preferred
securities issued by a closed-end fund may be reported, generally on Form 1099,
as exempt from federal income tax to the extent they are attributable to
tax-exempt interest income earned by a fund on the securities in its portfolio
and distributed to holders of the preferred securities, provided that the
preferred securities are treated as equity securities for federal income tax
purposes, and the closed-end fund complies with certain requirements under the
Code. A fund's investments in auction rate preferred securities of closed-end
funds are subject to limitations on investments in other US registered
investment companies, which limitations are prescribed by the 1940 Act.
BANK LOANS. Bank loans are typically senior debt obligations of borrowers
(issuers) and, as such, are considered to hold a senior position in the capital
structure of the borrower. These may include loans that hold the most senior
position, that hold an equal ranking with other senior debt, or loans that are,
in the judgment of the Advisor, in the category of senior debt of the borrower.
This capital structure position generally gives the holders of these loans a
priority claim on some or all of the borrower's assets in the event of a
default. In most cases, these loans are either partially or fully
collateralized by the assets of a corporation, partnership, limited liability
company or other business entity, or by cash flow that the Advisor believes at
the time of acquisition is sufficient to service the loan. These loans are
often issued in connection with recapitalizations, acquisitions, leveraged
buy-outs and refinancings. Moody's and Standard & Poor's may rate bank loans
higher than high yield bonds of the same issuer to reflect their more senior
position. A fund may invest in both fixed- and floating-rate loans.
Bank loans may include restrictive covenants which must be maintained by the
borrower. Such covenants, in addition to the timely payment of interest and
principal, may include mandatory prepayment provisions arising from free cash
flow, restrictions on dividend payments and usually state that a borrower must
maintain specific minimum financial ratios as well as establishing limits on
total debt. A breach of covenant, which is not waived by the agent, is normally
an event of acceleration, i.e., the agent has the right to call the outstanding
bank loan. In addition, loan covenants may include mandatory prepayment
provisions stemming from free cash flow. Free cash flow is cash that is in
excess of capital expenditures plus debt service requirements of principal and
interest. Free cash flow shall be applied to prepay the bank loan in the order
of maturity described in the loan documents.
When a fund has an interest in certain types of bank loans, a fund may have an
obligation to make additional loans upon demand by the borrower. These
commitments may have the effect of requiring a fund to increase its investment
in a borrower at a time when it would not otherwise have done so. A fund
intends to reserve against such contingent obligations by segregating
sufficient assets in high quality short-term liquid investments or borrowing to
cover such obligations.
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Under a bank loan, the borrower generally must pledge as collateral assets
which may include one or more of the following: cash; accounts receivable;
inventory; property, plant and equipment; common and preferred stock in its
subsidiaries; trademarks, copyrights, patent rights; and franchise value. A
fund may also receive guarantees as a form of collateral. In some instances, a
bank loan may be secured only by stock in a borrower or its affiliates. A fund
may also invest in bank loans not secured by any collateral. The market value
of the assets serving as collateral (if any) will, at the time of investment,
in the opinion of the Advisor, equal or exceed the principal amount of the bank
loan. The valuations of these assets may be performed by an independent
appraisal. If the agent becomes aware that the value of the collateral has
declined, the agent may take action as it deems necessary for the protection of
its own interests and the interests of the other lenders, including, for
example, giving the borrower an opportunity to provide additional collateral or
accelerating the loan. There is no assurance, however, that the borrower would
provide additional collateral or that the liquidation of the existing
collateral would satisfy the borrower's obligation in the event of nonpayment
of scheduled interest or principal, or that such collateral could be readily
liquidated.
In a typical interest in a bank loan, the agent administers the loan and has
the right to monitor the collateral. The agent is also required to segregate
the principal and interest payments received from the borrower and to hold
these payments for the benefit of the lenders. A fund normally looks to the
agent to collect and distribute principal of and interest on a bank loan.
Furthermore, a fund looks to the agent to use normal credit remedies, such as
to foreclose on collateral; monitor credit loan covenants; and notify the
lenders of any adverse changes in the borrower's financial condition or
declarations of insolvency. In the event of a default by the borrower, it is
possible, though unlikely, that a fund could receive a portion of the
borrower's collateral. If a fund receives collateral other than cash, such
collateral will be liquidated and the cash received from such liquidation will
be available for investment as part of a fund's portfolio. At times a fund may
also negotiate with the agent regarding the agent's exercise of credit remedies
under a bank loan. The agent is compensated for these services by the borrower
as is set forth in the loan agreement. Such compensation may take the form of a
fee or other amount paid upon the making of the bank loan and/or an ongoing fee
or other amount.
The loan agreement in connection with bank loans sets forth the standard of
care to be exercised by the agents on behalf of the lenders and usually
provides for the termination of the agent's agency status in the event that it
fails to act properly, becomes insolvent, enters FDIC receivership, or if not
FDIC insured, enters into bankruptcy or if the agent resigns. In the event an
agent is unable to perform its obligations as agent, another lender would
generally serve in that capacity.
Loan agreements frequently require the borrower to make full or partial
prepayment of a loan when the borrower engages in asset sales or a securities
issuance. Prepayments on bank loans may also be made by the borrower at its
election. The rate of such prepayments may be affected by, among other things,
general business and economic conditions, as well as the financial status of
the borrower. Prepayment would cause the actual duration of a bank loan to be
shorter than its stated maturity. This should, however, allow a fund to
reinvest in a new loan and recognize as income any unamortized loan fees. This
may result in a new facility fee payable to a fund. Because interest rates paid
on bank loans periodically fluctuate with the market, it is expected that the
prepayment and a subsequent purchase of a new bank loan by a fund will not have
a material adverse impact on the yield of the portfolio. A fund generally holds
bank loans to maturity unless it has become necessary to adjust a fund's
portfolio in accordance with the Advisor's view of current or expected economic
or specific industry or borrower conditions.
A fund may be required to pay and may receive various fees and commissions in
the process of purchasing, selling and holding bank loans. The fee may include
any, or a combination of, the following elements: arrangement fees, non-use
fees, facility fees, letter of credit fees and ticking fees. Arrangement fees
are paid at the commencement of a loan as compensation for the initiation of
the transaction. A non-use fee is paid based upon the amount committed but not
used under the loan. Facility fees are on-going annual fees paid in connection
with a loan. Letter of credit fees are paid if a loan involves a letter of
credit. Ticking fees are negotiated at the time of transaction, and are paid
from the initial commitment indication until loan closing.
If legislation or state or federal regulators impose additional requirements or
restrictions on the ability of financial institutions to make loans that are
considered highly leveraged transactions, the availability of bank loans for
investment by a fund may be adversely affected. In addition, such requirements
or restrictions could reduce or eliminate sources of financing for certain
borrowers. This would increase the risk of default. If legislation or federal
or state regulators
II-92
require financial institutions to dispose of bank loans that are considered
highly leveraged transactions or subject such bank loans to increased
regulatory scrutiny, financial institutions may determine to sell such bank
loans. Such sales by affected financial institutions may not be at desirable
prices, in the opinion of the Advisor. If a fund attempts to sell a bank loan
at a time when a financial institution is engaging in such a sale, the price a
fund could get for the bank loan may be adversely affected.
Affiliates of the Advisor may participate in the primary and secondary market
for bank loans. Because of limitations imposed by applicable law, the presence
of the Advisor's affiliates in the bank loan market may restrict a fund's
ability to acquire some bank loans, or affect the timing or price of such
acquisitions. The Advisor does not believe that this will materially affect a
fund's ability to achieve its investment objective. Also, because the Advisor
may wish to invest in the publicly traded securities of a borrower, it may not
have access to material non-public information regarding the borrower to which
other lenders have access.
Senior loans may not be considered "securities," and purchasers, such as a
fund, therefore may not be entitled to rely on the anti-fraud and
misrepresentation protections of the federal securities laws.
Loan Participations and Assignments. A fund's investments in bank loans are
expected in most instances to be in the form of participations in bank loans
(Participations) and assignments of portions of bank loans (Assignments) from
third parties. Large loans to corporations or governments may be shared or
syndicated among several lenders, usually banks. A fund may participate in such
syndicates, or can buy part of a loan, becoming a direct lender.
When a fund buys an Assignment, it is essentially becoming a party to the bank
agreement. The vast majority of all trades are Assignments and would therefore
generally represent the preponderance of bank loans held by a fund. When a fund
is a purchaser of an Assignment, it typically succeeds to all the rights and
obligations under the loan agreement of the assigning lender and becomes a
lender under the loan agreement with the same rights and obligations as the
assigning lender. Because Assignments are arranged through private negotiations
between potential assignees and potential assignors, however, the rights and
obligations acquired by a fund as the purchaser of an Assignment may differ
from, and may be more limited than, those held by the assigning lender.
In certain cases, a fund may buy bank loans on a participation basis, if for
example, a fund did not want to become party to the bank agreement. With
respect to any given bank loan, the rights of a fund when it acquires a
Participation may be more limited than the rights of the original lenders or of
investors who acquire an Assignment. Participations typically will result in a
fund having a contractual relationship only with the lender and not with the
borrower. A fund will have the right to receive payments of principal, interest
and any fees to which it is entitled only from the lender selling the
Participation and only upon receipt by the lender of the payments from the
borrower. In connection with purchasing Participations, a fund generally will
have no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the bank loan, nor any rights of set-off against the
borrower, and a fund may not directly benefit from any collateral supporting
the bank loan in which it has purchased the Participation. As a result, a fund
will assume the credit risk of both the borrower and the lender that is selling
the Participation. In the event of the insolvency of the lender selling a
Participation, a fund may be treated as a general creditor of the lender and
may not benefit from any set-off between the lender and the borrower.
In the case of loan Participations where a bank or other lending institution
serves as financial intermediary between a fund and the borrower, if the
Participation does not shift to a fund the direct debtor-creditor relationship
with the borrower, SEC interpretations require a fund, in some circumstances,
to treat both the lending bank or other lending institution and the borrower as
issuers for purposes of a fund's investment policies. Treating a financial
intermediary as an issuer of indebtedness may restrict a fund's ability to
invest in indebtedness related to a single financial intermediary, or a group
of intermediaries engaged in the same industry, even if the underlying
borrowers represent many different companies and industries.
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A fund may pay a fee or forego a portion of interest payments to the lender
selling a Participation or Assignment under the terms of such Participation or
Assignment. In the case of loans administered by a bank or other financial
institution that acts as agent for all holders, if assets held by the agent for
the benefit of a purchaser are determined to be subject to the claims of the
agent's general creditors, the purchaser might incur certain costs and delays
in realizing payment on the loan or loan Participation and could suffer a loss
of principal or interest.
Participations and Assignments involve credit risk, interest rate risk, and
liquidity risk, as well as the potential liability associated with being a
lender. If a fund purchases a Participation, it may only be able to enforce its
rights through the participating lender, and may assume the credit risk of both
the lender and the borrower. Investments in loans through direct Assignment of
a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, a fund could benefit
from becoming part owner of any collateral, however, a fund would bear the
costs and liabilities associated with owning and disposing of the collateral.
A fund may have difficulty disposing of Assignments and Participations. Because
no liquid market for these obligations typically exists, a fund anticipates
that these obligations could be sold only to a limited number of institutional
investors. The lack of a liquid secondary market will have an adverse effect on
a fund's ability to dispose of particular Assignments or Participations when
necessary to meet a fund's liquidity needs or in response to a specific
economic event, such as a deterioration in the creditworthiness of the
borrower. The lack of a liquid secondary market for Assignments and
Participations may also make it more difficult for a fund to assign a value to
those securities for purposes of valuing a fund's portfolio and calculating its
net asset value.
BORROWING. Under the 1940 Act, a fund is required to maintain continuous asset
coverage of 300% with respect to permitted borrowings and to sell (within three
days) sufficient portfolio holdings to restore such coverage if it should
decline to less than 300% due to market fluctuations or otherwise, even if such
liquidation of a fund's holdings may be disadvantageous from an investment
standpoint.
BRADY BONDS. Brady Bonds are securities created through the exchange of
existing commercial bank loans to public and private entities in certain
emerging markets for new bonds in connection with debt restructurings under a
debt restructuring plan introduced by former US Secretary of the Treasury,
Nicholas F. Brady (Brady Plan). Brady Bonds may be collateralized or
uncollateralized and are issued in various currencies (but primarily the
dollar). Dollar-denominated, collateralized Brady Bonds, which may be
fixed-rate bonds or floating-rate bonds, are generally collateralized in full
as to principal by US Treasury zero coupon bonds having the same maturity as
the Brady Bonds. Interest payments on these Brady Bonds generally are
collateralized by cash or securities in an amount that, in the case of fixed
rate bonds, is equal to at least one year of rolling interest payments or, in
the case of floating rate bonds, initially is equal to at least one year's
rolling interest payments based on the applicable interest rate at that time
and is adjusted at regular intervals thereafter. Brady Bonds are often viewed
as having three or four valuation components: the collateralized repayment of
principal at final maturity; the collateralized interest payments; the
uncollateralized interest payments; and any uncollateralized repayment of
principal at maturity (these uncollateralized amounts constitute the residual
risk). In light of the residual risk of Brady Bonds and the history of defaults
of countries issuing Brady Bonds, with respect to commercial bank loans by
public and private entities, investments in Brady Bonds may be viewed as
speculative.
CASH MANAGEMENT VEHICLES. A fund may have cash balances that have not been
invested in portfolio securities (Uninvested Cash). Uninvested Cash may result
from a variety of sources, including dividends or interest received from
portfolio securities, unsettled securities transactions, reserves held for
investment strategy purposes, assets to cover a fund's open futures and other
derivatives positions, scheduled maturity of investments, liquidation of
investment securities to meet anticipated redemptions and dividend payments,
and new cash received from investors. Uninvested Cash may be invested directly
in money market instruments or other short-term debt obligations. A fund may
use Uninvested Cash to purchase shares of affiliated money market funds for
which the Advisor may act as investment advisor now or in the future. Such
affiliated money market funds will operate in accordance with Rule 2a-7 under
the 1940 Act and will seek to maintain a stable net asset value (NAV) or will
maintain a floating NAV. A fund indirectly bears its proportionate share of the
expenses of each affiliated money market fund in which it invests. The
affiliated money market funds in which a fund may invest are registered under
the 1940 Act or are excluded from the definition of "investment company" under
Section 3(c)(1) or 3(c)(7) of the 1940 Act. Investments in such affiliated
money market funds may exceed the limits of Section 12(d)(1)(A) of the 1940
Act.
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COMMERCIAL PAPER. A fund may invest in commercial paper issued by major
corporations under the Securities Act in reliance on the exemption from
registration afforded by Section 3(a)(3) thereof. Such commercial paper may be
issued only to finance current transactions and must mature in nine months or
less. Trading of such commercial paper is conducted primarily by institutional
investors through investment dealers, and individual investor participation in
the commercial paper market is very limited. A fund also may invest in
commercial paper issued in reliance on the so-called "private placement"
exemption from registration afforded by Section 4(2) of the 1933 Act (Section
4(2) paper). Section 4(2) paper is restricted as to disposition under the
federal securities laws, and generally is sold to institutional investors such
as a fund who agree that they are purchasing the paper for investment and not
with a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) paper normally is resold to other
institutional investors like a fund through or with the assistance of the
issuer or investment dealers who make a market in Section 4(2) paper, thus
providing liquidity.
COMMODITY POOL OPERATOR EXCLUSION. The Advisor currently intends to operate the
fund (unless otherwise noted) in compliance with the requirements of Rule 4.5
of the Commodity Futures Trading Commission (CFTC). As a result, a fund is not
deemed to be a "commodity pool" under the Commodity Exchange Act (CEA) and will
be limited in its ability to use futures and options on futures or commodities
or engage in swap transactions for other than bona fide hedging purposes.
Provided a fund operates within the limits of Rule 4.5 of the CFTC, a fund will
be excluded from registration with and regulation under the CEA and the Advisor
will not be deemed to be a "commodity pool operator" with respect to the
operations of a fund. If a fund were no longer able to claim the exclusion, the
fund and the Advisor would be subject to regulation under the CEA.
COMMODITY POOL OPERATOR REGULATION. Deutsche Enhanced Commodity Strategy Fund,
Deutsche Global Inflation Fund and Deutsche Gold & Precious Metals Fund are
unable to rely on the exclusion from CFTC Rule 4.5 and therefore will be
subjected to regulation under the CEA and CFTC rules as a commodity pool. The
Advisor is currently registered with the National Futures Association as a
"commodity pool operator" and a "commodity trading advisor" and the Advisor
will act as such with respect to the operation of a fund. As a result, the
Advisor and the fund are subject to dual regulation by the CFTC and the SEC.
The CFTC recently adopted regulations that seek to "harmonize" CFTC regulations
with overlapping SEC regulations. Pursuant to the CFTC harmonization
regulations, the Advisor and the fund may elect to meet the requirements of
certain CFTC regulations by complying with specific SEC rules and regulations
relating to disclosure and reporting requirements. The CFTC could deem the fund
or the Advisor in violation of an applicable CFTC regulation if the fund or the
Advisor failed to comply with a related SEC regulatory requirement under the
CFTC harmonization regulations. The fund and the Advisor will remain subject to
certain CFTC-mandated disclosure, reporting and recordkeeping regulations even
if they elect substitute compliance under the CFTC harmonization regulations.
Compliance with the CFTC regulations could increase the fund's expenses,
adversely affecting investment returns. Investors in a fund and their financial
advisers should consider whether a fund's status as a "commodity pool" impacts
their operations or status under the CEA in deciding whether to invest in a
fund.
COMMON STOCK. Common stock is issued by companies to raise cash for business
purposes and represents a proportionate interest in the issuing companies.
Therefore, a fund may participate in the success or failure of any company in
which it holds stock. The market values of common stock can fluctuate
significantly, reflecting the business performance of the issuing company,
investor perception and general economic or financial market movements. Despite
the risk of price volatility, however, common stocks have historically offered
a greater potential for long-term gain on investment, compared to other classes
of financial assets, such as bonds or cash equivalents, although there can be
no assurance that this will be true in the future.
CONVERTIBLE SECURITIES. A fund may invest in convertible securities; that is,
bonds, notes, debentures, preferred stocks and other securities that are
convertible (by the holder or by the issuer) into common stock. Investments in
convertible securities can provide an opportunity for capital appreciation
and/or income through interest and dividend payments by virtue of their
conversion or exchange features.
The convertible securities in which a fund may invest include fixed-income or
zero coupon debt securities, which may be converted or exchanged at a stated or
determinable exchange ratio into underlying shares of common stock. The
exchange ratio for any particular convertible security may be adjusted from
time to time due to stock splits, dividends, spin-offs, other corporate
distributions or scheduled changes in the exchange ratio. A convertible
security may be
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called for redemption or conversion by the issuer after a particular date and
under certain circumstances (including a specified price) established upon
issue. If a convertible security held by a fund is called for redemption or
conversion, a fund could be required to tender it for redemption, convert it
into the underlying common stock, or sell it to a third party, which may have
an adverse effect on a fund's ability to achieve its investment objectives.
Convertible securities and convertible preferred stocks, until converted, have
general characteristics similar to both debt and equity securities. Although to
a lesser extent than with debt securities generally, the market values of
convertible securities tend to decline as interest rates increase and,
conversely, tend to increase as interest rates decline. In addition, because of
the conversion or exchange feature, the market values of convertible securities
typically change as the market values of the underlying common stocks change,
and, therefore, also tend to follow movements in the general market for equity
securities. A unique feature of convertible securities is that, as the market
price of the underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the prices of the convertible
securities tend to rise as a reflection of the value of the underlying common
stock, although typically not as much as the underlying common stock. While no
securities investments are without risk, investments in convertible securities
generally entail less risk than investments in common stock of the same issuer.
As debt securities, convertible securities are investments that provide for a
stream of income (or in the case of zero coupon securities, accretion of
income) with generally higher yields than common stocks. Convertible securities
generally offer lower yields than non-convertible securities of similar quality
because of their conversion or exchange features.
Of course, like all debt securities, there can be no assurance of income or
principal payments because the issuers of the convertible securities may
default on their obligations.
Convertible securities are generally subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, because of the subordination feature, convertible bonds
and convertible preferred stock typically have lower ratings than similar
non-convertible securities. Convertible securities may be issued as fixed
income obligations that pay current income or as zero coupon notes and bonds,
including Liquid Yield Option Notes (LYONs).
CREDIT ENHANCEMENT. Mortgage-backed securities and asset-backed securities are
often backed by a pool of assets representing the obligations of a number of
different parties. To lessen the effect of failure by obligors on underlying
assets to make payments, such securities may contain elements of credit
enhancement. Such credit enhancement falls into two categories: (1) liquidity
protection and (2) protection against losses resulting from ultimate default by
an obligor on the underlying assets. Liquidity protection refers to the
provision of advances, generally by the entity administering the pool of
assets, to ensure that the pass-through of payments due on the underlying pool
occurs in a timely fashion. Protection against losses resulting from ultimate
default enhances the likelihood of ultimate payment of the obligations on at
least a portion of the assets in the pool. Such protection may be provided
through guarantees, insurance policies or letters of credit obtained by the
issuer or sponsor from third parties; through various means of structuring the
transaction; or through a combination of such approaches. A fund may pay any
additional fees for such credit enhancement, although the existence of credit
enhancement may increase the price of a security.
The ratings of mortgage-backed securities and asset-backed securities for which
third-party credit enhancement provides liquidity protection or protection
against losses from default are generally dependent upon the continued
creditworthiness of the provider of the credit enhancement. The ratings of such
securities could be subject to reduction in the event of deterioration in the
creditworthiness of the credit enhancement provider even in cases where the
delinquency and loss experience on the underlying pool of assets is better than
expected.
Examples of credit enhancement arising out of the structure of the transaction
include "senior-subordinated securities" (multiple class securities with one or
more classes subordinate to other classes as to the payment of principal
thereof and interest thereon, with the result that defaults on the underlying
assets are borne first by the holders of the subordinated class), creation of
"reserve funds" (where cash or investments, sometimes funded from a portion of
the payments on the underlying assets, are held in reserve against future
losses) and "over-collateralization" (where the scheduled
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payments on, or the principal amount of, the underlying assets exceed those
required to make payment of the securities and pay any servicing or other
fees). The degree of credit enhancement provided for each issue is generally
based on historical information with respect to the level of credit risk
associated with the underlying assets. Delinquency or loss in excess of that
which is anticipated could adversely affect the return on an investment in such
a security.
Certain of a fund's other investments may be credit-enhanced by a guaranty,
letter of credit, or insurance from a third party. Any bankruptcy,
receivership, default, or change in the credit quality of the third party
providing the credit enhancement may adversely affect the quality and
marketability of the underlying security and could cause losses to a fund and
affect a fund's share price.
CURRENCY STRATEGIES. In addition to a fund's main investment strategy, certain
funds seek to enhance returns by employing proprietary quantitative,
rules-based methodology currency strategies using derivatives (contracts whose
value are based on, for example, indices, currencies or securities), in
particular forward currency contracts. These currency strategies are long/short
rules-based strategies that offer a core approach to currency investing by
investing across a diversified pool of developed and emerging market
currencies. There are three strategies:
CARRY STRATEGY: Carry trades are widely known in currency markets. In a
carry trade low interest rate currencies are systematically sold and high
interest rate currencies are systematically bought. Such a strategy seeks
to exploit what academics call "forward-rate bias" or the "forward premium
puzzle," that is, circumstances where the forward rate is not an unbiased
estimate of the future spot. Positive returns may occur when an investor's
gain from interest rate differentials between the high yielding and low
yielding jurisdictions exceed any losses from currency rate movements
between the relevant currencies.
MOMENTUM STRATEGY: This strategy is based on the observation that many
exchange rates have followed multi-year trends. A strategy that follows a
multi-year trend may make positive returns over time. The segmentation of
currency market participants, with some acting quickly on news while
others respond more slowly is one reason why, in some circumstances,
trends may emerge and can be protracted.
VALUATION STRATEGY: This strategy is based on the observation that in the
long-term, currencies have tended to move toward their "fair value." The
goal of the valuation strategy is to seek a profit for the fund by
systematically buying "undervalued" currencies and selling "overvalued"
currencies in the medium-term. The success of the currency strategies
depends, in part, on the effectiveness and implementation of portfolio
management's proprietary models. If portfolio management's analysis proves
to be incorrect, losses to the fund may be significant and may
substantially exceed the intended level of market exposure for the
currency strategies. As part of the currency strategies, a fund will be
exposed to the risks of non-US currency markets. Foreign currency rates
may fluctuate significantly over short periods of time for a number of
reasons, including changes in interest rates and economic or political
developments in the US or abroad. As a result, the fund's exposure to
foreign currencies could cause lower returns or even losses to the fund.
Although portfolio management seeks to limit these risks through the
aggregation of various long and short positions, there can be no assurance
that it will be able to do so.
CUSTODIAL RECEIPTS. Custodial receipts are interests in separately traded
interest and principal component parts of US Government securities that are
issued by banks or brokerage firms and are created by depositing US Government
securities into a special account at a custodian bank. The custodian holds the
interest and principal payments for the benefit of the registered owners of the
certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Custodial receipts include Treasury Receipts (TRs), Treasury Investment Growth
Receipts (TIGRs), and Certificates of Accrual on Treasury Securities (CATS).
TIGRs and CATS are interests in private proprietary accounts while TRs and
STRIPS are interests in accounts sponsored by the US Treasury. Receipts are
sold as zero coupon securities (see Zero Coupon Securities). A fund may acquire
US Government securities and their unmatured interest coupons that have been
separated (stripped) by their holder, typically a custodian bank or investment
brokerage firm. Having separated the interest coupons from the underlying
principal of the US Government securities, the holder will resell the stripped
securities in custodial receipt programs with a number of different names,
including TIGRs and CATS. The stripped coupons are sold separately from the
underlying principal, which is usually sold at a deep discount because the
buyer receives only the right to receive a future fixed payment on the security
and does not receive any rights to periodic interest (cash) payments. The
underlying US Treasury bonds and notes
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themselves are generally held in book-entry form at a Federal Reserve Bank.
Counsel to the underwriters of these certificates or other evidences of
ownership of US Treasury securities have stated that, in their opinion,
purchasers of the stripped securities most likely will be deemed the beneficial
holders of the underlying US Government securities for federal tax and
securities purposes. In the case of CATS and TIGRs, the Internal Revenue
Service (IRS) has reached a similar conclusion for the purpose of applying the
tax diversification requirements applicable to regulated investment companies
such as a fund. CATS and TIGRs are not considered US Government securities by
the staff of the SEC. Further, the IRS conclusion noted above is contained only
in a general counsel memorandum, which is an internal document of no
precedential value or binding effect, and a private letter ruling, which also
may not be relied upon by a fund. A fund is not aware of any binding
legislative, judicial or administrative authority on this issue.
DEPOSITARY RECEIPTS. A fund may invest in sponsored or unsponsored American
Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), International Depositary Receipts (IDRs) and other
types of Depositary Receipts (which, together with ADRs, EDRs, GDRs and IDRs
are hereinafter referred to as Depositary Receipts). Depositary Receipts
provide indirect investment in securities of foreign issuers. Prices of
unsponsored Depositary Receipts may be more volatile than if they were
sponsored by the issuer of the underlying securities. Depositary Receipts may
not necessarily be denominated in the same currency as the underlying
securities into which they may be converted. In addition, the issuers of
unsponsored Depositary Receipts are not obligated to disclose material
information regarding the underlying securities or their issuer in the United
States and, therefore, there may not be a correlation between such information
and the market value of the Depositary Receipts. ADRs are Depositary Receipts
that are bought and sold in the United States and are typically issued by a US
bank or trust company which evidence ownership of underlying securities by a
foreign corporation. GDRs, IDRs and other types of Depositary Receipts are
typically issued by foreign banks or trust companies, although they may also be
issued by United States banks or trust companies, and evidence ownership of
underlying securities issued by either a foreign or a United States
corporation. Generally, Depositary Receipts in registered form are designed for
use in the United States securities markets and Depositary Receipts in bearer
form are designed for use in securities markets outside the United States.
Depositary Receipts, including those denominated in US dollars will be subject
to foreign currency exchange rate risk. However, by investing in US
dollar-denominated ADRs rather than directly in foreign issuers' stock, a fund
avoids currency risks during the settlement period. In general, there is a
large, liquid market in the United States for most ADRs. However, certain
Depositary Receipts may not be listed on an exchange and therefore may be
illiquid securities.
DERIVATIVES. A fund may use instruments referred to as derivatives
(derivatives). Derivatives are financial instruments the value of which is
derived from another security, a commodity (such as gold or oil), a currency or
an index (a measure of value or rates, such as the S&P 500 Index or the prime
lending rate). Derivatives often allow a fund to increase or decrease the level
of risk to which a fund is exposed more quickly and efficiently than direct
investments in the underlying asset or instruments.
A fund may, to the extent consistent with its investment objective and
policies, purchase and sell (write) exchange-listed and over-the-counter (OTC)
put and call options on securities, equity and fixed-income indices and other
instruments, purchase and sell futures contracts and options thereon, enter
into various transactions such as swaps, caps, floors, collars and contracts
for difference, and may enter into currency forward contracts, currency futures
contracts, currency swaps or options on currencies, or various other currency
transactions. In addition, a fund may invest in structured notes. The types of
derivatives identified above are not intended to be exhaustive and a fund may
use types of derivatives and/or employ derivatives strategies not otherwise
described in this Statement of Additional Information or a fund's prospectuses.
OTC derivatives are purchased from or sold to securities dealers, financial
institutions or other parties (Counterparties) pursuant to an agreement with
the Counterparty. As a result, a significant risk of OTC derivatives is
counterparty risk. The Advisor monitors the creditworthiness of OTC derivative
counterparties and periodically reports to the Board with respect to the
creditworthiness of OTC derivative counterparties.
A fund may use derivatives subject to certain limits imposed by a fund's
investment objective and policies (see Investment Restrictions) and the 1940
Act, or by the requirements for a fund to qualify as a regulated investment
company for tax purposes (see Taxes) (i) to seek to achieve returns, (ii) to
attempt to protect against possible changes in the market value of securities
held in or to be purchased for a fund's portfolio resulting from securities
markets or currency exchange
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rate fluctuations, (iii) to protect a fund's unrealized gains in the value of
its portfolio securities, (iv) to facilitate the sale of such securities for
investment purposes, (v) to manage the effective maturity or duration of a
fund's portfolio, (vi) to establish a position in the derivatives markets as a
substitute for purchasing or selling (including selling short) particular
securities, (vii) for funds that invest in foreign securities, to increase
exposure to a foreign currency or to shift exposure to foreign currency
fluctuations from one currency to another (not necessarily the US dollar), or
(viii) for any other purposes permitted by law.
A fund may decide not to employ any of the strategies described below, and no
assurance can be given that any strategy used will succeed. If the Advisor
incorrectly forecasts interest rates, market values or other economic factors
in using a derivatives strategy for a fund, a fund might have been in a better
position if it had not entered into the transaction at all. Also, suitable
derivatives may not be available in all circumstances. The use of these
strategies involves certain special risks, including a possible imperfect
correlation, or even no correlation, between price movements of derivatives and
price movements of related investments. While some strategies involving
derivatives can reduce risk of loss, they can also reduce the opportunity for
gain or even result in losses by offsetting favorable price movements in
related investments or otherwise, due to the possible inability of a fund to
purchase or sell a portfolio security at a time that otherwise would be
favorable or the possible need to sell a portfolio security at a
disadvantageous time because a fund is required to maintain asset coverage or
offsetting positions in connection with transactions in derivatives (refer to
Asset Segregation for more information relating to asset segregation and cover
requirements for derivatives instruments), and the possible inability of a fund
to close out or liquidate its derivatives positions.
General Characteristics of Options. A put option gives the purchaser of the
option, upon payment of a premium, the right to sell, and the writer the
obligation to buy, the underlying security, commodity, index, currency or other
instrument at the exercise price. For instance, a fund's purchase of a put
option on a security might be designed to protect its holdings in the
underlying instrument (or, in some cases, a similar instrument) against a
substantial decline in the market value by giving a fund the right to sell such
instrument at the option exercise price. A call option, upon payment of a
premium, gives the purchaser of the option the right to buy, and the seller the
obligation to sell, the underlying instrument at the exercise price. A fund's
purchase of a call option on a security, commodity, index, currency or other
instrument might be intended to protect a fund against an increase in the price
of the underlying instrument that it intends to purchase in the future by
fixing the price at which it may purchase such instrument. If a fund sells or
"writes" a call option, the premium that it receives may partially offset, to
the extent of the option premium, a decrease in the value of the underlying
securities or instruments in its portfolio or may increase a fund's income. The
sale of put options can also provide income and might be used to protect a fund
against an increase in the price of the underlying instrument or provide, in
the opinion of portfolio management, an acceptable entry point with regard to
the underlying instrument.
A fund may write call options only if they are "covered." A written call option
is covered if a fund owns the security or instrument underlying the call or has
an absolute right to acquire that security or instrument without additional
cash consideration (or if additional cash consideration is required, liquid
assets in the amount of a fund's obligation are segregated according to the
procedures and policies adopted by the Board). For a call option on an index,
the option is covered if a fund segregates liquid assets equal to the contract
value to the extent required by SEC guidelines. A call option is also covered
if a fund holds a call on the same security, index or instrument as the written
call option where the exercise price of the purchased call (long position) is:
(i) equal to or less than the exercise price of the call written; or (ii)
greater than the exercise price of the call written provided that liquid assets
equal to the difference between the exercise prices are segregated to the
extent required by SEC guidelines (see Asset Segregation). Exchange listed
options are issued and cleared by a regulated intermediary such as the Options
Clearing Corporation (OCC). The OCC ensures that the obligations of each option
it clears are fulfilled. The discussion below uses the OCC as an example, but
is also applicable to other financial intermediaries. OCC issued and exchange
listed options generally settle by physical delivery of the underlying security
or currency, or cash delivery for the net amount, if any, by which the option
is "in-the-money" (i.e., where the value of the underlying instrument exceeds,
in the case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.
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As noted above, OTC options are purchased from or sold to Counterparties
through direct bilateral agreement with the Counterparty. In contrast to
exchange listed options, which generally have standardized terms and
performance mechanics, all the terms of an OTC option, including such terms as
method of settlement, term, exercise price, premium, guarantees and security,
are set by negotiation of the parties. Unless the parties provide for it, there
is no central clearing or guaranty function in an OTC option. As a result, if
the Counterparty fails to make or take delivery of the security, currency or
other instrument underlying an OTC option it has entered into with a fund or
fails to make a cash settlement payment due in accordance with the terms of
that option, a fund will lose any premium it paid for the option as well as any
anticipated benefit of the transaction.
There are a number of risks associated with transactions in options. Options on
particular securities or instruments may be more volatile than a direct
investment in the underlying security or instrument. A decision as to whether,
when and how to use options involves the exercise of skill and judgment, and
even a well-conceived transaction may be unsuccessful to some degree because of
market behavior or unexpected events. Additionally, there are significant
differences between the securities and options markets that could result in an
imperfect correlation between these markets, causing a given options
transaction not to achieve its objective. Disruptions in the markets for the
securities underlying options purchased or sold by a fund could result in
losses on the options. If trading is interrupted in an underlying security, the
trading of options on that security is normally halted as well. As a result, a
fund as purchaser or writer of an option will be unable to close out its
positions until options trading resumes, and it may be faced with losses if
trading in the security reopens at a substantially different price. In
addition, the OCC or other options markets may impose exercise restrictions. If
a prohibition on exercise is imposed at a time when trading in the option has
also been halted, a fund as purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If a
prohibition on exercise remains in effect until an option owned by a fund has
expired, a fund could lose the entire value of its option.
During the option period, the covered call writer, in return for the premium on
the option, gives up the opportunity to profit from a price increase in the
underlying security or instrument above the sum of the option premium received
and the option's exercise price, but as long as its obligations as a writer
continue, retains the risk of loss, minus the option premium received, should
the price of the underlying security or instrument decline. In writing options,
a fund has no control over the time when it may be required to fulfill its
obligations as the writer of the option. Once a fund receives an exercise
notice for its option, it cannot effect a closing purchase transaction in order
to terminate its obligation under the option and must deliver the underlying
security at the exercise price. Thus, the use of covered call options may
require the fund to sell portfolio securities at inopportune times or for
prices other than current market values, will limit the amount of appreciation
the fund can realize above the exercise price of an option on a security, and
may cause the fund to hold a security that it might otherwise sell.
In writing put options, there is a risk that a fund may be required to buy the
underlying security or instrument at a disadvantageous price if the put option
is exercised against a fund. If a put or call option purchased by a fund is not
sold when it has remaining value, and if the market price of the underlying
security or instrument remains, in the case of a put, equal to or greater than
the exercise price, or in the case of a call, less than or equal to the
exercise price, a fund will lose the premium that it paid for the option. Also,
where a put or call option is purchased as a hedge against price movements in
the underlying security or instrument, the price of the put or call option may
move more or less than the price of the underlying security or instrument.
The value of options may be adversely affected if the market for such options
becomes less liquid or smaller. A fund's ability to close out its position as a
purchaser or seller of an OTC option or exchange listed put or call option is
dependent, in part, upon the liquidity of the option market. There can be no
assurance that a liquid market will exist when a fund seeks to close out an
option position either, in the case of a written call option, by buying the
option, or, in the case of a purchased put option, by selling the option. The
possible reasons for the absence of a liquid options market on an exchange
include, but are not limited to the following: (i) insufficient trading
interest in certain options; (ii) restrictions on transactions imposed by an
exchange; (iii) trading halts, suspensions or other restrictions imposed with
respect to particular classes or series of options or underlying securities,
including reaching daily price limits; (iv) interruption of the normal
operations of the OCC or an exchange; (v) inadequacy of the facilities the OCC
or an exchange to handle current trading volume; or (vi) a decision by one or
more exchanges to discontinue the trading of options (or a particular class or
series of options), in which event the relevant market for that option on that
exchange would cease to exist,
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although outstanding options on that exchange would generally continue to be
exercisable in accordance with their terms. A fund's ability to terminate OTC
options is more limited than with exchange-traded options and may involve the
risk that broker-dealers participating in such transactions will not fulfill
their obligations. If a fund were unable to close out a covered call option
that it had written on a security, it would not be able to sell the underlying
security unless the option expired without exercise.
Special risks are presented by internationally traded options. Because of the
differences in trading hours between the US and various foreign countries, and
because different holidays are observed in different countries, foreign options
markets may be open for trading during hours or on days when US markets are
closed. As a result, option premiums may not reflect the current prices of the
underlying interests in the US.
The hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities, significant price and rate
movements can take place in the underlying markets that cannot be reflected in
the options markets. Call options are marked-to-market daily and their value
will be affected by changes in the value of and dividend rates of the
underlying securities, an increase in interest rates, changes in the actual or
perceived volatility of the stock market and the underlying securities and the
remaining time to the options' expiration. Additionally, the exercise price of
an option may be adjusted downward before the option's expiration as a result
of the occurrence of certain corporate events affecting the underlying
security, such as extraordinary dividends, stock splits, merger or other
extraordinary distributions or events. A reduction in the exercise price of an
option would reduce a fund's capital appreciation potential on the underlying
security.
The number of call options a fund can write is limited by the number of shares
of underlying securities that the fund holds. Furthermore, a fund's options
transactions will be subject to limitations established by each of the
exchanges, boards of trade or other trading facilities on which such options
are traded. These limitations govern the maximum number of options in each
class that may be written or purchased by a single investor or group of
investors acting in concert, regardless of whether the options are written or
purchased on the same or different exchanges, boards of trade or other trading
facilities or are held or written in one or more accounts or through one or
more brokers. Thus, the number of options that a fund may write or purchase may
be affected by options written or purchased by other investment advisory
clients of the Advisor. An exchange, board of trade or other trading facility
may order the liquidation of positions found to be in excess of these limits,
and it may impose certain other sanctions.
General Characteristics of Futures Contracts and Options on Futures Contracts.
A futures contract is an agreement between two parties to buy or sell a
financial instrument or commodity for a set price on a future date. Futures are
generally bought and sold on the commodities exchanges where they are listed
with payment of initial and variation margin as described below. A futures
contract generally obligates the purchaser to take delivery from the seller of
the specific type of financial instrument or commodity underlying the contract
at a specific future time for a set price. The purchase of a futures contract
enables a fund, during the term of the contract, to lock in the price at which
it may purchase a security, currency or commodity and protect against a rise in
prices pending the purchase of portfolio securities. A futures contract
generally obligates the seller to deliver to the buyer the specific type of
financial instrument underlying the contract at a specific future time for a
set price. The sale of a futures contract enables a fund to lock in a price at
which it may sell a security, currency or commodity and protect against
declines in the value of portfolio securities. Options on futures contracts are
similar to options on securities except that an option on a futures contract
gives the purchaser the right in return for the premium paid to assume a
position in a futures contract and obligates the seller to deliver such
position.
Although most futures contracts call for actual delivery or acceptance of the
underlying financial instrument or commodity, the contracts are usually closed
out before the settlement date without making, or taking, actual delivery.
Futures contracts on financial indices, currency exchange instruments and
certain other instruments provide for the delivery of an amount of cash equal
to a specified dollar amount times the difference between the underlying
instruments value (i.e., the index) at the open or close of the last trading
day of the contract and futures contract price. A futures contract sale is
closed out by effecting a futures contract purchase for the same aggregate
amount of the specific type of underlying financial instrument and the same
delivery date. If the sale price exceeds the offsetting purchase price, the
seller would be paid the difference and would realize a gain. If the offsetting
purchase price exceeds the sale price, the seller would pay the difference and
would realize a loss. Similarly, a futures contract purchase is closed
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out by effecting a futures contract sale for the same aggregate amount of the
specific type of underlying financial instrument or commodity and the same
delivery date. If the offsetting sale price exceeds the purchase price, the
purchaser would realize a gain, whereas if the purchase price exceeds the
offsetting sale price, the purchaser would realize a loss. There can be no
assurance that a fund will be able to enter into a closing transaction.
When a purchase or sale of a futures contract is made, a fund is required to
deposit with the financial intermediary as security for its obligations under
the contract an "initial margin" consisting of cash, US Government Securities
or other liquid assets typically ranging from approximately less than 1% to 15%
of the contract amount. The initial margin is set by the exchange on which the
contract is traded and may, from time to time, be modified. In addition,
brokers may establish margin deposit requirements in excess of those required
by the exchange. The margin deposits made are marked to market daily and a fund
may be required to make subsequent deposits of cash, US Government securities
or other liquid assets, called "variation margin" or "maintenance margin,"
which reflects the price fluctuations of the futures contract. The purchase of
an option on a futures contract involves payment of a premium for the option
without any further obligation on the part of a fund. The sale of an option on
a futures contract involves receipt of a premium for the option and the
obligation to deliver (by physical or cash settlement) the underlying futures
contract. If a fund exercises an option on a futures contract it will be
obligated to post initial margin (and potential subsequent variation margin)
for the resulting futures position just as it would for any position.
There are several risks associated with futures contracts and options on
futures contracts. The prices of financial instruments or commodities subject
to futures contracts (and thereby the futures contract prices) may correlate
imperfectly with the behavior of the cash price of a fund's securities or other
assets (and the currencies in which they are denominated). Also, prices of
futures contracts may not move in tandem with the changes in prevailing
interest rates, market movements and/or currency exchange rates against which a
fund seeks a hedge. Additionally, there is no assurance that a liquid secondary
market will exist for futures contracts and related options in which a fund may
invest. In the event a liquid market does not exist, it may not be possible to
close out a futures position and, in the event of adverse price movements, a
fund would continue to be required to make daily payments of variation margin.
The absence of a liquid market in futures contracts might cause a fund to make
or take delivery of the instruments or commodities underlying futures contracts
at a time when it may be disadvantageous to do so. The inability to close out
positions and futures positions could also have an adverse impact on a fund's
ability to effectively hedge its positions.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the relatively low margin deposits required, and the
extremely high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in immediate
and substantial loss (as well as gain) to the investor. Thus, a purchase or
sale of a futures contract may result in losses in excess of the amount
invested in the contract.
Futures contracts and options thereon which are purchased or sold on non-US
commodities exchanges may have greater price volatility than their US
counterparts. Furthermore, non-US commodities exchanges may be less regulated
and under less governmental scrutiny than US exchanges. Brokerage commissions,
clearing costs and other transaction costs may be higher on non-US exchanges.
In the event of the bankruptcy of a broker through which a fund engages in
transactions in futures or options thereon, a fund could experience delays
and/or losses in liquidating open positions purchased or sold through the
broker and/or incur a loss on all or part of its margin deposits with the
broker.
Currency Transactions. A fund may engage in currency transactions for any
purpose consistent with its investment strategy, policies and restrictions,
including, without limitation, for hedging purposes or to seek to enhance
returns. Certain currency transactions may expose a fund to the effects of
leverage. Currency transactions include forward currency contracts, exchange
listed currency futures, exchange listed and OTC options on currencies, and
currency swaps. A forward currency contract involves a privately negotiated
obligation to purchase or sell (with delivery generally required) a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. Forward contracts are generally traded in an interbank market
directly between currency traders (usually large commercial banks) and their
customers. The parties to a forward contract may agree to offset or terminate
the contract before its maturity, or may hold the contract to
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maturity and complete the contemplated currency exchange. A currency swap is an
agreement to exchange cash flows based on the notional difference among two or
more currencies and operates similarly to an interest rate swap, which is
described below.
A fund may engage in currency derivative transactions to seek to enhance
returns by taking a net long or net short position in one or more currencies,
in which case the fund may have currency exposure that is different (in some
cases, significantly different) from the currency exposure of its other
portfolio investments or the currency exposure of its performance index. These
overweight or underweight currency positions may increase the fund's exposure
to the effects of leverage, which may cause the fund to be more volatile. A
fund may realize a loss on a currency derivative in an amount that exceeds the
capital invested in such derivative, regardless of whether the fund entered
into the transaction to enhance returns or for hedging purposes.
"Transaction hedging" is entering into a currency transaction with respect to
specific assets or liabilities of a fund, which will generally arise in
connection with the purchase or sale of its portfolio securities or the receipt
of income therefrom. Entering into a forward contract for the purchase or sale
of an amount of foreign currency involved in an underlying security transaction
may "lock in" the US dollar price of the security. Forward contracts may also
be used in anticipation of future purchases and sales of securities, even if
specific securities have not yet been selected. "Position hedging" is entering
into a currency transaction with respect to portfolio security positions
denominated or generally quoted in that currency. Position hedging may protect
against a decline in the value of existing investments denominated in the
foreign currency. While such a transaction would generally offset both positive
and negative currency fluctuations, such currency transactions would not offset
changes in security values caused by other factors.
A fund may also "cross-hedge" currencies by entering into transactions to
purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which a fund has or to which a fund expects to
have portfolio exposure. This type of investment technique will generally
reduce or eliminate exposure to the currency that is sold, and increase the
exposure to the currency that is purchased. As a result, a fund will assume the
risk of fluctuations in the value of the currency purchased at the same time
that it is protected against losses from a decline in the hedged currency.
To reduce the effect of currency fluctuations on the value of existing or
anticipated holdings of portfolio securities, a fund may also engage in "proxy
hedging." Proxy hedging is often used when the currency to which a fund is
exposed is difficult to hedge or to hedge against the dollar. Proxy hedging
entails entering into a commitment or option to sell a currency whose changes
in value are generally considered to be correlated to a currency or currencies
in which some or all of a fund's securities are or are expected to be
denominated. Proxy hedges may result in losses if the currency used to hedge
does not perform similarly to the currency in which the hedged securities are
denominated.
Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to a fund if the currency being hedged fluctuates in value to a degree
or in a direction that is not anticipated. Further, there is the risk that the
perceived correlation between various currencies may not be present or may not
be present during the particular time that a fund is engaging in proxy hedging.
Currency transactions are subject to additional special risks that may not
apply to other portfolio transactions. Because currency control is of great
importance to the issuing governments and influences economic planning and
policy, purchases and sales of currency and related instruments can be
negatively affected by government exchange controls, blockages, and
manipulations or exchange restrictions imposed by governments. These can result
in losses to a fund if it is unable to deliver or receive currency or funds in
settlement of obligations and could also cause hedges it has entered into to be
rendered useless, resulting in full currency exposure as well as incurring
transaction costs. Currency exchange rates, bid/ask spreads and liquidity may
fluctuate based on factors that may, or may not be, related to that country's
economy.
Swap Agreements and Options on Swap Agreements. A fund may engage in swap
transactions, including, but not limited to, swap agreements on interest rates,
currencies, indices, credit and event linked swaps, total return and other
swaps and related caps, floors and collars. In a standard swap transaction, two
parties agree to exchange the returns (or differentials in rates of return)
earned or realized on a predetermined financial instrument or instruments,
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which may be adjusted for an interest factor. The gross return to be exchanged
or "swapped" between the parties is generally calculated with respect to a
"notional amount" which is generally equal to the return on or increase in
value of a particular dollar amount invested at a particular interest rate in
such financial instrument or instruments.
"Interest rate swaps" involve the exchange by a fund with another party of
their respective commitments to pay or receive interest (e.g., an exchange of
floating rate payments for fixed rate payments with respect to a notional
amount of principal). A "currency swap" is an agreement to exchange cash flows
on a notional amount of two or more currencies based on the relative value
differential among them. An "index swap" is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference indices. The
purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling such cap to the extent that a specified
index exceeds a predetermined interest rate or amount. The purchase of a floor
entitles the purchaser to receive payments on a notional principal amount from
the party selling such floor to the extent that a specified index falls below a
predetermined interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a predetermined range of interest
rates or values.
A "credit default swap" is a contract between a buyer and a seller of
protection against a pre-defined credit event. The buyer of protection pays the
seller a fixed regular fee provided that no event of default on an underlying
reference obligation has occurred. If an event of default occurs, the seller
must pay the buyer the full notional value, or "par value," of the reference
obligation in exchange for the reference obligation. Credit default swaps are
used as a means of "buying" credit protection, i.e., attempting to mitigate the
risk of default or credit quality deterioration in some portion of a fund's
holdings, or "selling" credit protection, i.e., attempting to gain exposure to
an underlying issuer's credit quality characteristics without directly
investing in that issuer. When a fund is a seller of credit protection, it
effectively adds leverage to its portfolio because, in addition to its net
assets, a fund would be subject to investment exposure on the notional amount
of the swap. A fund will only sell credit protection with respect to securities
in which it would be authorized to invest directly.
If a fund is a buyer of a credit default swap and no event of default occurs, a
fund will lose its investment and recover nothing. However, if a fund is a
buyer and an event of default occurs, a fund will receive the full notional
value of the reference obligation that may have little or no value. As a
seller, a fund receives a fixed rate of income through the term of the contract
(typically between six months and three years), provided that there is no
default event. If an event of default occurs, the seller must pay the buyer the
full notional value of the reference obligation.
Credit default swaps involve greater risks than if a fund had invested in the
reference obligation directly. In addition to the risks applicable to
derivatives generally, credit default swaps involve special risks because they
are difficult to value, are highly susceptible to liquidity and credit risk,
and generally pay a return to the party that has paid the premium only in the
event of an actual default by the issuers of the underlying obligation (as
opposed to a credit downgrade or other indication of financial difficulty).
A fund may use credit default swaps to gain exposure to particular issuers or
particular markets through investments in portfolios of credit default swaps,
such as Dow Jones CDX.NA.HY certificates. By investing in certificates
representing interests in a basket of credit default swaps, a fund is taking
credit risk with respect to an entity or group of entities and providing credit
protection to the swap counterparties.
"Total return" swaps are contracts in which one party agrees to make periodic
payments to another party based on the change in market value of the assets
underlying the contract, which may include a specific security, basket of
securities or securities indices during the specified period, in return for
periodic payments based on a fixed or variable interest rate or the total
return of other underlying assets. Total return swap agreements may be used to
obtain exposure to a security or market without owning or taking physical
custody of such security or investing directly in such market. Total return
swaps may add leverage to a fund because, in addition to its net assets, a fund
would be subject to investment exposure on the notional amount of the swap.
Swaps typically involve a small investment of cash relative to the magnitude of
risks assumed. As a result, swaps can be highly volatile and may have a
considerable impact on a fund's performance. Depending on how they are used,
swaps may increase or decrease the overall volatility of a fund's investments
and its share price and yield. A fund will
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usually enter into swaps on a net basis, i.e., the two payment streams are
netted out in a cash settlement on the payment date or dates specified in the
instrument, with a fund receiving or paying, as the case may be, only the net
amount of the two payments.
A fund bears the risk of loss of the amount expected to be received under a
swap in the event of the default or bankruptcy of a Counterparty. In addition,
if the Counterparty's creditworthiness declines, the value of a swap may
decline, potentially resulting in losses for a fund. A fund may also suffer
losses if it is unable to terminate outstanding swaps (either by assignment or
other disposition) or reduce its exposure through offsetting transactions
(i.e., by entering into an offsetting swap with the same party or similarly
creditworthy party).
A fund may also enter into swap options. A swap option is a contract that gives
a counterparty the right (but not the obligation) in return for payment of a
premium, to enter into a new swap agreement or to shorten, extend, cancel or
otherwise modify an existing swap agreement, at some future time on specified
terms. Depending on the terms, a fund will generally incur greater risk when it
writes a swap option than when it purchases a swap option. When a fund
purchases a swap option, it risks losing the amount of the premium it has paid
should it decide to let the option expire.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act)
and related regulatory developments have imposed several new requirements on
swap market participants, including registration and new business conduct
requirements on dealers that enter into swaps or non-deliverable forward
currency contracts with certain clients and the imposition of central clearing
and a corresponding exchange-trading execution requirement for certain swap
contracts. Central clearing and a corresponding exchange-trading execution
requirement are currently only required for limited swap transactions,
including some interest rate swaps and credit default index swaps. Compliance
with the central clearing requirements under the Dodd-Frank Act is expected to
occur over time as regulators, such as the SEC and the CFTC, adopt new
regulations requiring central clearing of additional types of derivative
transactions. In a cleared transaction, a fund will enter into the transaction
with a counterparty, and performance of the transaction will be effected by a
central clearinghouse. A clearing arrangement reduces a fund's exposure to the
credit risk of the counterparty, but subjects the fund to the credit risk of
the clearinghouse and a member of the clearinghouse through which the fund
holds its cleared position. A fund will be required to post specific levels of
margin which may be greater than the margin a fund would have been required to
post in the OTC market. In addition, uncleared OTC swap transactions will be
subject to regulatory collateral requirements that could render entering into
swaps in the OTC market prohibitively expensive. These regulations (or choice
to no longer use a particular derivative instrument that triggers additional
regulations) could cause a fund to change the derivative investments that it
utilizes or to incur additional expenses.
Contracts for Difference. A contract for difference offers exposure to price
changes in an underlying security without ownership of such security, typically
by providing investors the ability to trade on margin. A fund may purchase
contracts for difference (CFD). A CFD is a privately negotiated contract
between two parties, buyer and seller, stipulating that the seller will pay to
or receive from the buyer the difference between the notional value of the
underlying instrument at the opening of the contract and that instrument's
notional value at the end of the contract. The underlying instrument may be a
single security, stock basket or index. A CFD can be set up to take either a
short or long position on the underlying instrument. The buyer and seller are
typically both required to post margin, which is adjusted daily. The buyer will
also pay to the seller a financing rate on the notional amount of the capital
employed by the seller less the margin deposit. A CFD is usually terminated at
the buyer's initiative. The seller of the CFD will simply match the exposure of
the underlying instrument in the open market and the parties will exchange
whatever payment is due.
As is the case with owning any financial instrument, there is the risk of loss
associated with buying a CFD. For example, if a fund buys a long CFD and the
underlying security is worth less at the end of the contract, the fund would be
required to make a payment to the seller and would suffer a loss. Also, there
may be liquidity risk if the underlying instrument is illiquid because the
liquidity of a CFD is based on the liquidity of the underlying instrument. A
further risk is that adverse movements in the underlying security will require
the buyer to post additional margin. CFDs also carry counterparty risk, i.e.,
the risk that the counterparty to the CFD transaction may be unable or
unwilling to make payments or to otherwise honor its financial obligations
under the terms of the contract. If the counterparty were to do so, the value
of the contract, and of a fund's shares, may be reduced. CFDs are regulated as
swaps by the CFTC.
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Structured Notes. Structured notes are derivative debt securities, the interest
rate or principal of which is determined by reference to changes in value of a
specific security or securities, reference rate, or index. Indexed securities,
similar to structured notes, are typically, but not always, debt securities
whose value at maturity or coupon rate is determined by reference to other
securities. The performance of a structured note or indexed security is based
upon the performance of the underlying instrument.
The terms of a structured note may provide that, in certain circumstances, no
principal is due on maturity and, therefore, may result in loss of investment.
Structured notes may be indexed positively or negatively to the performance of
the underlying instrument such that the appreciation or deprecation of the
underlying instrument will have a similar effect to the value of the structured
note at maturity at the time of any coupon payment. In addition, changes in the
interest rate and value of the principal at maturity may be fixed at a specific
multiple of the change in value of the underlying instrument, making the value
of the structured note more volatile than the underlying instrument. In
addition, structured notes may be less liquid and more difficult to price
accurately than less complex securities or traditional debt securities.
Participatory Notes or Participation Notes. Participatory notes or
participation notes are issued by banks or broker-dealers (often associated
with non-US-based brokerage firms) and are designed to replicate the
performance of certain securities or markets. Typically, purchasers of
participatory notes are entitled to a return measured by the change in value of
an identified underlying security or basket of securities. The price,
performance, and liquidity of the participatory note are all linked directly to
the underlying security. The holder of a participatory note may be entitled to
receive any dividends paid in connection with the underlying security, which
may increase the return of a participatory note, but typically does not receive
voting or other rights as it would if it directly owned the underlying
security. A fund's ability to redeem or exercise a participatory note generally
is dependent on the liquidity in the local trading market for the security
underlying the note. Participatory notes are commonly used when a direct
investment in the underlying security is restricted due to country-specific
regulations.
Participatory notes are a type of equity-linked derivative, which are generally
traded over-the-counter and, therefore, will be subject to the same risks as
other over-the-counter derivatives. The performance results of participatory
notes will not replicate exactly the performance of the securities or markets
that the notes seek to replicate due to transaction costs and other expenses.
Investments in participatory notes involve the same risks associated with a
direct investment in the shares of the companies the notes seek to replicate.
Participatory notes constitute general unsecured contractual obligations of the
banks or broker-dealers that issue them. Consequently, a purchaser of a
participatory note is relying on the creditworthiness of such banks or
broker-dealers and has no rights under the note against the issuer of the
security underlying the note. In addition, there is no guarantee that a liquid
market for a participatory note will exist or that the issuer of the note will
be willing to repurchase the note when a fund wishes to sell it. Because a
participatory note is an obligation of the issuer of the note, rather than a
direct investment in shares of the underlying security, a fund may suffer
losses potentially equal to the full value of the participatory note if the
issuer of the note fails to perform its obligations.
Commodity-Linked Derivatives. A fund may invest in instruments with principal
and/or coupon payments linked to the value of commodities, commodity futures
contracts, or the performance of commodity indices such as "commodity-linked"
or "index-linked" notes. These instruments are sometimes referred to as
"structured notes" because the terms of the instrument may be structured by the
issuer of the note and the purchaser of the note, such as a fund.
The values of commodity-linked notes will rise and fall in response to changes
in the underlying commodity or related index or investment. These notes expose
a fund economically to movements in commodity prices, but a particular note has
many features of a debt obligation. These notes also are subject to credit and
interest rate risks that in general affect the value of debt securities.
Therefore, at the maturity of the note, a fund may receive more or less
principal than it originally invested. A fund might receive interest payments
on the note that are more or less than the stated coupon interest rate
payments.
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Commodity-linked notes may involve leverage, meaning that the value of the
instrument will be calculated as a multiple of the upward or downward price
movement of the underlying commodity future or index. The prices of
commodity-linked instruments may move in different directions than investments
in traditional equity and debt securities in periods of rising inflation. Of
course, there can be no guarantee that a fund's commodity-linked investments
would not be correlated with traditional financial assets under any particular
market conditions.
Commodity-linked notes may be wholly principal protected, partially principal
protected or offer no principal protection. With a wholly principal protected
instrument, a fund will receive at maturity the greater of the par value of the
note or the increase in value of the underlying index. Partially protected
instruments may suffer some loss of principal up to a specified limit if the
underlying index declines in value during the term of the instrument. For
instruments without principal protection, there is a risk that the instrument
could lose all of its value if the index declines sufficiently. The Advisor's
decision on whether and to what extent to use principal protection depends in
part on the cost of the protection. In addition, the ability of a fund to take
advantage of any protection feature depends on the creditworthiness of the
issuer of the instrument.
Commodity-linked notes are generally hybrid instruments which are excluded from
regulation under the CEA and the rules thereunder. Additionally, from time to
time a fund may invest in other hybrid instruments that do not qualify for
exemption from regulation under the CEA.
In order to qualify for the special tax treatment accorded regulated investment
companies and their shareholders, a fund must, among other things, derive at
least 90% of its income from certain specified sources (qualifying income).
Income from certain commodity-linked derivatives does not constitute qualifying
income to a fund. The tax treatment of commodity-linked notes and certain other
derivative instruments in which a fund might invest is not certain, in
particular with respect to whether income and gains from such instruments
constitutes qualifying income. If the fund treats income from a particular
instrument as qualifying income and the income is later determined not to
constitute qualifying income, and, together with any other nonqualifying
income, causes the fund's nonqualifying income to exceed 10% of its gross
income in any taxable year, a fund will fail to qualify as a regulated
investment company unless it is eligible to and does pay a tax at the fund
level. Certain funds (including Deutsche Enhanced Commodity Strategy Fund,
Deutsche Gold & Precious Metals Fund, and Deutsche Global Inflation Fund) have
obtained private letter rulings from the IRS confirming that the income and
gain earned through a wholly-owned Subsidiary that invests in certain types of
commodity-linked derivatives constitute qualifying income under the Code. See
"TAXES" in APPENDIX II-H of this SAI.
Combined Transactions. A fund may enter into multiple transactions, including
multiple options transactions, multiple futures transactions, multiple currency
transactions (including forward currency contracts) and multiple interest rate
transactions and any combination of futures, options, currency and interest
rate transactions (component transactions), instead of a single derivative, as
part of a single or combined strategy when, in the opinion of the Advisor, it
is in the best interests of a fund to do so. A combined transaction will
usually contain elements of risk that are present in each of its component
transactions. Although combined transactions are normally entered into based on
the Advisor's judgment that the combined strategies will reduce risk or
otherwise more effectively achieve the desired portfolio management goal, it is
possible that the combination will instead increase such risks or hinder
achievement of the portfolio management objective.
DIRECT DEBT INSTRUMENTS. Direct debt instruments are interests in amounts owed
by a corporate, governmental or other borrower to lenders (direct loans), to
suppliers of goods or services (trade claims or other receivables) or to other
parties. When a fund participates in a direct loan it will be lending money
directly to an issuer. Direct loans generally do not have an underwriter or
agent bank, but instead, are negotiated between a company's management team and
a lender or group of lenders. Direct loans typically offer better security and
structural terms than other types of high yield securities. Direct debt
obligations are often the most senior obligations in an issuer's capital
structure or are well-collateralized so that overall risk is lessened. Trade
claims are unsecured rights of payment arising from obligations other than
borrowed funds. Trade claims include vendor claims and other receivables that
are adequately documented and available for purchase from high-yield
broker-dealers. Trade claims typically sell at a discount. In addition to the
risks otherwise associated with low-quality obligations, trade claims have
other risks, including the possibility that the amount of the claim may be
disputed by the obligor. Trade claims normally are be considered illiquid and
II-107
pricing can be volatile. Direct debt instruments involve a risk of loss in case
of default or insolvency of the borrower. A fund will rely primarily upon the
creditworthiness of the borrower and/or the collateral for payment of interest
and repayment of principal. The value of a fund's investments may be adversely
affected if scheduled interest or principal payments are not made. Because most
direct loans will be secured, there will be a smaller risk of loss with direct
loans than with an investment in unsecured high yield bonds or trade claims.
Investment in the indebtedness of borrowers whose creditworthiness is poor
involves substantially greater risks and may be highly speculative. Borrowers
that are in bankruptcy or restructuring may never pay off their indebtedness or
may pay only a small fraction of the amount owed. Investments in direct debt
instruments also involve interest rate risk and liquidity risk. However,
interest rate risk is lessened by the generally short-term nature of direct
debt instruments and their interest rate structure, which typically floats. To
the extent the direct debt instruments in which a fund invests are considered
illiquid, the lack of a liquid secondary market (1) will have an adverse impact
on the value of such instruments, (2) will have an adverse impact on a fund's
ability to dispose of them when necessary to meet a fund's liquidity needs or
in response to a specific economic event, such as a decline in creditworthiness
of the issuer, and (3) may make it more difficult for a fund to assign a value
to these instruments for purposes of valuing a fund's portfolio and calculating
its net asset value. In order to lessen liquidity risk, a fund anticipates
investing primarily in direct debt instruments that are quoted and traded in
the high yield market. Trade claims may also present a tax risk to a fund.
DOLLAR ROLL TRANSACTIONS. Dollar roll transactions consist of the sale by a
fund to a bank or broker-dealer (counterparty) of mortgage-backed securities
together with a commitment to purchase from the counterparty similar, but not
identical, securities at a future date, at the same price. The counterparty
receives all principal and interest payments, including prepayments, made on
the security while it is the holder. A fund receives a fee from the
counterparty as consideration for entering into the commitment to purchase.
Dollar rolls may be renewed over a period of several months with a different
purchase and repurchase price fixed and a cash settlement made at each renewal
without physical delivery of securities. Moreover, the transaction may be
preceded by a firm commitment agreement pursuant to which a fund agrees to buy
a security on a future date.
A dollar roll involves costs to a fund. For example, while a fund receives a
fee as consideration for agreeing to repurchase the security, a fund forgoes
the right to receive all principal and interest payments while the counterparty
holds the security. These payments to the counterparty may exceed the fee
received by a fund, in which case the use of this technique will result in a
lower return than would have been realized without the use of dollar rolls.
Further, although a fund can estimate the amount of expected principal
prepayment over the term of the dollar roll, a variation in the actual amount
of prepayment could increase or decrease the cost of the dollar roll. A
"covered roll" is a specific type of dollar roll for which there is an
offsetting cash position or a cash equivalent security position which matures
on or before the forward settlement date of the dollar roll transaction. A fund
may enter into both covered and uncovered rolls.
The entry into dollar rolls involves potential risks of loss that are different
from those related to the securities underlying the transactions. A fund will
be exposed to counterparty risk. For example, if the counterparty becomes
insolvent, a fund's right to purchase from the counterparty might be
restricted. Additionally, the value of such securities may change adversely
before a fund is able to purchase them. Similarly, a fund may be required to
purchase securities in connection with a dollar roll at a higher price than may
otherwise be available on the open market. Since, as noted above, the
counterparty is required to deliver a similar, but not identical security to a
fund, the security that a fund is required to buy under the dollar roll may be
worth less than the identical security. Finally, there can be no assurance that
a fund's use of the cash that it receives from a dollar roll will provide a
return that exceeds transaction costs associated with the dollar roll.
ENERGY INFRASTRUCTURE COMPANIES. These are companies that own and operate
assets that are used in the energy infrastructure sector, including assets used
in exploring, developing, producing, generating, transporting (including
marine), transmitting, terminal operation, storing, gathering, processing,
refining, distributing, mining or marketing of natural gas, natural gas
liquids, crude oil, refined petroleum products (including biodiesel and
ethanol), coal or electricity, or that provide energy infrastructure related
services. Energy infrastructure companies operate, among other things, assets
used in exploring, developing, producing, generating, transporting,
transmitting, storing, gathering, processing, refining, distributing, mining,
marketing or generation of natural gas, natural gas liquids, crude oil, refined
petroleum products (including biodiesel and ethanol), coal or electricity.
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EURODOLLAR OBLIGATIONS. Eurodollar bank obligations are US dollar-denominated
certificates of deposit and time deposits issued outside the US capital markets
by foreign branches of US banks and US branches of foreign banks. Eurodollar
obligations are subject to the same risks that pertain to domestic issues,
notably credit risk, market risk and liquidity risk. Additionally, Eurodollar
obligations are subject to certain sovereign risks. One such risk is the
possibility that a sovereign country might prevent capital, in the form of
dollars, from flowing across its borders. Other risks include: adverse
political and economic developments; the extent and quality of government
regulation of financial markets and institutions; the imposition of foreign
withholding taxes, and the expropriation or nationalization of foreign issues.
FIXED INCOME SECURITIES. Fixed income securities, including corporate debt
obligations, generally expose a fund to the following types of risk: (1)
interest rate risk (the potential for fluctuations in bond prices due to
changing interest rates); (2) income risk (the potential for a decline in a
fund's income due to falling market interest rates); (3) credit risk (the
possibility that a bond issuer will fail to make timely payments of either
interest or principal to a fund); (4) prepayment risk or call risk (the
likelihood that, during periods of falling interest rates, securities with high
stated interest rates will be prepaid, or "called" prior to maturity, requiring
a fund to invest the proceeds at generally lower interest rates); and (5)
extension risk (the likelihood that as interest rates increase, slower than
expected principal payments may extend the average life of fixed income
securities, which will have the effect of locking in a below-market interest
rate, increasing the security's duration and reducing the value of the
security).
In periods of declining interest rates, the yield (income from a fixed income
security held by a fund over a stated period of time) of a fixed income
security may tend to be higher than prevailing market rates, and in periods of
rising interest rates, the yield of a fixed income security may tend to be
lower than prevailing market rates. In addition, when interest rates are
falling, the inflow of net new money to a fund will likely be invested in
portfolio instruments producing lower yields than the balance of a fund's
portfolio, thereby reducing the yield of a fund. In periods of rising interest
rates, the opposite can be true. The net asset value of a fund can generally be
expected to change as general levels of interest rates fluctuate. The value of
fixed income securities in a fund's portfolio generally varies inversely with
changes in interest rates. Prices of fixed income securities with longer
effective maturities are more sensitive to interest rate changes than those
with shorter effective maturities.
Corporate debt obligations generally offer less current yield than securities
of lower quality, but lower-quality securities generally have less liquidity,
greater credit and market risk, and as a result, more price volatility.
FOREIGN CURRENCIES. Because investments in foreign securities usually will
involve currencies of foreign countries, and because a fund may hold foreign
currencies and forward contracts, futures contracts and options on foreign
currencies and foreign currency futures contracts, the value of the assets of a
fund as measured in US dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control regulations,
and a fund may incur costs and experience conversion difficulties and
uncertainties in connection with conversions between various currencies.
Fluctuations in exchange rates may also affect the earning power and asset
value of the foreign entity issuing the security.
The strength or weakness of the US dollar against these currencies is
responsible for part of a fund's investment performance. If the dollar falls in
value relative to the Japanese yen, for example, the dollar value of a Japanese
stock held in the portfolio will rise even though the price of the stock
remains unchanged. Conversely, if the dollar rises in value relative to the
yen, the dollar value of the Japanese stock will fall. Many foreign currencies
have experienced significant devaluation relative to the dollar.
Although a fund values its assets daily in terms of US dollars, it may not
convert its holdings of foreign currencies into US dollars on a daily basis.
Investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they realize a profit
based on the difference (the spread) between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
foreign currency to a fund at one rate, while offering a lesser rate of
exchange should a fund desire to resell that currency to the dealer. A fund
will conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through entering into options or forward or futures contracts to
purchase or sell foreign currencies.
II-109
FOREIGN INVESTMENT. Foreign securities are normally denominated and traded in
foreign currencies. As a result, the value of a fund's foreign investments and
the value of its shares may be affected favorably or unfavorably by changes in
currency exchange rates relative to the US dollar. There may be less
information publicly available about a foreign issuer than about a US issuer,
and foreign issuers may not be subject to accounting, auditing and financial
reporting standards and practices comparable to those in the US. The securities
of some foreign issuers are less liquid and at times more volatile than
securities of comparable US issuers. Foreign brokerage commissions and other
fees are also generally higher than in the US. Foreign settlement procedures
and trade regulations may involve certain risks (such as delay in payment or
delivery of securities or in the recovery of a fund's assets held abroad) and
expenses not present in the settlement of investments in US markets. Payment
for securities without delivery may be required in certain foreign markets.
In addition, foreign securities may be subject to the risk of nationalization
or expropriation of assets, imposition of currency exchange controls or
restrictions on the repatriation of foreign currency, confiscatory taxation,
political or financial instability and diplomatic developments which could
affect the value of a fund's investments in certain foreign countries.
Governments of many countries have exercised and continue to exercise
substantial influence over many aspects of the private sector through the
ownership or control of many companies, including some of the largest in these
countries. As a result, government actions in the future could have a
significant effect on economic conditions which may adversely affect prices of
certain portfolio securities. There is also generally less government
supervision and regulation of stock exchanges, brokers, and listed companies
than in the US. Dividends or interest on, or proceeds from the sale of, foreign
securities may be subject to foreign withholding taxes, and special US tax
considerations may apply (see Taxes). Moreover, foreign economies may differ
favorably or unfavorably from the US economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position.
European financial markets have recently experienced volatility and have been
adversely affected by concerns about economic downturns, credit rating
downgrades, rising government debt level and possible default on or
restructuring of government debt in several European countries. Most countries
in Western Europe are members of the European Union (EU), which faces major
issues involving its membership, structure, procedures and policies. European
countries that are members of the Economic and Monetary Union of the European
Union ((EMU), comprised of the EU members that have adopted the Euro currency)
are subject to restrictions on inflation rates, interest rates, deficits, and
debt levels, as well as fiscal and monetary controls. European countries are
significantly affected by fiscal and monetary controls implemented by the EMU,
and it is possible that the timing and substance of these controls may not
address the needs of all EMU member countries. In addition, the fiscal policies
of a single member state can impact and pose economic risks to the EU as a
whole. Investing in Euro-denominated securities also risks exposure to a
currency that may not fully reflect the strengths and weaknesses of the
disparate economies that comprise Europe. There is continued concern over
member state-level support for the Euro, which could lead to certain countries
leaving the EMU, the implementation of currency controls, or potentially the
dissolution of the Euro. The dissolution of the Euro would have significant
negative effects on European financial markets.
Additionally, the manner in which the EU responded to the global recession and
sovereign debt issues raised questions about its ability to react quickly to
rising borrowing costs and a potential default by Greece and other countries on
their sovereign debt and also revealed a lack of cohesion in dealing with the
fiscal problems of member states. Many European countries continue to suffer
from high unemployment rates. Since 2010, several countries, including Greece,
Italy, Spain, Ireland and Portugal, agreed to at least one series of multi-year
bailout loans from the European Central Bank, International Monetary Fund, and
other institutions. To address budget deficits and public debt concerns, a
number of European countries have imposed strict austerity measures and
comprehensive financial and labor market reforms. In addition, social unrest,
including protests against the austerity measures and domestic terrorism, could
decrease tourism, lower consumer confidence, and otherwise impede financial
recovery in Europe.
Legal remedies available to investors in certain foreign countries may be more
limited than those available with respect to investments in the US or in other
foreign countries. The laws of some foreign countries may limit a fund's
ability to invest in securities of certain issuers organized under the laws of
those foreign countries.
II-110
Many foreign countries are heavily dependent upon exports, particularly to
developed countries, and, accordingly, have been and may continue to be
adversely affected by trade barriers, managed adjustments in relative currency
values, and other protectionist measures imposed or negotiated by the US and
other countries with which they trade. These economies also have been and may
continue to be negatively impacted by economic conditions in the US and other
trading partners, which can lower the demand for goods produced in those
countries.
In addition, as a result of political and military actions undertaken by
Russia, the US and the EU have instituted sanctions against certain Russian
officials and companies. These sanctions and any additional sanctions or other
intergovernmental actions that may be undertaken against Russia in the future
may result in the devaluation of Russian currency, a downgrade in the country's
credit rating, and a decline in the value and liquidity of Russian securities.
Such actions could result in a freeze of Russian securities, impairing the
ability of a fund to buy, sell, receive, or deliver those securities.
Retaliatory action by the Russian government could involve the seizure of US
and/or European residents' assets, and any such actions are likely to impair
the value and liquidity of such assets. Any or all of these potential results
could have an adverse/recessionary effect on Russia's economy. All of these
factors could have a negative effect on the performance of funds that have
significant exposure to Russia.
The risks described above, including the risks of nationalization or
expropriation of assets, typically are increased in connection with investments
in "emerging markets." For example, political and economic structures in these
countries may be in their infancy and developing rapidly, and such countries
may lack the social, political and economic stability characteristic of more
developed countries (including amplified risk of war and terrorism). Certain of
these countries have in the past failed to recognize private property rights
and have at times nationalized and expropriated the assets of private
companies. Investments in emerging markets may be considered speculative.
The currencies of certain emerging market countries have experienced
devaluations relative to the US dollar, and future devaluations may adversely
affect the value of assets denominated in such currencies. In addition,
currency hedging techniques may be unavailable in certain emerging market
countries. Many emerging market countries have experienced substantial, and in
some periods extremely high, rates of inflation or deflation for many years,
and future inflation may adversely affect the economies and securities markets
of such countries.
In addition, unanticipated political or social developments may affect the
value of investments in emerging markets and the availability of additional
investments in these markets. Any change in the leadership or politics of
emerging market countries, or the countries that exercise a significant
influence over those countries, may halt the expansion of or reverse the
liberalization of foreign investment policies now occurring and adversely
affect existing investment opportunities. The small size, limited trading
volume and relative inexperience of the securities markets in these countries
may make investments in securities traded in emerging markets illiquid and more
volatile than investments in securities traded in more developed countries. For
example, limited market size may cause prices to be unduly influenced by
traders who control large positions. In addition, a fund may be required to
establish special custodial or other arrangements before making investments in
securities traded in emerging markets. There may be little financial or
accounting information available with respect to issuers of emerging market
securities, and it may be difficult as a result to assess the value of
prospects of an investment in such securities.
The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for a fund's securities in such markets may
not be readily available. A fund may suspend redemption of its shares for any
period during which an emergency exists.
Frontier market countries generally have smaller economies and less developed
capital markets than traditional emerging or developing markets, and, as a
result, the risks of investing in emerging or developing market countries are
magnified in frontier market countries. The economies of frontier market
countries are less correlated to global economic cycles than those of their
more developed counterparts and their markets have low trading volumes and the
potential for extreme price volatility and illiquidity. This volatility may be
further heightened by the actions of a few major investors. For example, a
substantial increase or decrease in cash flows of mutual funds investing in
these markets could significantly affect local stock prices and, therefore, the
price of fund shares. These factors make investing in frontier market countries
significantly riskier than in other countries and any one of them could cause
the price of a fund's shares to decline.
II-111
Governments of many frontier market countries in which a fund may invest may
exercise substantial influence over many aspects of the private sector. In some
cases, the governments of such frontier market countries may own or control
certain companies. Accordingly, government actions could have a significant
effect on economic conditions in a frontier market country and on market
conditions, prices and yields of securities in a fund's portfolio. Moreover,
the economies of frontier market countries may be heavily dependent upon
international trade and, accordingly, have been and may continue to be,
adversely affected by trade barriers, exchange controls, managed adjustments in
relative currency values and other protectionist measures imposed or negotiated
by the countries with which they trade. These economies also have been and may
continue to be adversely affected by economic conditions in the countries with
which they trade.
Investment in equity securities of issuers operating in certain frontier market
countries may be restricted or controlled to varying degrees. These
restrictions or controls may at times limit or preclude foreign investment in
equity securities of issuers operating in certain frontier market countries and
increase the costs and expenses of a fund. Certain frontier market countries
require governmental approval prior to investments by foreign persons, limit
the amount of investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of securities of an
issuer that may have less advantageous rights than the classes available for
purchase by domiciliaries of the countries and/or impose additional taxes on
foreign investors. Certain frontier market countries may also restrict
investment opportunities in issuers in industries deemed important to national
interests.
Frontier market countries may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors, such as a fund. In addition, if deterioration
occurs in a frontier market country's balance of payments, the country could
impose temporary restrictions on foreign capital remittances. A fund could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the
application to a fund of any restrictions on investments. Investing in local
markets in frontier market countries may require a fund to adopt special
procedures, seek local government approvals or take other actions, each of
which may involve additional costs to a fund.
There may be no centralized securities exchange on which securities are traded
in frontier market countries. Also, securities laws in many frontier market
countries are relatively new and unsettled. Therefore, laws regarding foreign
investment in frontier market securities, securities regulation, title to
securities, and shareholder rights may change quickly and unpredictably.
The frontier market countries in which a fund invests may become subject to
sanctions or embargoes imposed by the US government and the United Nations. The
value of the securities issued by companies that operate in, or have dealings
with these countries may be negatively impacted by any such sanction or embargo
and may reduce a fund's returns.
Banks in frontier market countries used to hold a fund's securities and other
assets in that country may lack the same operating experience as banks in
developed markets. In addition, in certain countries there may be legal
restrictions or limitations on the ability of a fund to recover assets held by
a foreign bank in the event of the bankruptcy of the bank. Settlement systems
in frontier markets may be less well organized than in the developed markets.
As a result, there is greater risk than in developed countries that settlements
will take longer and that cash or securities of a fund may be in jeopardy
because of failures of or defects in the settlement systems.
Certain of the foregoing risks may also apply to some extent to securities of
US issuers that are denominated in foreign currencies or that are traded in
foreign markets, or securities of US issuers having significant foreign
operations.
Supranational Entities. Supranational entities are international organizations
designated or supported by governmental entities to promote economic
reconstruction or development and international banking institutions and
related government agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), The Asian Development Bank and
the InterAmerican Development Bank. Obligations of supranational entities are
backed by the guarantee of one or more foreign governmental parties which
sponsor the entity.
II-112
FUNDING AGREEMENTS. Funding agreements are contracts issued by insurance
companies that provide investors the right to receive a variable rate of
interest and the full return of principal at maturity. Funding agreements also
include a put option that allows a fund to terminate the agreement at a
specified time prior to maturity. Funding agreements generally offer a higher
yield than other variable securities with similar credit ratings. The primary
risk of a funding agreement is the credit quality of the insurance company that
issues it.
GOLD OR PRECIOUS METALS. Gold and other precious metals held by or on behalf of
a fund may be held on either an allocated or an unallocated basis inside or
outside the US. Placing gold or precious metals in an allocated custody account
gives a fund a direct interest in specified gold bars or precious metals,
whereas an unallocated deposit does not and instead gives a fund a right only
to compel the counterparty to deliver a specific amount of gold or precious
metals, as applicable. Consequently, a fund could experience a loss if the
counterparty to an unallocated depository arrangement becomes bankrupt or fails
to deliver the gold or precious metals as requested. An allocated gold or
precious metals custody account also involves the risk that the gold or
precious metals will be stolen or damaged while in transit. Both allocated and
unallocated arrangements require a fund as seller to deliver, either by book
entry or physically, the gold or precious metals sold in advance of the receipt
of payment. These custody risks would apply to a wholly-owned subsidiary of a
fund to the extent the subsidiary holds gold or precious metals.
In addition, in order to qualify for the special tax treatment accorded
regulated investment companies and their shareholders, a fund must, among other
things, derive at least 90% of its income from certain specified sources
(qualifying income). Capital gains from the sale of gold or other precious
metals will not constitute qualifying income. As a result, a fund may not be
able to sell or otherwise dispose of all or a portion of its gold or precious
metal holdings without realizing significant adverse tax consequences,
including paying a tax at the fund level, or the failure to qualify as a
regulated investment company under Subchapter M of the Code. Rather than incur
those tax consequences, a fund may choose to hold some amount of gold or
precious metal that it would otherwise sell.
GREENFIELD PROJECTS. Greenfield projects are energy-related projects built by
private joint ventures formed by energy companies. Greenfield projects may
include the creation of a new pipeline, processing plant or storage facility or
other energy infrastructure asset that is integrated with the company's
existing assets. A fund may invest in the equity of greenfield projects and
also may invest in the secured debt of greenfield projects. However, an
investment also may be structured as pay-in-kind securities with minimal or no
cash interest or dividends until construction is completed, at which time
interest payments or dividends would be paid in cash. This leverages the
organizational and operating expertise of large, publicly traded companies and
provides a fund with the opportunity to earn higher returns. Greenfield
projects involve less investment risk than typical private equity financing
arrangements. The primary risk involved with greenfield projects is execution
risk or construction risk. Changing project requirements, elevated costs for
labor and materials, and unexpected construction hurdles all can increase
construction costs. Financing risk exists should changes in construction costs
or financial markets occur. Regulatory risk exists should changes in regulation
occur during construction or the necessary permits are not secured prior to
beginning construction.
HIGH YIELD FIXED INCOME SECURITIES - JUNK BONDS. A fund may purchase debt
securities which are rated below investment-grade (junk bonds), that is, rated
Ba and below by Moody's or BB and below by S&P and unrated securities judged to
be of equivalent quality as determined by the Advisor. These securities usually
entail greater risk (including the possibility of default or bankruptcy of the
issuers of such securities), generally involve greater volatility of price and
risk to principal and income, and may be less liquid, than securities in the
higher rating categories. The lower the ratings of such debt securities, the
more their risks render them like equity securities. Securities rated D may be
in default with respect to payment of principal or interest. Investments in
high yield securities are described as "speculative" by ratings agencies.
Securities ranked in the lowest investment grade category may also be
considered speculative by certain ratings agencies. See "Ratings of
Investments" in this SAI for a more complete description of the ratings
assigned by ratings organizations and their respective characteristics.
Issuers of such high yielding securities often are highly leveraged and may not
have available to them more traditional methods of financing. Therefore, the
risk associated with acquiring the securities of such issuers generally is
greater than is the case with higher rated securities. For example, during an
economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of high yield securities may experience financial stress.
During such periods, such issuers may not have sufficient revenues to meet
their interest payment obligations. The issuer's ability
II-113
to service its debt obligations may also be adversely affected by specific
corporate developments, or the issuer's inability to meet specific projected
business forecasts, or the unavailability of additional financing. The risk of
loss from default by the issuer is significantly greater for the holders of
high yield securities because such securities are generally unsecured and are
often subordinated to other creditors of the issuer. Prices and yields of high
yield securities will fluctuate over time and, during periods of economic
uncertainty, volatility of high yield securities may adversely affect a fund's
net asset value. In addition, investments in high yield zero coupon or
pay-in-kind bonds, rather than income-bearing high yield securities, may be
more speculative and may be subject to greater fluctuations in value due to
changes in interest rates.
A fund may have difficulty disposing of certain high yield securities because
they may have a thin trading market. Because not all dealers maintain markets
in all high yield securities, a fund anticipates that such securities could be
sold only to a limited number of dealers or institutional investors. The lack
of a liquid secondary market may have an adverse effect on the market price and
a fund's ability to dispose of particular issues and may also make it more
difficult for a fund to obtain accurate market quotations for purposes of
valuing a fund's assets. Market quotations generally are available on many high
yield issues only from a limited number of dealers and may not necessarily
represent firm bids of such dealers or prices for actual sales. Adverse
publicity and investor perceptions may decrease the values and liquidity of
high yield securities. These securities may also involve special registration
responsibilities, liabilities and costs, and liquidity and valuation
difficulties. Even though such securities do not pay current interest in cash,
a fund nonetheless is required to accrue interest income on these investments
and to distribute the interest income on a current basis. Thus, a fund could be
required at times to liquidate other investments in order to satisfy its
distribution requirements.
Credit quality in the high-yield securities market can change suddenly and
unexpectedly, and even recently issued credit ratings may not fully reflect the
actual risks posed by a particular high-yield security.
Prices for below investment-grade securities may be affected by legislative and
regulatory developments. Also, Congress has from time to time considered
legislation which would restrict or eliminate the corporate tax deduction for
interest payments on these securities and regulate corporate restructurings.
Such legislation may significantly depress the prices of outstanding securities
of this type.
ILLIQUID SECURITIES. Historically, illiquid securities have included securities
subject to contractual or legal restrictions on resale because they have not
been registered under the 1933 Act, securities which are otherwise not readily
marketable and repurchase agreements having a maturity of longer than seven
days. Securities which have not been registered under the 1933 Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Non-publicly traded securities
(including Rule 144A Securities) may involve a high degree of business and
financial risk and may result in substantial losses. These securities may be
less liquid than publicly traded securities, and it may take longer to
liquidate these positions than would be the case for publicly traded
securities. Companies whose securities are not publicly traded may not be
subject to the disclosure and other investor protection requirements applicable
to companies whose securities are publicly traded. Certain securities may be
deemed to be illiquid as a result of the Advisor's receipt from time to time of
material, non-public information about an issuer, which may limit the Advisor's
ability to trade such securities for the account of any of its clients,
including a fund. In some instances, these trading restrictions could continue
in effect for a substantial period of time. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. An investment in illiquid securities is subject
to the risk that should a fund desire to sell any of these securities when a
ready buyer is not available at a price that is deemed to be representative of
their value, the value of a fund's net assets could be adversely affected.
Mutual funds do not typically hold a significant amount of these restricted or
other illiquid securities because of the potential for delays on resale and
uncertainty in valuation. A mutual fund might also have to register such
restricted securities in order to dispose of them, resulting in additional
expense and delay. A fund selling its securities in a registered offering may
be deemed to be an "underwriter" for purposes of Section 11 of the 1933 Act. In
such event, a fund
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may be liable to purchasers of the securities under Section 11 if the
registration statement prepared by the issuer, or the prospectus forming a part
of it, is materially inaccurate or misleading, although a fund may have a due
diligence defense. Adverse market conditions could impede such a public
offering of securities.
A large institutional market has developed for certain securities that are not
registered under the 1933 Act, including repurchase agreements, commercial
paper, non-US securities, municipal securities and corporate bonds and notes.
Institutional investors depend on an efficient institutional market in which
the unregistered security can be readily resold or on an issuer's ability to
honor a demand for repayment. The fact that there are contractual or legal
restrictions on resale of such investments to the general public or to certain
institutions may not be indicative of their liquidity.
The SEC has adopted Rule 144A, which allows a broader institutional trading
market for securities otherwise subject to restriction on their resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the 1933 Act for resales of certain securities to qualified
institutional buyers.
An investment in Rule 144A Securities will be considered illiquid and therefore
subject to a fund's limit on the purchase of illiquid securities unless a
fund's Board or its delegates determines that the Rule 144A Securities are
liquid. In reaching liquidity decisions, a fund's Board and its delegates may
consider, inter alia, the following factors: (i) the unregistered nature of the
security; (ii) the frequency of trades and quotes for the security; (iii) the
number of dealers wishing to purchase or sell the security and the number of
other potential purchasers; (iv) dealer undertakings to make a market in the
security; and (v) the nature of the security and the nature of the marketplace
trades (e.g., the time needed to dispose of the security, the method of
soliciting offers and the mechanics of the transfer).
Investing in Rule 144A Securities could have the effect of increasing the level
of illiquidity in a fund to the extent that qualified institutional buyers are
unavailable or uninterested in purchasing such securities from a fund. A fund's
Board has adopted guidelines and delegated to the Advisor the daily function of
determining and monitoring the liquidity of Rule 144A Securities, although a
fund's Board will retain ultimate responsibility for any liquidity
determinations.
IMPACT OF LARGE REDEMPTIONS AND PURCHASES OF FUND SHARES. From time to time,
shareholders of a fund (which may include affiliated and/or non-affiliated
registered investment companies that invest in a fund) may make relatively
large redemptions or purchases of fund shares. These transactions may cause a
fund to have to sell securities or invest additional cash, as the case may be.
While it is impossible to predict the overall impact of these transactions over
time, there could be adverse effects on a fund's performance to the extent that
a fund may be required to sell securities or invest cash at times when it would
not otherwise do so. These transactions could also accelerate the realization
of taxable income if sales of securities resulted in capital gains or other
income and could also increase transaction costs, which may impact a fund's
expense ratio and adversely affect a fund's performance.
INCOME TRUSTS. A fund may invest in income trusts, including business trusts
and oil royalty trusts. Income trusts are operating businesses that have been
put into a trust. They pay out the bulk of their free cash flow to unitholders.
The businesses that are sold into these trusts are usually mature and stable
income-producing companies that lend themselves to fixed (monthly or quarterly)
distributions. These trusts are regarded as equity investments with
fixed-income attributes or high-yield debt with no fixed maturity date. These
trusts typically offer regular income payments and a significant premium yield
compared to other types of fixed income investments.
Business Trusts. A business trust is an income trust where the principal
business of the underlying corporation or other entity is in the manufacturing,
service or general industrial sectors. Each business represented is typically
characterized by long-life assets or businesses that have exhibited a high
degree of stability. Investments in business trusts are subject to various
risks, including risks related to the underlying operating companies controlled
by such trusts. These risks may include lack of or limited operating histories
and increased susceptibility to interest-rate risks.
Oil Royalty Trusts. A royalty trust typically controls an operating company
which purchases oil and gas properties using the trust's capital. The royalty
trust then receives royalties and/or interest payments from its operating
company and distributes them as income to its unitholders. Units of the royalty
trust represent an economic interest in the underlying assets of the trust.
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A fund may invest in oil royalty trusts that are traded on stock exchanges. Oil
royalty trusts are income trusts that own or control oil and gas operating
companies. Oil royalty trusts pay out substantially all of the cash flow they
receive from the production and sale of underlying crude oil and natural gas
reserves to unitholders in the form of monthly dividends (distributions). As a
result of distributing the bulk of their cash flow to unitholders, royalty
trusts are effectively precluded from internally originating new oil and gas
prospects. Therefore, these royalty trusts typically grow through acquisition
of producing companies or those with proven reserves of oil and gas, funded
through the issuance of additional equity or, where the trust is able,
additional debt. Consequently, oil royalty trusts are considered less exposed
to the uncertainties faced by a traditional exploration and production
corporation. However, they are still exposed to commodity risk and reserve
risk, as well as operating risk.
The operations and financial condition of oil royalty trusts, and the amount of
distributions or dividends paid on their securities, is dependent on oil
prices. Prices for commodities vary and are determined by supply and demand
factors, including weather and general economic and political conditions. A
decline in oil prices could have a substantial adverse effect on the operations
and financial conditions of the trusts. Such trusts are also subject to the
risk of an adverse change in the regulations of the natural resource industry
and other operational risks relating to the energy sector. In addition, the
underlying operating companies held or controlled by the trusts are usually
involved in oil exploration; however, such companies may not be successful in
holding, discovering, or exploiting adequate commercial quantities of oil, the
failure of which will adversely affect their values. Even if successful, oil
and gas prices have fluctuated widely during the most recent years and may
continue to do so in the future. The combination of global demand growth and
depleting reserves, together with current geopolitical instability, will likely
continue to support strong crude oil prices over the long term. However, there
is no guarantee that these prices will not decline. Declining crude oil prices
may cause a fund to incur losses on its investments. In addition, the demand in
and supply to the developing markets could be affected by other factors such as
restrictions on imports, increased taxation, and creation of government
monopolies, as well as social, economic and political uncertainty and
instability. Furthermore, there is no guarantee that non-conventional sources
of natural gas will not be discovered which would adversely affect the oil
industry.
Moreover, as the underlying oil and gas reserves are produced, the remaining
reserves attributable to the royalty trust are depleted. The ability of a
royalty trust to replace reserves is therefore fundamental to its ability to
maintain distribution levels and unit prices over time. Certain royalty trusts
have demonstrated consistent positive reserve growth year-over-year and, as
such, certain royalty trusts have been successful to date in this respect and
are thus currently trading at unit prices significantly higher than those of
five or ten years ago. Oil royalty trusts manage reserve depletion through
reserve additions resulting from internal capital development activities and
through acquisitions. When a fund invests in foreign oil royalty trusts, it
will also be subject to foreign securities risks.
INDEXED SECURITIES. A fund may invest in indexed securities, the value of which
is linked to currencies, interest rates, commodities, indices or other
financial indicators (reference instruments). Most indexed securities have
maturities of three years or less.
Indexed securities differ from other types of debt securities in which a fund
may invest in several respects. First, the interest rate or, unlike other debt
securities, the principal amount payable at maturity of an indexed security may
vary based on changes in one or more specified reference instruments, such as
an interest rate compared with a fixed interest rate or the currency exchange
rates between two currencies (neither of which need be the currency in which
the instrument is denominated). The reference instrument need not be related to
the terms of the indexed security. For example, the principal amount of a US
dollar denominated indexed security may vary based on the exchange rate of two
foreign currencies. An indexed security may be positively or negatively
indexed; that is, its value may increase or decrease if the value of the
reference instrument increases. Further, the change in the principal amount
payable or the interest rate of an indexed security may be a multiple of the
percentage change (positive or negative) in the value of the underlying
reference instrument(s).
Investment in indexed securities involves certain risks. In addition to the
credit risk of the security's issuer and the normal risks of price changes in
response to changes in interest rates, the principal amount of indexed
securities may decrease as a result of changes in the value of reference
instruments. Further, in the case of certain indexed securities in which the
interest rate is linked to a reference instrument, the interest rate may be
reduced to zero, and any further declines in the value of the security may then
reduce the principal amount payable on maturity. Also, indexed securities
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may be more volatile than the reference instruments underlying the indexed
securities. Finally, a fund's investments in certain indexed securities may
generate taxable income in excess of the interest paid on the securities to a
fund, which may cause a fund to sell investments to obtain cash to make income
distributions (including at a time when it may not be advantageous to do so).
INDUSTRIAL DEVELOPMENT AND POLLUTION CONTROL BONDS. Industrial Development and
Pollution Control Bonds (which are types of private activity bonds), although
nominally issued by municipal authorities, are generally not secured by the
taxing power of the municipality, but are secured by the revenues of the
authority derived from payments by the industrial user. Consequently, the
credit quality of these securities depends upon the ability of the user of the
facilities financed by the bonds and any guarantor to meet its financial
obligations. Under federal tax legislation, certain types of Industrial
Development Bonds and Pollution Control Bonds may no longer be issued on a
tax-exempt basis, although previously issued bonds of these types and certain
refundings of such bonds are not affected.
INFLATION-INDEXED BONDS. A fund may purchase inflation-indexed securities
issued by the US Treasury, US government agencies and instrumentalities other
than the US Treasury, and entities other than the US Treasury or US government
agencies and instrumentalities.
Inflation-indexed bonds are fixed income securities or other instruments whose
principal value is periodically adjusted according to the rate of inflation.
Two structures are common. The US Treasury and some other issuers use a
structure that accrues inflation on either a current or lagged basis into the
principal value of the bond. Most other issuers pay out the Consumer Price
Index accruals as part of a semi-annual coupon.
Inflation-indexed securities issued by the US Treasury have maturities of
approximately five, ten or twenty years, although it is possible that
securities with other maturities will be issued in the future. The US Treasury
securities pay interest on a semi-annual basis, equal to a fixed percentage of
the inflation-adjusted principal amount. For example, if a fund purchased an
inflation-indexed bond with a par value of $1,000 and a 3% real rate of return
coupon (payable 1.5% semi-annually), and the rate of inflation over the first
six months was 1%, the mid-year par value of the bond would be $1,010 and the
first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If the
rate of inflation during the second half of the year resulted in the whole
year's inflation equaling 3%, the end of year par value of the bond would be
$1,030 and the second semi-annual interest payment would be $15.45 ($1,030
times 1.5%).
If the periodic adjustment rate measuring inflation falls, the principal value
of inflation-indexed bonds will be adjusted downward, and, consequently, the
interest payable on these securities (calculated with respect to a smaller
principal amount) will be reduced. Repayment of the original bond principal on
maturity (as adjusted for inflation) is guaranteed in the case of US Treasury
inflation-indexed bonds, even during a period of deflation, although the
inflation-adjusted principal received could be less than the inflation-adjusted
principal that had accrued to the bond at the time of purchase. However, the
current market value of the bonds is not guaranteed and will fluctuate. A fund
may also invest in other inflation related bonds that may or may not provide a
similar guarantee. If a guarantee of principal is not provided, the adjusted
principal value of the bond repaid at maturity may be less than the original
principal. In addition, if a fund purchases inflation-indexed bonds offered by
foreign issuers, the rate of inflation measured by the foreign inflation index
may not be correlated to the rate of inflation in the US.
The value of inflation-indexed bonds is expected to change in response to
changes in real interest rates. Real interest rates, in turn, are tied to the
relationship between nominal interest rates and the rate of inflation.
Therefore, if the rate of inflation rises at a faster rate than nominal
interest rates, real interest rates might decline, leading to an increase in
value of inflation-indexed bonds. In contrast, if nominal interest rates
increased at a faster rate than inflation, real interest rates might rise,
leading to a decrease in value of inflation-indexed bonds. There can be no
assurance, however, that the value of inflation-indexed bonds will be directly
correlated to changes in interest rates. In the event of sustained deflation,
it is possible that the amount of semiannual interest payments, the
inflation-adjusted principal of the security and the value of the stripped
components, will decrease. If any of these possibilities are realized, a fund's
net asset value could be negatively affected.
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While these securities are expected to provide protection from long-term
inflationary trends, short-term increases in inflation may lead to a decline in
value. If interest rates rise due to reasons other than inflation (for example,
due to changes in currency exchange rates), investors in these securities may
not be protected to the extent that the increase is not reflected in the bond's
inflation measure.
The periodic adjustment of US inflation-indexed bonds is generally linked to
the Consumer Price Index for Urban Consumers (CPI-U), which is calculated
monthly by the US Bureau of Labor Statistics. The CPI-U is a measurement of
changes in the cost of living, made up of components such as housing, food,
transportation and energy. Inflation-indexed bonds issued by a foreign
government are generally adjusted to reflect a comparable inflation index
calculated by the applicable government. There can be no assurance that the
CPI-U or any foreign inflation index will accurately measure the real rate of
inflation in the prices of goods and services. Moreover, there can be no
assurance that the rate of inflation in a foreign country will be correlated to
the rate of inflation in the US. Finally, income distributions of a fund are
likely to fluctuate more than those of a conventional bond fund.
The taxation of inflation-indexed US Treasury securities is similar to the
taxation of conventional bonds. Both interest payments and the difference
between original principal and the inflation-adjusted principal will be treated
as interest income subject to taxation. Interest payments are taxable when
received or accrued. The inflation adjustment to the principal is subject to
tax in the year the adjustment is made, not at maturity of the security when
the cash from the repayment of principal is received. If an upward adjustment
has been made (which typically should happen), investors in non-tax-deferred
accounts will pay taxes on this amount currently. Decreases in the indexed
principal can be deducted only from current or previous interest payments
reported as income.
Inflation-indexed US Treasury securities therefore have a potential cash flow
mismatch to an investor, because investors must pay taxes on the
inflation-adjusted principal before the repayment of principal is received. It
is possible that, particularly for high income tax bracket investors,
inflation-indexed US Treasury securities would not generate enough income in a
given year to cover the tax liability they could create. This is similar to the
current tax treatment for zero-coupon bonds and other discount securities. If
inflation-indexed US Treasury securities are sold prior to maturity, capital
losses or gains are realized in the same manner as traditional bonds.
Inflation-indexed securities are designed to offer a return linked to
inflation, thereby protecting future purchasing power of the money invested in
them. However, inflation-indexed securities provide this protected return only
if held to maturity. In addition, inflation-indexed securities may not trade at
par value. Real interest rates (the market rate of interest less the
anticipated rate of inflation) change over time as a result of many factors,
such as what investors are demanding as a true value for money. When real rates
do change, inflation-indexed securities prices will be more sensitive to these
changes than conventional bonds, because these securities were sold originally
based upon a real interest rate that is no longer prevailing. Should market
expectations for real interest rates rise, the price of inflation-indexed
securities held by a fund may fall, resulting in a decrease in the share price
of a fund.
INTEREST RATE STRATEGIES. In addition to a fund's main investment strategy,
certain funds seek to enhance returns by employing a rules-based methodology to
identify interest rate trends across developed markets using derivatives
(contracts whose value are based on, for example, indices, currencies or
securities), in particular buying and selling interest rate futures contracts.
The success of the interest rate futures strategies depends, in part, on the
effectiveness and implementation of the Advisor's proprietary models. If the
Advisor's analysis proves to be incorrect, losses to a fund may be significant,
possibly exceeding the amounts invested in the interest rate futures contracts.
The risk of loss is heightened during periods of rapid increases in interest
rates.
INTERFUND BORROWING AND LENDING PROGRAM. The Deutsche funds have received
exemptive relief from the SEC, which permits the funds to participate in an
interfund lending program. The interfund lending program allows the
participating funds to borrow money from and loan money to each other for
temporary or emergency purposes. The program is subject to a number of
conditions designed to ensure fair and equitable treatment of all participating
funds, including the following: (1) no fund may borrow money through the
program unless it receives a more favorable interest rate than a rate
approximating the lowest interest rate at which bank loans would be available
to any of the participating funds under a loan agreement; and (2) no fund may
lend money through the program unless it receives a more favorable return than
that available from an investment in repurchase agreements and, to the extent
applicable, money market
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cash sweep arrangements. In addition, a fund may participate in the program
only if and to the extent that such participation is consistent with a fund's
investment objectives and policies (for instance, money market funds would
normally participate only as lenders and tax exempt funds only as borrowers).
Interfund loans and borrowings have a maximum duration of seven days. Loans may
be called on one day's notice. A fund may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any delay
in repayment to a lending fund could result in a lost investment opportunity or
additional costs. The program is subject to the oversight and periodic review
of the Board.
INVERSE FLOATERS. A fund may invest in inverse floaters. Inverse floaters are
debt instruments with a floating rate of interest that bears an inverse
relationship to changes in short-term market interest rates. Investments in
this type of security involve special risks as compared to investments in, for
example, a fixed rate municipal security. The debt instrument in which a fund
invests may be a tender option bond trust (the trust), which can be established
by a fund, a financial institution or a broker, consisting of underlying
municipal obligations with intermediate to long maturities and a fixed interest
rate. Other investors in the trust usually consist of money market fund
investors receiving weekly floating interest rate payments who have put options
with the financial institutions. A fund may enter into shortfall and
forbearance agreements by which a fund agrees to reimburse the trust, in
certain circumstances, for the difference between the liquidation value of the
fixed rate municipal security held by the trust and the liquidation value of
the floating rate notes. A fund could lose money and its NAV could decline as a
result of investments in inverse floaters if movements in interest rates are
incorrectly anticipated. Moreover, the markets for inverse floaters may be less
developed and may have less liquidity than the markets for more traditional
municipal securities, especially during periods of instability in the credit
markets. An inverse floater may exhibit greater price volatility than a
fixed-rate obligation of similar credit quality. When a fund holds inverse
floating rate securities, an increase in market interest rates will adversely
affect the income received from such securities and the net asset value of a
fund's shares.
INVESTMENT COMPANIES AND OTHER POOLED INVESTMENT VEHICLES. A fund may acquire
securities of other registered investment companies and other pooled investment
vehicles (collectively, investment funds) to the extent that such investments
are consistent with its investment objective, policies, strategies and
restrictions and the limitations of the 1940 Act. A money market fund that is
operated in accordance with Rule 2a-7 under the 1940 Act may acquire shares of
other money market mutual funds to the extent consistent with its investment
policies and restrictions set forth in its prospectus. Investment funds may
include mutual funds, closed-end funds, exchange-traded funds (ETFs) and hedge
funds (including investment funds managed by the Advisor and its affiliates). A
fund will indirectly bear its proportionate share of any management fees and
other expenses paid by such other investment funds.
Because a fund may acquire securities of funds managed by the Advisor or an
affiliate of the Advisor, the Advisor may have a conflict of interest in
selecting funds. The Advisor considers such conflicts of interest as part of
its investment process and has established practices designed to minimize such
conflicts. The Advisor, any subadvisor and any affiliates of the Advisor, as
applicable, earn fees at varying rates for providing services to underlying
Deutsche funds. The Advisor and any subadvisor may, therefore, have a conflict
of interest in selecting underlying Deutsche funds and in determining whether
to invest in an unaffiliated fund from which they will not receive any fees.
However, the Advisor and any subadvisor to a fund will select investments that
it believes are appropriate to meet the fund's investment objectives.
ETFs and closed-end funds trade on a securities exchange and their shares may
trade at a premium or discount to their net asset value. A fund will incur
brokerage costs when it buys and sells shares of ETFs and closed-end funds.
ETFs that seek to track the composition and performance of a specific index may
not replicate exactly the performance of their specified index because of
trading costs and operating expenses incurred by the ETF. At times, there may
not be an active trading market for shares of some ETFs and closed-end funds
and trading of ETF and closed-end fund shares may be halted or delisted by the
listing exchange.
To the extent consistent with its investment objective, policies, strategies
and restrictions, a fund may invest in commodity-related ETFs. Certain
commodity-related ETFs may not be registered as investment companies under the
1940 Act and shareholders of such commodity-related ETFs, including the
investing Deutsche fund, will not have the regulatory protections provided to
investors in registered investment companies. Commodity-related ETFs may invest
in commodities directly (such as purchasing gold) or they may seek to track a
commodities index by investing in commodity-linked derivative instruments.
Commodity-related ETFs are subject to the risks associated with the commodities
or commodity-linked derivative instruments in which they invest. A fund's
ability to invest in commodity-related ETFs
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may be limited by its intention to qualify as a regulated investment company
under the Internal Revenue Code. In addition, under recent amendments to rules
of the Commodity Futures Trading Commission (CFTC), a fund's investment in
commodity-related ETFs may subject the fund and/or the Advisor to certain
registration, disclosure and reporting requirements of the CFTC. The Advisor
will monitor a fund's use of commodity-related ETFs to determine whether the
fund and/or the Advisor will need to comply with CFTC rules.
To the extent consistent with its investment objective, policies, strategies
and restrictions, a fund may seek exposure to alternative asset classes or
strategies through investment in private funds, including hedge funds. A fund
may substitute derivative instruments, including warrants and swaps, whose
values are tied to the value of underlying hedge funds in lieu of a direct
investment in hedge funds. A derivative instrument whose value is tied to one
or more hedge funds or hedge fund indices will be subject to the market and
other risks associated with the underlying assets held by the hedge fund. Hedge
funds are not subject to the provisions of the 1940 Act or the reporting
requirements of the Securities Exchange Act of 1934, as amended, and their
advisors may not be subject to the Investment Advisers Act of 1940, as amended.
Investments in hedge funds are illiquid and may be less transparent than an
investment in a registered investment company. There are no market quotes for
securities of hedge funds and hedge funds generally value their interests no
more frequently than monthly or quarterly, in some cases. An investment in a
derivative instrument based on a hedge fund may be subject to some or all of
the structural risks associated with a direct investment in a hedge fund.
INVESTMENT-GRADE BONDS. A fund may purchase "investment-grade" bonds, which are
those rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P or, if
unrated, judged to be of equivalent quality as determined by the Advisor.
Moody's considers bonds it rates Baa to have speculative elements as well as
investment-grade characteristics. To the extent that a fund invests in
higher-grade securities, a fund will not be able to avail itself of
opportunities for higher income which may be available at lower grades.
IPO RISK. Securities issued through an initial public offering (IPO) can
experience an immediate drop in value if the demand for the securities does not
continue to support the offering price. Information about the issuers of IPO
securities is also difficult to acquire since they are new to the market and
may not have lengthy operating histories. A fund may engage in short-term
trading in connection with its IPO investments, which could produce higher
trading costs and adverse tax consequences.
LENDING OF PORTFOLIO SECURITIES. To generate additional income, a fund may lend
a percentage of its investment securities to approved institutional borrowers
who need to borrow securities in order to complete certain transactions, such
as covering short sales, avoiding failures to deliver securities or completing
arbitrage operations, in exchange for collateral in the form of cash or US
government securities. By lending its investment securities, a fund attempts to
increase its net investment income through the receipt of interest on the loan.
Any gain or loss in the market price of the securities loaned that might occur
during the term of the loan would belong to a fund. A fund may lend its
investment securities so long as the terms, structure and the aggregate amount
of such loans are not inconsistent with the 1940 Act or the rules and
regulations or interpretations of the SEC thereunder, which currently require
that: (a) the borrower pledge and maintain with a fund collateral consisting of
liquid, unencumbered assets having a value at all times not less than 100% of
the value of the securities loaned; (b) the borrower add to such collateral
whenever the price of the securities loaned rises or the value of non-cash
collateral declines (i.e., the borrower "marks to the market" on a daily
basis); (c) the loan be made subject to termination by a fund at any time; and
(d) a fund receives a reasonable return on the loan (consisting of the return
achieved on investment of the cash collateral, less the rebate owed to
borrowers, plus distributions on the loaned securities and any increase in
their market value).
A fund may pay reasonable fees in connection with loaned securities, pursuant
to written contracts, including fees paid to a fund's custodian and fees paid
to a securities lending agent, including a securities lending agent that is an
affiliate of the Advisor. Voting rights may pass with the loaned securities,
but if an event occurs that the Advisor determines to be a material event
affecting an investment on loan, the loan must be called and the securities
voted. Pursuant to an exemptive order granted by the SEC, cash collateral
received by a fund may be invested in a money market fund managed by the
Advisor (or one of its affiliates).
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A fund is subject to all investment risks associated with the reinvestment of
any cash collateral received, including, but not limited to, interest rate,
credit and liquidity risk associated with such investments. To the extent the
value or return of a fund's investments of the cash collateral declines below
the amount owed to a borrower, a fund may incur losses that exceed the amount
it earned on lending the security. If the borrower defaults on its obligation
to return securities lent because of insolvency or other reasons, a fund could
experience delays and costs in recovering the securities lent or gaining access
to collateral. If a fund is not able to recover securities lent, a fund may
sell the collateral and purchase a replacement investment in the market,
incurring the risk that the value of the replacement security is greater than
the value of the collateral. However, loans will be made only to borrowers
selected by a fund's delegate after a commercially reasonable review of
relevant facts and circumstances, including the creditworthiness of the
borrower.
MASTER LIMITED PARTNERSHIPS (MLPS). Master Limited Partnerships, or MLPs, are
entities that receive partnership taxation treatment under the Code and whose
interests or "units" are traded on securities exchanges like shares of
corporate stock. Due to their partnership structure, MLPs generally do not pay
income taxes. To be treated as a partnership for US federal income tax
purposes, an MLP must derive at least 90% of its gross income for each taxable
year from qualifying sources, including activities such as exploration,
development, mining, production, processing, refining, transportation, storage
and certain marketing of mineral or natural resources.
A fund may invest in upstream MLPs, downstream MLPs, midstream MLPs, coal MLPs,
propane MLPs, or other MLPs with assets that are used in the energy
infrastructure sector. Midstream MLPs are generally engaged in the treatment,
gathering, compression, processing, transportation, transmission,
fractionation, storage and terminalling of natural gas, natural gas liquids,
crude oil, refined products or coal. Midstream MLPs also may operate ancillary
businesses including marketing of energy products and logistical services.
Upstream MLPs are primarily engaged in the exploration, recovery, development
and production of crude oil, natural gas, and natural gas liquids. Downstream
MLPs are primarily engaged in the processing, treatment, and refining of
natural gas liquids and crude oil. Coal MLPs are engaged in the owning,
leasing, managing, production and sale of various grades of steam and
metallurgical grades of coal. Propane MLPs are engaged in the distribution of
propane to homeowners for space and water heating and to commercial, industrial
and agricultural customers. The MLPs in which a fund may invest might also own
other assets that are used in the energy infrastructure sector, including
assets used in exploring, developing, producing, generating, transporting,
transmitting, storing, gathering, processing, refining, distributing, mining or
marketing of natural gas, natural gas liquids, crude oil, refined products,
coal or electricity, or may provide energy-related services such as refining
and distribution of specialty refined products. MLPs may also engage in owning,
managing and transporting alternative energy assets, including alternative
fuels such as ethanol, hydrogen and biodiesel.
MLPs are generally organized under state law as limited partnerships or limited
liability companies. An MLP consists of a general partner and limited partners
(or in the case of MLPs organized as limited liability companies, a managing
member and members). The general partner or managing member typically controls
the operations and management of the MLP, has an ownership stake in the MLP and
may be eligible to receive an incentive distribution. The limited partners or
members, through their ownership of limited partner or member interests,
provide capital to the entity, are intended to have no role in the operation
and management of the entity, and receive cash distributions. Equity securities
issued by MLPs generally consist of common units, subordinated units, and
preferred units.
MLP common units are typically listed and traded on US securities exchanges,
including the NYSE and the NASDAQ Stock Market (NASDAQ). A fund may purchase
such common units through open market transactions and underwritten offerings,
but may also acquire common units through direct placements and privately
negotiated transactions. Holders of MLP common units have limited control and
voting rights. Holders of MLP common units are typically entitled to receive a
minimum quarterly distribution (MQD) from the issuer, and typically have a
right, to the extent that an MLP fails to make a previous MQD, to recover in
future distributions the amount by which the MQD was short (arrearage rights).
Generally, an MLP must pay (or set aside for payment) the MQD to holders of
common units before any distributions may be paid to subordinated unitholders.
In addition, incentive distributions are typically not paid to the general
partner or managing member unless the quarterly distributions on the common
units exceed specified threshold levels above the MQD. In the event of a
liquidation, common unitholders are intended to have a preference with respect
to the remaining assets of the issuer over holders of subordinated units. MLPs
also issue different classes of common units that may have different voting,
trading and distribution rights.
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MLP subordinated units, which, like common units, represent limited partner or
member interests, are not typically listed or traded on an exchange. A fund may
purchase outstanding subordinated units through negotiated transactions
directly with holders of such units or newly issued subordinated units directly
from the issuer. Holders of such subordinated units are generally entitled to
receive a distribution only after the MQD and any arrearages from prior
quarters have been paid to holders of common units. Holders of subordinated
units typically have the right to receive distributions before any incentive
distributions are payable to the general partner or managing member.
Subordinated units generally do not provide arrearage rights. Most MLP
subordinated units are convertible into common units after the passage of a
specified period of time or upon the achievement by the issuer of specified
financial goals. MLPs also issue different classes of subordinated units that
may have different voting, trading, and distribution rights.
MLP convertible subordinated units are typically issued by MLPs to founders,
corporate general partners of MLPs, entities that sell assets to MLPs, and
institutional investors. Convertible subordinated units increase the likelihood
that, during the subordination period, there will be available cash to be
distributed to common unitholders. MLP convertible subordinated units generally
are not entitled to distributions until holders of common units have received
their specified MQD, plus any arrearages, and may receive less than common
unitholders in distributions upon liquidation. Convertible subordinated
unitholders generally are entitled to MQD prior to the payment of incentive
distributions to the general partner, but are not entitled to arrearage rights.
Therefore, MLP convertible subordinated units generally entail greater risk
than MLP common units. Convertible subordinated units are generally convertible
automatically into senior common units of the same issuer at a one-to-one ratio
upon the passage of time or the satisfaction of certain financial tests.
Convertible subordinated units do not trade on a national exchange or
over-the-counter (OTC), and there is no active market for them. The value of a
convertible subordinated unit is a function of its worth if converted into the
underlying common units. Convertible subordinated units generally have similar
voting rights as do MLP common units. Distributions may be paid in cash or
in-kind.
MLP preferred units are not typically listed or traded on an exchange. A fund
may purchase MLP preferred units through negotiated transactions directly with
MLPs, affiliates of MLPs and institutional holders of such units. Holders of
MLP preferred units can be entitled to a wide range of voting and other rights,
depending on the structure of each separate security.
The general partner or managing member interest in an MLP is typically retained
by the original sponsors of an MLP such as its founders, corporate partners and
entities that sell assets to the MLP. The holder of the general partner or
managing member interest can be liable in certain circumstances for amounts
greater than the amount of the holder's investment in the general partner or
managing member. General partner or managing member interests often confer
direct board participation rights in, and in many cases control over the
operations of, the MLP. General partner or managing member interests can be
privately held or owned by publicly traded entities. General partner or
managing member interests receive cash distributions, typically in an amount of
up to 2% of available cash, which is contractually defined in the partnership
or limited liability company agreement. In addition, holders of general partner
or managing member interests typically receive incentive distribution rights
(IDRs), which provide them with an increasing share of the entity's aggregate
cash distributions upon the payment of per common unit distributions that
exceed specified threshold levels above the MQD. Incentive distributions to a
general partner are designed to encourage the general partner, who controls and
operates the partnership, to maximize the partnership's cash flow and increase
distributions to the limited partners. Due to the IDRs, general partners of
MLPs have higher distribution growth prospects than their underlying MLPs, but
quarterly incentive distribution payments would also decline at a greater rate
than the decline rate in quarterly distributions to common and subordinated
unitholders in the event of a reduction in the MLP's quarterly distribution.
The ability of the limited partners or members to remove the general partner or
managing member without cause is typically very limited. In addition, some MLPs
permit the holder of IDRs to reset, under specified circumstances, the
incentive distribution levels and receive compensation in exchange for the
distribution rights given up in the reset.
Debt securities issued by MLPs may include those rated below investment grade.
Investments in such securities may not offer the tax characteristics of equity
securities of MLPs.
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Investments in MLPs are generally subject to many of the risks that apply to
partnerships. For example, holders of the units of MLPs may have limited
control and limited voting rights on matters affecting the partnership. There
may be fewer corporate protections afforded investors in an MLP than investors
in a corporation. Conflicts of interest may exist among unitholders,
subordinated unitholders and the general partner of an MLP, including those
arising from incentive distribution payments. MLPs that concentrate in a
particular industry or region are subject to risks associated with such
industry or region. MLPs holding credit-related investments are subject to
interest rate risk and the risk of default on payment obligations by debt
issuers. Investments held by MLPs may be illiquid. MLP units may trade
infrequently and in limited volume, and they may be subject to more abrupt or
erratic price movements than securities of larger or more broadly based
companies. Holders of MLP units could potentially become subject to liability
for all the obligations of an MLP, if a court determines that the rights of the
unitholders to take certain action under the limited partnership agreement
would constitute "control" of the business of that MLP, or if a court or
governmental agency determines that the MLP is conducting business in a state
without complying with the limited partnership statute of that state.
MLP Limited Liability Company Common Units. Some energy infrastructure
companies in which a fund may invest have been organized as limited liability
companies (MLP LLCs). Such MLP LLCs are treated in the same manner as MLPs for
federal income tax purposes. A fund may invest in common units or other
securities of such MLP LLCs. MLP LLC common units represent an equity ownership
interest in an MLP LLC, entitling the holders to a share of the MLP LLC's
success through distributions and/or capital appreciation. Similar to MLPs, MLP
LLCs typically do not pay federal income tax at the entity level and are
required by their operating agreements to distribute a large percentage of
their current operating earnings. MLP LLC common unitholders generally have
first right to an MQD prior to distributions to subordinated unitholders and
typically have arrearage rights if the MQD is not met. In the event of
liquidation, MLP LLC common unitholders have first right to the MLP LLC's
remaining assets after bondholders, other debt holders and preferred
unitholders, if any, have been paid in full. MLP LLC common units trade on a
national securities exchange or OTC. In contrast to MLPs, MLP LLCs have no
general partner and there are generally no incentives that entitle management
or other unitholders to increased percentages of cash distributions as
distributions reach higher target levels. In addition, MLP LLC common
unitholders typically have voting rights with respect to the MLP LLC, whereas
MLP common units have limited voting rights.
MLP Affiliates. A fund may invest in equity and debt securities issued by
affiliates of MLPs, including the general partners or managing members of MLPs
and companies that own MLP general partner interests and are energy
infrastructure companies. Such issuers may be organized and/or taxed as
corporations and therefore may not offer the advantageous tax characteristics
of MLP units. A fund may purchase such other MLP equity securities through
market transactions, but may also do so through direct placements.
MLP I-Units. I-Units represent an indirect ownership interest in an MLP and are
issued by an MLP affiliate. The MLP affiliate uses the proceeds from the sale
of I-Units to purchase limited partnership interests in its affiliated MLP.
Thus, I-Units represent an indirect interest in an MLP. I-Units have limited
voting rights and are similar in that respect to MLP common units. I-Units
differ from MLP common units primarily in that instead of receiving cash
distributions, holders of I-Units will receive distributions of additional
I-Units in an amount equal to the cash distributions received by common
unitholders. I-Units are traded on the NYSE. Issuers of MLP I-Units are treated
as corporations and not partnerships for tax purposes.
Private Investment in Public Equities (PIPEs). A fund may elect to invest in
PIPEs and other unregistered or otherwise restricted securities issued by
public MLPs and similar entities, including unregistered MLP preferred units.
Most such private securities are expected to be liquid within six to nine
months of funding, but may also have significantly longer or shorter restricted
periods. PIPEs involve the direct placement of equity securities to a purchaser
such as a fund. Equity issued in this manner is often unregistered and
therefore less liquid than equity issued through a public offering. Such
private equity offerings provide issuers greater flexibility in structure and
timing as compared to public offerings. Below are some of the reasons MLPs
choose to issue equity through private placements.
MLPs typically distribute all of their available cash at the end of each
quarter, and therefore generally finance acquisitions through the issuance of
additional equity and debt securities. PIPEs allow MLPs to structure the equity
funding to close concurrently with an acquisition, thereby eliminating or
reducing the equity funding risk. This avoids equity overhang issues and can
ease rating agency concerns over interim excessive leverage associated with an
acquisition.
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Generally an MLP unit price declines when investors know the MLP will be
issuing public equity in the near term. An example of this is when an MLP
closes a sizeable acquisition funded under its credit facility or with another
form of debt financing. In this situation, equity investors will typically wait
for the public offering to provide additional liquidity, and therefore the
demand for units is reduced, and the unit price falls. Issuing units through a
PIPE in conjunction with the acquisition eliminates this equity overhang.
Public equity offerings for MLPs are typically allocated primarily to retail
investors. Private placements allow issuers to access new pools of equity
capital. In addition, institutional investors, such as the Fund, that
participate in PIPEs are potential investors for future equity financings.
Certain acquisitions and organic development projects require a more structured
form of equity. For example, organic projects that require significant capital
expenditures that do not generate near-term cash flow may require a class of
equity that does not pay a distribution for a certain period. The public equity
market is generally not an efficient venue to raise this type of specialized
equity. Given the significant number of organic projects that have been
announced by MLPs, the private placement of PIPEs are believed to be likely to
remain an important funding component in the MLP sector.
Some issuers prefer the certainty of a private placement at a specified fixed
discount, compared to the uncertainty of a public offering. The underwriting
costs of a public equity issuance in the MLP space can significantly reduce
gross equity proceeds, and the unit price of the issuance can decline during
the marketing of a public deal, resulting in increased cost to an issuer. The
cost of a PIPE can be competitive with that of a public issuance while
providing greater certainty of funding.
Unlike public equity offerings, private placements are typically more
time-efficient for management teams, with negotiations, due diligence and
marketing required only for a small targeted group of sophisticated
institutional investors.
Financial sponsors, founding partners and/or parent companies typically own
significant stakes in MLPs in the form of subordinated units. As these units
are not registered, monetization alternatives are limited. PIPEs provide
liquidity in these situations.
Many MLPs rely on the private placement market as a source of equity capital.
Given the limitations in raising equity from a predominantly retail investor
base and the tax and administrative constraints to significant institutional
participation, PIPEs have been a popular financing alternative with many MLPs.
MICRO-CAP COMPANIES. Micro-capitalization company stocks have customarily
involved more investment risk than large company stocks. There can be no
assurance that this will continue to be true in the future.
Micro-capitalization companies may have limited product lines, markets or
financial resources; may lack management depth or experience; and may be more
vulnerable to adverse general market or economic developments than large
companies. The prices of micro-capitalization company securities are often more
volatile than prices associated with large company issues, and can display
abrupt or erratic movements at times, due to limited trading volumes and less
publicly available information.
Also, because micro-capitalization companies normally have fewer shares
outstanding and these shares trade less frequently than large companies, it may
be more difficult for a fund to buy and sell significant amounts of such shares
without an unfavorable impact on prevailing market prices.
Some of the companies in which a fund may invest may distribute, sell or
produce products which have recently been brought to market and may be
dependent on key personnel. The securities of micro-capitalization companies
are often traded over-the-counter and may not be traded in the volumes typical
on a national securities exchange. Consequently, in order to sell this type of
holding, a fund may need to discount the securities from recent prices or
dispose of the securities over a long period of time.
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MINING AND EXPLORATION RISKS. The business of mining by its nature involves
significant risks and hazards, including environmental hazards, industrial
accidents, labor disputes, discharge of toxic chemicals, fire, drought,
flooding and natural acts. The occurrence of any of these hazards can delay
production, increase production costs and result in liability to the operator
of the mines. A mining operation may become subject to liability for pollution
or other hazards against which it has not insured or cannot insure, including
those in respect of past mining activities for which it was not responsible.
Exploration for gold and other precious metals is speculative in nature,
involves many risks and frequently is unsuccessful. There can be no assurance
that any mineralisation discovered will result in an increase in the proven and
probable reserves of a mining operation. If reserves are developed, it can take
a number of years from the initial phases of drilling and identification of
mineralisation until production is possible, during which time the economic
feasibility of production may change. Substantial expenditures are required to
establish ore reserves properties and to construct mining and processing
facilities. As a result of these uncertainties, no assurance can be given that
the exploration programs undertaken by a particular mining operation will
actually result in any new commercial mining.
MONEY MARKET REFORM. In July 2014, the SEC adopted final amendments to Rule
2a-7 of the 1940 Act to address potential systemic risks associated with money
market funds and to improve transparency for money market fund investors. The
effect of these amendments on a money market fund will depend on the type of
investors (e.g., retail or institutional) and the principal investments of the
fund (e.g., prime instruments or government securities). For example,
institutional money market funds will be required to offer shares at a floating
net asset value based on market factors. Retail money market funds and
government money market funds will be permitted to continue utilizing amortized
cost to value portfolio securities and offer shares at a stable net asset value
(e.g., $1.00). (Although the fund will seek to maintain a $1.00 net asset
value, there is no guarantee that it will be able to do so and if the net asset
value falls below $1.00, you would lose money.) Government money market funds
will also be required to invest at least 99.5% of total assets in cash,
government securities or repurchase agreements collateralized by the same.
Subject to certain liquidity conditions and to the Board's determination, the
amendments also require institutional money market funds and retail money
market funds to have the ability to impose liquidity fees and redemption gates.
Government money market funds will not be required to impose liquidity fees and
redemption gates. The compliance periods for the amendments range between July
2015 and October 2016. As a result, the fund may be required to take certain
steps that will impact its structure and/or operations, which could impact the
return potential of the fund.
MORTGAGE-BACKED SECURITIES. Mortgage-backed securities represent direct or
indirect participations in or obligations collateralized by and payable from
mortgage loans secured by real property, which may include subprime mortgages.
A fund may invest in mortgage-backed securities issued or guaranteed by (i) US
Government agencies or instrumentalities such as the Government National
Mortgage Association (GNMA) (also known as Ginnie Mae), the Federal National
Mortgage Association (FNMA) (also known as Fannie Mae) and the Federal Home
Loan Mortgage Corporation (FHLMC) (also known as Freddie Mac) or (ii) other
issuers, including private companies.
GNMA is a government-owned corporation that is an agency of the US Department
of Housing and Urban Development. It guarantees, with the full faith and credit
of the United States, full and timely payment of all monthly principal and
interest on its mortgage-backed securities. Until recently, FNMA and FHLMC were
government-sponsored corporations owned entirely by private stockholders. Both
issue mortgage-related securities that contain guarantees as to timely payment
of interest and principal but that are not backed by the full faith and credit
of the US government. The value of the companies' securities fell sharply in
2008 due to concerns that the firms did not have sufficient capital to offset
losses. In mid-2008, the US Treasury was authorized to increase the size of
home loans that FNMA and FHLMC could purchase in certain residential areas and,
until 2009, to lend FNMA and FHLMC emergency funds and to purchase the
companies' stock. In September 2008, the US Treasury announced that FNMA and
FHLMC had been placed in conservatorship by the Federal Housing Finance Agency
(FHFA), a newly created independent regulator created under the Federal Housing
Finance Regulatory Reform Act of 2008 (Reform Act). In addition to placing the
companies in conservatorship, the US Treasury announced three additional steps
that it intended to take with respect to FNMA and FHLMC. First, the US Treasury
has entered into senior preferred stock purchase agreements ("SPSPAs") under
which, if the FHFA determines that FNMA's or FHLMC's liabilities have exceeded
its assets under generally accepted accounting principles, the US Treasury will
contribute cash capital to the company in an amount equal to the difference
between liabilities and assets. The SPSPAs are designed to provide protection
to the senior and subordinated debt
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and the mortgage-backed securities issued by FNMA and FHLMC. Second, the US
Treasury established a new secured lending credit facility that is available to
FNMA and FHLMC, which terminated on December 31, 2009. Third, the US Treasury
initiated a temporary program to purchase FNMA and FHLMC mortgage-backed
securities, which terminated on December 31, 2009. No assurance can be given
that the US Treasury initiatives discussed above with respect to the debt and
mortgage-backed securities issued by FNMA and FHLMC will be successful, or,
with respect to initiatives that have expired, that the US Treasury would
undertake similar initiatives in the future.
FHFA, as conservator or receiver for FNMA and FHLMC, has the power to repudiate
any contract entered into by FNMA or FHLMC prior to FHFA's appointment as
conservator or receiver, as applicable, if FHFA determines, in its sole
discretion, that performance of the contract is burdensome and that repudiation
of the contract promotes the orderly administration of FNMA's or FHLMC's
affairs. The Reform Act requires FHFA to exercise its right to repudiate any
contract within a reasonable period of time after its appointment as
conservator or receiver. FHFA, in its capacity as conservator, has indicated
that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC
because FHFA views repudiation as incompatible with the goals of the
conservatorship. However, in the event that FHFA, as conservator or if it is
later appointed as receiver for FNMA or FHLMC, were to repudiate any such
guaranty obligation, the conservatorship or receivership estate, as applicable,
would be liable for actual direct compensatory damages in accordance with the
provisions of the Reform Act. Any such liability could be satisfied only to the
extent of FNMA's or FHLMC's assets available therefor.
In the event of repudiation, the payments of interest to holders of FNMA or
FHLMC mortgage-backed securities would be reduced if payments on the mortgage
loans represented in the mortgage loan groups related to such mortgage-backed
securities are not made by the borrowers or advanced by the servicer. Any
actual direct compensatory damages for repudiating these guaranty obligations
may not be sufficient to offset any shortfalls experienced by such
mortgage-backed security holders. Further, in its capacity as conservator or
receiver, FHFA has the right to transfer or sell any asset or liability of FNMA
or FHLMC without any approval, assignment or consent. Although FHFA has stated
that it has no present intention to do so, if FHFA, as conservator or receiver,
were to transfer any such guaranty obligation to another party, holders of FNMA
or FHLMC mortgage-backed securities would have to rely on that party for
satisfaction of the guaranty obligation and would be exposed to the credit risk
of that party.
In addition, certain rights provided to holders of mortgage-backed securities
issued by FNMA and FHLMC under the operative documents related to such
securities may not be enforced against FHFA, or enforcement of such rights may
be delayed, during the conservatorship or any future receivership. The
operative documents for FNMA and FHLMC mortgage-backed securities may provide
(or with respect to securities issued prior to the date of the appointment of
the conservator may have provided) that upon the occurrence of an event of
default on the part of FNMA or FHLMC, in its capacity as guarantor, which
includes the appointment of a conservator or receiver, holders of such
mortgage-backed securities have the right to replace FNMA or FHLMC as trustee
if the requisite percentage of mortgage-backed securities holders consent. The
Reform Act prevents mortgage-backed security holders from enforcing such rights
if the event of default arises solely because a conservator or receiver has
been appointed. The Reform Act also provides that no person may exercise any
right or power to terminate, accelerate or declare an event of default under
certain contracts to which FNMA or FHLMC is a party, or obtain possession of or
exercise control over any property of FNMA or FHLMC, or affect any contractual
rights of FNMA or FHLMC, without the approval of FHFA, as conservator or
receiver, for a period of forty-five (45) or ninety (90) days following the
appointment of FHFA as conservator or receiver, respectively.
The market value and yield of these mortgage-backed securities can vary due to
market interest rate fluctuations and early prepayments of underlying
mortgages. These securities represent ownership in a pool of federally insured
mortgage loans with a maximum maturity of 30 years. A decline in interest rates
may lead to a faster rate of repayment of the underlying mortgages, and may
expose a fund to a lower rate of return upon reinvestment. To the extent that
such mortgage-backed securities are held by a fund, the prepayment right will
tend to limit to some degree the increase in net asset value of a fund because
the value of the mortgage-backed securities held by a fund may not appreciate
as rapidly as the price of non-callable debt securities. Mortgage-backed
securities are subject to the risk of prepayment and the risk that the
underlying loans will not be repaid. Because principal may be prepaid at any
time, mortgage-backed securities may involve significantly greater price and
yield volatility than traditional debt securities. At times, a fund
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may invest in securities that pay higher than market interest rates by paying a
premium above the securities' par value. Prepayments of these securities may
cause losses on securities purchased at a premium. Unscheduled payments, which
are made at par value, will cause a fund to experience a loss equal to any
unamortized premium.
When interest rates rise, mortgage prepayment rates tend to decline, thus
lengthening the life of a mortgage-related security and increasing the price
volatility of that security, affecting the price volatility of a fund's shares.
The negative effect of interest rate increases on the market-value of mortgage
backed securities is usually more pronounced than it is for other types of
fixed-income securities potentially increasing the volatility of a fund.
Interests in pools of mortgage-backed securities differ from other forms of
debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by repayments of principal resulting from the
sale of the underlying property, refinancing or foreclosure, net of fees or
costs which may be incurred. Some mortgage-related securities (such as
securities issued by GNMA) are described as "modified pass-through." These
securities entitle the holder to receive all interest and principal payments
owed on the mortgage pool, net of certain fees, at the scheduled payment dates
regardless of whether or not the mortgagor actually makes the payment.
Commercial banks, savings and loan institutions, private mortgage insurance
companies, mortgage bankers and other secondary market issuers also create
pass-through pools of conventional mortgage loans. Such issuers may, in
addition, be the originators and/or servicers of the underlying mortgage loans
as well as the guarantors of the mortgage-related securities. Pools created by
such non-governmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments. However, timely payment of
interest and principal of these pools may be supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance and letters of credit. The insurance and guarantees are issued by
governmental entities, private insurers and the mortgage poolers. Such
insurance and guarantees and the creditworthiness of the issuers thereof will
be considered in determining whether a mortgage-related security meets a fund's
investment quality standards. There can be no assurance that the private
insurers or guarantors can meet their obligations under the insurance policies
or guarantee arrangements. A fund may buy mortgage-related securities without
insurance or guarantees. Although the market for such securities is becoming
increasingly liquid, securities issued by certain private organizations may not
be readily marketable.
Due to prepayments of the underlying mortgage instruments, mortgage-backed
securities do not have a known actual maturity. In the absence of a known
maturity, market participants generally refer to an estimated average life. An
average life estimate is a function of an assumption regarding anticipated
prepayment patterns. The assumption is based upon current interest rates,
current conditions in the relevant housing markets and other factors. The
assumption is necessarily subjective, and thus different market participants
could produce somewhat different average life estimates with regard to the same
security. There can be no assurance that the average estimated life of
portfolio securities will be the actual average life of such securities.
Fannie Mae Certificates. Fannie Mae is a federally chartered corporation
organized and existing under the Federal National Mortgage Association Charter
Act of 1938. The obligations of Fannie Mae are obligations solely of Fannie Mae
and are not backed by the full faith and credit of the US government.
Each Fannie Mae Certificate will represent a pro rata interest in one or more
pools of FHA Loans, VA Loans or conventional mortgage loans (i.e., mortgage
loans that are not insured or guaranteed by any governmental agency) of the
following types: (1) fixed-rate level payment mortgage loans; (2) fixed-rate
growing equity mortgage loans; (3) fixed-rate graduated payment mortgage loans;
(4) variable rate mortgage loans; (5) other adjustable rate mortgage loans; and
(6) fixed-rate and adjustable mortgage loans secured by multifamily projects.
Freddie Mac Certificates. Freddie Mac is a federally chartered corporation of
the United States created pursuant to the Emergency Home Finance Act of 1970,
as amended (FHLMC Act). The obligations of Freddie Mac are obligations solely
of Freddie Mac and are not backed by the full faith and credit of the US
government.
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Freddie Mac Certificates represent a pro rata interest in a group of
conventional mortgage loans (Freddie Mac Certificate group) purchased by
Freddie Mac. The mortgage loans underlying the Freddie Mac Certificates will
consist of fixed-rate or adjustable rate mortgage loans with original terms to
maturity of between ten and thirty years, substantially all of which are
secured by first liens on one- to four-family residential properties or
multifamily projects. Each mortgage loan must meet the applicable standards set
forth in the FHLMC Act. A Freddie Mac Certificate group may include whole
loans, participating interests in whole loans and undivided interests in whole
loans and participations comprising another Freddie Mac Certificate group.
Ginnie Mae Certificates. The National Housing Act of 1934, as amended (Housing
Act), authorizes Ginnie Mae to guarantee the timely payment of the principal of
and interest on certificates that are based on and backed by a pool of mortgage
loans insured by the Federal Housing Administration under the Housing Act, or
Title V of the Housing Act of 1949 (FHA Loans), or guaranteed by the Department
of Veterans Affairs under the Servicemen's Readjustment Act of 1944, as amended
(VA Loans), or by pools of other eligible mortgage loans. The Housing Act
provides that the full faith and credit of the US government is pledged to the
payment of all amounts that may be required to be paid under any Ginnie Mae
guaranty. In order to meet its obligations under such guaranty, Ginnie Mae is
authorized to borrow from the US Treasury with no limitations as to amount.
The Ginnie Mae Certificates in which a fund invests will represent a pro rata
interest in one or more pools of the following types of mortgage loans: (1)
fixed-rate level payment mortgage loans; (2) fixed-rate graduated payment
mortgage loans; (3) fixed-rate growing equity mortgage loans; (4) fixed-rate
mortgage loans secured by manufactured (mobile) homes; (5) mortgage loans on
multifamily residential properties under construction; (6) mortgage loans on
completed multifamily projects; (7) fixed-rate mortgage loans as to which
escrowed funds are used to reduce the borrower's monthly payments during the
early years of the mortgage loans ("buy down" mortgage loans); (8) mortgage
loans that provide for adjustments in payments based on periodic changes in
interest rates or in other payment terms of the mortgage loans; and (9)
mortgage backed serial notes.
Multiple Class Mortgage-Backed Securities. A fund may invest in multiple class
mortgage-backed securities including collateralized mortgage obligations (CMOs)
and real estate mortgage investment conduits (REMIC Certificates). These
securities may be issued by US government agencies and instrumentalities such
as Fannie Mae or Freddie Mac or by trusts formed by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage
bankers, commercial banks, insurance companies, investment banks and special
purpose subsidiaries of the foregoing. In general, CMOs are debt obligations of
a legal entity that are collateralized by a pool of mortgage loans or
mortgage-backed securities the payments on which are used to make payments on
the CMOs or multiple class mortgage-backed securities. REMIC Certificates
represent beneficial ownership interests in a REMIC trust, generally consisting
of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae guaranteed
mortgage-backed securities. To the extent that a CMO or REMIC Certificate is
collateralized by Ginnie Mae guaranteed mortgage-backed securities, holders of
the CMO or REMIC Certificate receive all interest and principal payments owed
on the mortgage pool, net of certain fees, regardless of whether the mortgagor
actually makes the payments, as a result of the GNMA guaranty, which is backed
by the full faith and credit of the US government. The obligations of Fannie
Mae or Freddie Mac under their respective guaranty of the REMIC Certificates
are obligations solely of Fannie Mae or Freddie Mac, respectively.
Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. These certificates are
obligations solely of Fannie Mae and are not backed by the full faith and
credit of the US government. In addition, Fannie Mae will be obligated to
distribute the principal balance of each class of REMIC Certificates in full,
whether or not sufficient funds are otherwise available.
Freddie Mac guarantees the timely payment of interest on Freddie Mac REMIC
Certificates and also guarantees the payment of principal as payments are
required to be made on the underlying mortgage participation certificates
(PCs). These certificates are obligations solely of Freddie Mac and are not
backed by the full faith and credit of the US government. PCs represent
undivided interests in specified level payment residential mortgages or
participations therein purchased by Freddie Mac and placed in a PC pool. With
respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or
deduction. Freddie Mac also guarantees timely payment of principal of certain
PCs.
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CMOs and REMIC Certificates are issued in multiple classes. Each class of CMOs
or REMIC Certificates, often referred to as a "tranche," is issued at a
specific adjustable or fixed interest rate and must be fully retired no later
than its final distribution date. Principal prepayments on the underlying
mortgage loans or the mortgage-backed securities underlying the CMOs or REMIC
Certificates may cause some or all of the classes of CMOs or REMIC Certificates
to be retired substantially earlier than their final distribution dates.
Generally, interest is paid or accrues on all classes of CMOs or REMIC
Certificates on a monthly basis.
The principal of and interest on the mortgage-backed securities may be
allocated among the several tranches in various ways. In certain structures
(known as sequential pay CMOs or REMIC Certificates), payments of principal,
including any principal prepayments, on the mortgage-backed securities
generally are applied to the classes of CMOs or REMIC Certificates in the order
of their respective final distribution dates. Thus, no payment of principal
will be made on any class of sequential pay CMOs or REMIC Certificates until
all other classes having an earlier final distribution date have been paid in
full. Additional structures of CMOs and REMIC Certificates include, among
others, "parallel pay" CMOs and REMIC Certificates. Parallel pay CMOs or REMIC
Certificates are those which are structured to apply principal payments and
prepayments of the mortgage-backed securities to two or more classes
concurrently on a proportionate or disproportionate basis. These simultaneous
payments are taken into account in calculating the final distribution date of
each class.
A wide variety of REMIC Certificates may be issued in parallel pay or
sequential pay structures. These securities include accrual certificates (Z
Bonds), which only accrue interest at a specified rate until all other
certificates having an earlier final distribution date have been retired and
are converted thereafter to an interest-paying security, and planned
amortization class (PAC) certificates, which are parallel pay REMIC
Certificates that generally require that specified amounts of principal be
applied on each payment date to one or more classes of REMIC Certificates (PAC
Certificates), even though all other principal payments and prepayments of the
mortgage-backed securities are then required to be applied to one or more other
classes of the PAC Certificates. The scheduled principal payments for the PAC
Certificates generally have the highest priority on each payment date after
interest due has been paid to all classes entitled to receive interest
currently. Shortfalls, if any, are added to the amount payable on the next
payment date. The PAC Certificate payment schedule is taken into account in
calculating the final distribution date of each class of PAC. In order to
create PAC tranches, one or more tranches generally must be created that absorb
most of the volatility in the underlying mortgage-backed securities. These
tranches tend to have market prices and yields that are much more volatile than
other PAC classes.
The prices of certain CMOs and REMIC Certificates, depending on their structure
and the rate of prepayments, may be volatile. Some CMOs may also not be as
liquid as other securities. In addition, the value of a CMO or REMIC
Certificate, including those collateralized by mortgage-backed securities
issued or guaranteed by US government agencies or instrumentalities, may be
affected by other factors, such as the availability of information concerning
the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the underlying assets, or the entities providing credit
enhancement. The value of these securities also can depend on the ability of
their servicers to service the underlying collateral and is, therefore, subject
to risks associated with servicers' performance, including mishandling of
documentation. A fund is permitted to invest in other types of mortgage-backed
securities that may be available in the future to the extent consistent with
its investment policies and objective.
Impact of Sub-Prime Mortgage Market. A fund may invest in mortgage-backed,
asset-backed and other fixed-income securities whose value and liquidity may be
adversely affected by the critical downturn in the sub-prime mortgage lending
market in the US. Sub-prime loans, which have higher interest rates, are made
to borrowers with low credit ratings or other factors that increase the risk of
default. Concerns about widespread defaults on sub-prime loans have also
created heightened volatility and turmoil in the general credit markets. As a
result, a fund's investments in certain fixed-income securities may decline in
value, their market value may be more difficult to determine, and a fund may
have more difficulty disposing of them.
MUNICIPAL LEASES, CERTIFICATES OF PARTICIPATION AND OTHER PARTICIPATION
INTERESTS. A municipal lease is an obligation in the form of a lease or
installment purchase contract that is issued by a state or local government to
acquire equipment and facilities. Income from such obligations is generally
exempt from state and local taxes in the state of issuance (as well as regular
Federal income tax). Municipal leases frequently involve special risks not
normally associated with general obligation or revenue bonds, such as
non-payment and the risk of bankruptcy of the issuer. Leases and installment
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purchase or conditional sale contracts (which normally provide for title to the
leased asset to pass eventually to the governmental issuer) have evolved as a
means for governmental issuers to acquire property and equipment without
meeting the constitutional and statutory requirements for the issuance of debt.
The debt issuance limitations are deemed to be inapplicable because of the
inclusion in many leases or contracts of "non-appropriation" clauses that
relieve the governmental issuer of any obligation to make future payments under
the lease or contract unless money is appropriated for such purpose by the
appropriate legislative body on a yearly or other periodic basis. Thus, a
fund's investment in municipal leases will be subject to the special risk that
the governmental issuer may not appropriate funds for lease payments.
In addition, such leases or contracts may be subject to the temporary abatement
of payments in the event the issuer is prevented from maintaining occupancy of
the leased premises or utilizing the leased equipment. Although the obligations
may be secured by the leased equipment or facilities, the disposition of the
property in the event of non-appropriation or foreclosure might prove
difficult, time consuming and costly, and result in an unsatisfactory or
delayed recoupment of a fund's original investment.
Certificates of participation represent undivided interests in municipal
leases, installment purchase contracts or other instruments. The certificates
are typically issued by a trust or other entity that has received an assignment
of the payments to be made by the state or political subdivision under such
leases or installment purchase contracts.
Certain municipal lease obligations and certificates of participation may be
deemed illiquid for the purpose of a fund's limitations on investments in
illiquid securities. Other municipal lease obligations and certificates of
participation acquired by a fund may be determined by the Advisor, pursuant to
guidelines adopted by the Board, to be liquid securities for the purpose of a
fund's limitation on investments in illiquid securities. In determining the
liquidity of municipal lease obligations and certificates of participation, the
Advisor will consider a variety of factors including: (1) dealer undertakings
to make a market in the security; (2) the number of dealers willing to purchase
or sell the obligation and the number of other potential buyers; (3) the
frequency of trades or quotes for the obligation; and (4) the nature of the
security and market for the security (i.e., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of the transfer.)
In addition, the Advisor will consider factors unique to particular lease
obligations and certificates of participation affecting the marketability
thereof. These include the general creditworthiness of the issuer, the
importance to the issuer of the property covered by the lease and the
likelihood that the marketability of the obligation will be maintained
throughout the time the obligation is held by a fund.
A fund may purchase participations in municipal securities held by a commercial
bank or other financial institution, provided the participation interest is
fully insured. Such participations provide a fund with the right to a pro rata
undivided interest in the underlying municipal securities. In addition, such
participations generally provide a fund with the right to demand payment, on
not more than seven days notice, of all or any part of a fund's participation
interest in the underlying municipal security, plus accrued interest.
Each participation is backed by an irrevocable letter of credit or guarantee of
the selling bank that the Advisor has determined meets the prescribed quality
standards of a fund. Therefore, either the credit of the issuer of the
municipal obligation or the selling bank, or both, will meet the quality
standards of the particular fund. A fund has the right to sell the
participation back to the bank after seven days' notice for the full principal
amount of a fund's interest in the municipal obligation plus accrued interest,
but only (i) as required to provide liquidity to a fund, (ii) to maintain a
high quality investment portfolio or (iii) upon a default under the terms of
the municipal obligation. The selling bank will receive a fee from a fund in
connection with the arrangement.
Participation interests in municipal securities are subject to the same general
risks as participation interests in bank loans, as described in the Bank Loans
section above. Such risks include credit risk, interest rate risk, and
liquidity risk, as well as the potential liability associated with being a
lender. If a fund purchases a participation, it may only be able to enforce its
rights through the participating lender, and may assume the credit risk of both
the lender and the borrower.
MUNICIPAL SECURITIES. Municipal obligations are issued by or on behalf of
states, territories and possessions of the United States and their political
subdivisions, agencies and instrumentalities and the District of Columbia to
obtain funds for various public purposes. The interest on these obligations is
generally exempt from regular federal income
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tax in the hands of most investors. The two principal classifications of
municipal obligations are "notes" and "bonds." Municipal notes and bonds have
different maturities and a fund may acquire "notes" and "bonds" with maturities
that meets its particular investment policies and restrictions set forth in its
prospectus.
Municipal notes are generally used to provide for short-term capital needs.
Municipal notes include: Tax Anticipation Notes, Revenue Anticipation Notes,
Bond Anticipation Notes, and Construction Loan Notes. Tax Anticipation Notes
are sold to finance working capital needs of municipalities. They are generally
payable from specific tax revenues expected to be received at a future date,
such as income, sales, property, use and business taxes. Revenue Anticipation
Notes are issued in expectation of receipt of other types of revenue, such as
federal revenues available under federal revenue sharing programs. Bond
Anticipation Notes are sold to provide interim financing until long-term bond
financing can be arranged. In most cases, the long-term bonds provide the funds
needed for the repayment of the notes. Construction Loan Notes are sold to
provide construction financing. After the projects are successfully completed
and accepted, many projects receive permanent financing through the Federal
Housing Administration under Fannie Mae (Federal National Mortgage Association)
or Ginnie Mae (Government National Mortgage Association). These notes are
secured by mortgage notes insured by the Federal Housing Authority; however,
the proceeds from the insurance may be less than the economic equivalent of the
payment of principal and interest on the mortgage note if there has been a
default. The obligations of an issuer of municipal notes are generally secured
by the anticipated revenues from taxes, grants or bond financing. An investment
in such instruments, however, presents a risk that the anticipated revenues
will not be received or that such revenues will be insufficient to satisfy the
issuer's payment obligations under the notes or that refinancing will be
otherwise unavailable. There are, of course, a number of other types of notes
issued for different purposes and secured differently from those described
above.
Municipal bonds, which meet longer-term capital needs and generally have
maturities of more than one year when issued, have two principal
classifications: "general obligation" bonds and "revenue" bonds. Issuers of
general obligation bonds include states, counties, cities, towns and regional
districts. The proceeds of these obligations are used to fund a wide range of
public projects including the construction or improvement of schools, highways
and roads, water and sewer systems and a variety of other public purposes. The
basic security behind general obligation bonds is the issuer's pledge of its
full faith, credit, and taxing power for the payment of principal and interest.
The taxes that can be levied for the payment of debt service may be limited or
unlimited as to rate, amount or special assessments.
The principal security for a revenue bond is generally the net revenues derived
from a particular facility or group of facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source. Revenue bonds
have been issued to fund a wide variety of capital projects including:
electric, gas, water and sewer systems; highways, bridges and tunnels; port and
airport facilities; colleges and universities; and hospitals. Although the
principal security behind these bonds varies widely, many provide additional
security in the form of a debt service reserve fund whose monies may also be
used to make principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security including partially
or fully-insured, rent-subsidized or collateralized mortgages, and the net
revenues from housing or other public projects. In addition to a debt service
reserve fund, some authorities provide further security in the form of a
state's ability (without obligation) to make up deficiencies in the debt
reserve fund. Lease rental bonds issued by a state or local authority for
capital projects are secured by annual lease rental payments from the state or
locality to the authority sufficient to cover debt service on the authority's
obligations.
Some issues of municipal bonds are payable from United States Treasury bonds
and notes or agency obligations held in escrow by a trustee, frequently a
commercial bank. The interest and principal on these US Government securities
are sufficient to pay all interest and principal requirements of the municipal
securities when due. Some escrowed Treasury securities are used to retire
municipal bonds at their earliest call date, while others are used to retire
municipal bonds at their maturity.
Adverse political and economic conditions and developments affecting any
territory or Commonwealth of the US may, in turn, negatively affect the value
of the fund's holdings in such obligations. In recent years, Puerto Rico has
experienced a recession and difficult economic conditions, which may negatively
affect the value of the fund's holdings in Puerto Rico municipal obligations.
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Securities purchased for a fund may include variable/floating rate instruments,
variable mode instruments, put bonds, and other obligations which have a
specified maturity date but also are payable before maturity after notice by
the holder (demand obligations). Demand obligations are considered for a fund's
purposes to mature at the demand date.
In addition, there are a variety of hybrid and special types of municipal
obligations as well as numerous differences in the security of municipal
obligations both within and between the two principal classifications (i.e.,
notes and bonds) discussed above.
An entire issue of municipal securities may be purchased by one or a small
number of institutional investors such as a fund. Thus, such an issue may not
be said to be publicly offered. Unlike the equity securities of operating
companies or mutual funds which must be registered under the 1933 Act prior to
offer and sale unless an exemption from such registration is available,
municipal securities, whether publicly or privately offered, may nevertheless
be readily marketable. A secondary market exists for municipal securities which
have been publicly offered as well as securities which have not been publicly
offered initially but which may nevertheless be readily marketable. Municipal
securities purchased for a fund are subject to the limitations on holdings of
securities which are not readily marketable based on whether it may be sold in
a reasonable time consistent with the customs of the municipal markets (usually
seven days) at a desirable price (or interest rate). A fund believes that the
quality standards applicable to its investments enhance marketability. In
addition, stand-by commitments, participation interests and demand obligations
also enhance marketability.
Provisions of the federal bankruptcy statutes relating to the adjustment of
debts of political subdivisions and authorities of states of the US provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or
consent of creditors, which proceedings could result in material and adverse
modification or alteration of the rights of holders of obligations issued by
such subdivisions or authorities.
Litigation challenging the validity under state constitutions of present
systems of financing public education has been initiated or adjudicated in a
number of states, and legislation has been introduced to effect changes in
public school finances in some states. In other instances there has been
litigation challenging the issuance of pollution control revenue bonds or the
validity of their issuance under state or federal law which litigation could
ultimately affect the validity of those municipal securities or the tax-free
nature of the interest thereon.
In some cases, municipalities may issue bonds relying on proceeds from
litigation settlements. These bonds may be further secured by debt service
reserve funds established at the time the bonds were issued. Bonds that are
supported in whole or in part by expected litigation proceeds are subject to
the risk that part or all of the expected proceeds may not be received. For
example, a damage award could be overturned or reduced by a court, or the terms
of a settlement or damage award may allow for reduced or discontinued payments
if certain conditions are met. As a result, bonds that rely on proceeds from
litigation settlements are subject to an increased risk of nonpayment or
default.
On August 2, 2011, President Obama signed the Budget Control Act of 2011, which
requires the federal government to reduce expenditures by over $2 trillion over
the next ten years. Since the specifics of the federal reductions have yet to
be identified, a detailed assessment of the impact on states cannot be made.
Insured Municipal Securities. A fund may purchase municipal securities that are
insured under policies issued by certain insurance companies. Insured municipal
securities typically receive a higher credit rating which means that the issuer
of the securities pays a lower interest rate. In purchasing such insured
securities, the Advisor gives consideration both to the insurer and to the
credit quality of the underlying issuer. The insurance reduces the credit risk
for a particular municipal security by supplementing the creditworthiness of
the underlying bond and provides additional security for payment of the
principal and interest of a municipal security. Certain of the insurance
companies that provide insurance for municipal securities provide insurance for
other types of securities, including some involving subprime mortgages. The
value of subprime mortgage securities has declined recently and some may
default, increasing a bond insurer's risk of having to make payments to holders
of subprime mortgage securities. Because of this risk, the ratings of some
insurance companies have been, or may be, downgraded and it is possible that an
insurance company may become insolvent. If an insurance company's rating is
downgraded or the company becomes insolvent, the prices of municipal securities
insured by the insurance company may decline.
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Letters of Credit. Municipal obligations, including certificates of
participation, commercial paper and other short-term obligations may be backed
by an irrevocable letter of credit of a bank which assumes the obligation for
payment of principal and interest in the event of default by the issuer.
Pre-Refunded Municipal Securities. Pre-refunded municipal securities are
subject to interest rate risk, market risk and limited liquidity. The principal
of and interest on municipal securities that have been pre-refunded are no
longer paid from the original revenue source for the securities. Instead, after
pre-refunding of the principal of and interest on these securities are
typically paid from an escrow fund consisting of obligations issued or
guaranteed by the US Government. The assets in the escrow fund are derived from
the proceeds of refunding bonds issued by the same issuer as the pre-refunded
municipal securities. Issuers of municipal securities use this advance
refunding technique to obtain more favorable terms with respect to securities
that are not yet subject to call or redemption by the issuer. For example,
advance refunding enables an issuer to refinance debt at lower market interest
rates, restructure debt to improve cash flow or eliminate restrictive covenants
in the indenture or other governing instrument for the pre-refunded municipal
securities. However, except for a change in the revenue source from which
principal and interest payments are made, the pre-refunded municipal securities
remain outstanding on their original terms until they mature or are redeemed by
the issuer. Pre-refunded municipal securities are usually purchased at a price
which represents a premium over their face value.
MUNICIPAL TRUST RECEIPTS. Municipal trust receipts (MTRs) are sometimes called
municipal asset-backed securities, floating rate trust certificates, or
municipal securities trust receipts. MTRs are typically structured by a bank,
broker-dealer or other financial institution by depositing municipal securities
into a trust or partnership, coupled with a conditional right to sell, or put,
the holder's interest in the underlying securities at par plus accrued interest
to a financial institution. MTRs may be issued as fixed or variable rate
instruments. These trusts are organized so that the purchaser of the MTR would
be considered to be investing for federal income tax purposes in the underlying
municipal securities. This structure is intended to allow the federal income
tax exempt status of interest generated by the underlying asset to pass through
to the purchaser. A fund's investments in MTRs are subject to similar risks as
other investments in municipal debt obligations, including interest rate risk,
credit risk, prepayment risk and security selection risk. Additionally,
investments in MTRs raise certain tax issues that may not be presented by
direct investments in municipal bonds. There is some risk that certain legal
issues could be resolved in a manner that could adversely affect the
performance of a fund or shareholder investment returns. The Advisor expects
that it would invest in MTRs for which a legal opinion has been given to the
effect that the income from an MTR is tax-exempt for federal income tax
purposes to the same extent as the underlying bond(s), although it is possible
that the IRS will take a different position and there is a risk that the
interest paid on such MTRs would be deemed taxable.
OBLIGATIONS OF BANKS AND OTHER FINANCIAL INSTITUTIONS. A fund may invest in US
dollar-denominated fixed rate or variable rate obligations of US or foreign
financial institutions, including banks. Obligations of domestic and foreign
financial institutions in which a fund may invest include (but are not limited
to) certificates of deposit, bankers' acceptances, bank time deposits,
commercial paper, and other US dollar-denominated instruments issued or
supported by the credit of US or foreign financial institutions, including
banks, commercial and savings banks, savings and loan associations and other
institutions.
Certificates of deposit are negotiable certificates evidencing the obligations
of a bank to repay funds deposited with it for a specified period of time.
Banker's acceptances are credit instruments evidencing the obligations of a
bank to pay a draft drawn on it by a customer. These instruments reflect the
obligation both of the bank and of the drawer to pay the face amount of the
instrument upon maturity. Time deposits are non-negotiable deposits maintained
in a banking institution for a specified period of time at a stated interest
rate. Time deposits that may be held by a fund will not benefit from insurance
from the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation. Fixed time deposits
may be withdrawn on demand, but may be subject to early withdrawal penalties
that vary with market conditions and the remaining maturity of the obligation.
Obligations of foreign branches of US banks and foreign banks may be general
obligations of the parent bank in addition to the issuing bank or may be
limited by the terms of a specific obligation and by government regulation.
Investments in obligations of foreign banks may entail risks that are different
in some respects from those of investments in obligations of US domestic banks
because of differences in political, regulatory and economic systems and
conditions. These
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risks include the possibility that these obligations may be less marketable
than comparable obligations of United States banks, and the selection of these
obligations may be more difficult because there may be less publicly available
information concerning foreign banks. Other risks include future political and
economic developments, currency blockage, the possible imposition of
withholding taxes on interest payments, possible seizure or nationalization of
foreign deposits, difficulty or inability to pursue legal remedies and obtain
or enforce judgments in foreign courts, possible establishment of exchange
controls or the adoption of other foreign governmental restrictions that might
affect adversely the payment of principal and interest on bank obligations.
Foreign branches of US banks and foreign banks may also be subject to less
stringent reserve requirements and to different accounting, auditing, reporting
and record keeping standards than those applicable to domestic branches of US
banks.
PARTICIPATION INTERESTS. A fund may purchase from financial institutions
participation interests in securities in which a fund may invest. A
participation interest gives a fund an undivided interest in the security in
the proportion that a fund's participation interest bears to the principal
amount of the security. These instruments may have fixed, floating or variable
interest rates. For certain participation interests, a fund will have the right
to demand payment, on not more than seven days' notice, for all or any part of
a fund's participation interests in the security, plus accrued interest. As to
these instruments, a fund generally intends to exercise its right to demand
payment only upon a default under the terms of the security.
PREFERRED STOCK. Preferred stock is an equity security, but possesses certain
attributes of debt securities. Holders of preferred stock normally have the
right to receive dividends at a fixed rate when and as declared by the issuer's
board of directors, but do not otherwise participate in amounts available for
distribution by the issuing corporation. Dividends on preferred stock may be
cumulative, and, in such cases, all cumulative dividends usually must be paid
prior to dividend payments to common stockholders. Preferred stock has a
preference (i.e., ranks higher) in liquidation (and generally dividends) over
common stock, but is subordinated (i.e., ranks lower) in liquidation to fixed
income securities. Because of this preference, preferred stocks generally
entail less risk than common stocks. As a general rule, the market value of
preferred stocks with fixed dividend rates and no conversion rights moves
inversely with interest rates and perceived credit risk, with the price
determined by the dividend rate. Some preferred stocks are convertible into
other securities (e.g., common stock) at a fixed price and ratio or upon the
occurrence of certain events. The market price of convertible preferred stocks
generally reflects an element of conversion value. Because many preferred
stocks lack a fixed maturity date, these securities generally fluctuate
substantially in value when interest rates change; such fluctuations often
exceed those of long-term bonds of the same issuer. Some preferred stocks pay
an adjustable dividend that may be based on an index, formula, auction
procedure or other dividend rate reset mechanism. In the absence of credit
deterioration, adjustable rate preferred stocks tend to have more stable market
values than fixed rate preferred stocks.
All preferred stocks are also subject to the same types of credit risks as
corporate bonds. In addition, because preferred stock is subordinate to debt
securities and other obligations of an issuer, deterioration in the credit
rating of the issuer will cause greater changes in the value of a preferred
stock than in a more senior debt security with similar yield characteristics.
Preferred stocks may be rated by the Standard & Poor's Rating Services (S&P)
and Moody's Investors Service, Inc. (Moody's) although there is no minimum
rating which a preferred stock must have to be an eligible investment for a
fund.
In summary, there are a number of special risks associated with investing in
preferred stocks, including:
Credit and Subordination Risk. Credit risk is the risk that a preferred stock
in a fund's portfolio will decline in price or the issuer of the preferred
stock will fail to make dividend, interest, or principal payments when due
because the issuer experiences a decline in its financial status. As noted
above, preferred stocks are generally subordinated to bonds and other debt
instruments in a company's capital structure in terms of having priority to
corporate income, claims to corporate assets, and liquidation payments and,
therefore, will be subject to greater credit risk than more senior debt
instruments.
Interest Rate Risk. Interest rate risk is the risk that a preferred stock will
decline in value because of changes in market interest rates. As described
above, when market interest rates rise, the market value of a preferred stock
generally will generally fall. Preferred stocks with longer periods before
maturity may be more sensitive to interest rate changes.
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Deferral and Omission Risk. Preferred stocks may have provisions that permit
the issuer, at its discretion, to defer or omit distributions for a stated
period without any adverse consequences to the issuer. In certain cases,
deferring or omitting distributions may be mandatory. If a fund owns a
preferred stock that is deferring its distributions, the fund may be required
to report income for tax purposes although it has not yet received such income.
Call, Reinvestment, and Income Risk. During periods of declining interest
rates, an issuer may be able to exercise an option to redeem its outstanding
preferred stock at par earlier than scheduled, which is generally known as call
risk. If this occurs, a fund may be forced to reinvest in lower yielding
securities. This is known as reinvestment risk. Preferred stocks frequently
have call features that allow the issuer to repurchase the stock prior to its
stated maturity. An issuer may redeem an obligation if the issuer can refinance
the obligation at a lower cost due to declining interest rates or an
improvement in the credit standing of the issuer, or in the event of regulatory
changes affecting the capital treatment of its outstanding preferred stock.
Another risk associated with a declining interest rate environment is that the
income from a fund's portfolio may decline over time when the fund invests the
proceeds from share sales at market interest rates that are below the
portfolio's current earnings rate.
Liquidity Risk. Certain preferred stocks may be substantially less liquid than
many other stocks, such as common stocks or US Government securities. Illiquid
preferred stocks involve the risk that the stock may not be able to be sold at
the time desired by a fund or at prices approximating the value at which the
fund is carrying the stock on its books.
Limited Voting Rights Risk. Generally, traditional preferred stocks offer no
voting rights with respect to the issuer unless preferred dividends have been
in arrears for a specified number of periods, at which time the preferred stock
holders may elect a number of directors to the issuer's board. Generally, once
all the arrearages have been paid, the preferred stock holders no longer have
voting rights.
Special Redemption Rights Risk. In certain varying circumstances, an issuer of
preferred stock may redeem the stock prior to a specified date. For instance,
for certain types of preferred stocks, a redemption may be triggered by a
change in US federal income tax or securities laws. As with call provisions, a
redemption by the issuer may negatively impact the return of the preferred
stock held by a fund.
Lastly, dividends from certain preferred stocks may not be eligible for the
corporate dividends-received deduction or for treatment.
PRIVATE ACTIVITY BONDS. Certain types of municipal securities, generally
referred to as industrial development bonds (and referred to under current tax
law as private activity bonds), are issued by or on behalf of public
authorities to obtain funds for privately-operated housing facilities, airport,
mass transit or port facilities, sewage disposal, solid waste disposal or
hazardous waste treatment or disposal facilities and certain local facilities
for water supply, gas or electricity. Other types of industrial development
bonds, the proceeds of which are used for the construction, equipment, repair
or improvement of privately operated industrial or commercial facilities, may
constitute municipal securities, although the current federal tax laws place
substantial limitations on the size of such issues. The interest from certain
private activity bonds owned by a fund (including a fund's distributions
attributable to such interest) may be a preference item for purposes of the
alternative minimum tax. The credit quality of such bonds depends upon the
ability of the user of the facilities financed by the bonds and any guarantor
to meet its financial obligations.
PRIVATIZED ENTERPRISES. A fund may invest in foreign securities which may
include securities issued by enterprises that have undergone or are currently
undergoing privatization. The governments of certain foreign countries have, to
varying degrees, embarked on privatization programs contemplating the sale of
all or part of their interests in state enterprises. A fund's investments in
the securities of privatized enterprises may include privately negotiated
investments in a government or state-owned or controlled company or enterprise
that has not yet conducted an initial equity offering, investments in the
initial offering of equity securities of a state enterprise or former state
enterprise and investments in the securities of a state enterprise following
its initial equity offering.
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In certain jurisdictions, the ability of foreign entities, such as a fund, to
participate in privatizations may be limited by local law, or the price or
terms on which a fund may be able to participate may be less advantageous than
for local investors. Moreover, there can be no assurance that governments that
have embarked on privatization programs will continue to divest their ownership
of state enterprises, that proposed privatizations will be successful or that
governments will not re-nationalize enterprises that have been privatized.
In the case of the enterprises in which a fund may invest, large blocks of the
stock of those enterprises may be held by a small group of stockholders, even
after the initial equity offerings by those enterprises. The sale of some
portion or all of those blocks could have an adverse effect on the price of the
stock of any such enterprise.
Prior to making an initial equity offering, most state enterprises or former
state enterprises go through an internal reorganization of management. Such
reorganizations are made in an attempt to better enable these enterprises to
compete in the private sector. However, certain reorganizations could result in
a management team that does not function as well as an enterprise's prior
management and may have a negative effect on such enterprise. In addition, the
privatization of an enterprise by its government may occur over a number of
years, with the government continuing to hold a controlling position in the
enterprise even after the initial equity offering for the enterprise.
Prior to privatization, most of the state enterprises in which a fund may
invest enjoy the protection of and receive preferential treatment from the
respective sovereigns that own or control them. After making an initial equity
offering, these enterprises may no longer have such protection or receive such
preferential treatment and may become subject to market competition from which
they were previously protected. Some of these enterprises may not be able to
operate effectively in a competitive market and may suffer losses or experience
bankruptcy due to such competition.
PUT BONDS. A fund may invest in "put" bonds (including securities with variable
interest rates) that may be sold back to the issuer of the security at face
value at the option of the holder prior to their stated maturity. The option to
"put" the bond back to the issuer before the stated final maturity can cushion
the price decline of the bond in a rising interest rate environment. However,
the premium paid, if any, for an option to put will have the effect of reducing
the yield otherwise payable on the underlying security.
REAL ESTATE INVESTMENT TRUSTS (REITS). A REIT invests primarily in
income-producing real estate or makes loans to persons involved in the real
estate industry. REITs are sometimes informally categorized into equity REITs,
mortgage REITs and hybrid REITs. Equity REITs buy real estate and pay investors
income from the rents received from the real estate owned by the REIT and from
any profits on the sale of its properties. Mortgage REITs lend money to
building developers and other real estate companies and pay investors income
from the interest paid on those loans. Hybrid REITs engage in both owning real
estate and making loans. Investment in REITs may subject a fund to risks
associated with the direct ownership of real estate, such as decreases in real
estate values, delays in completion of construction, overbuilding, increased
competition and other risks related to local or general economic conditions,
increases in operating costs and property taxes, changes in zoning laws,
casualty or condemnation losses, possible environmental liabilities, regulatory
limitations on rent and fluctuations in rental income. Equity REITs generally
experience these risks directly through fee or leasehold interests, whereas
mortgage REITs generally experience these risks indirectly through mortgage
interests, unless the mortgage REIT forecloses on the underlying real estate.
Changes in interest rates may also affect the value of a fund's investment in
REITs. For instance, during periods of declining interest rates, certain
mortgage REITs may hold mortgages that the mortgagors elect to prepay, which
prepayment may diminish the yield on securities issued by those REITs.
Certain REITs have relatively small market capitalizations, which may tend to
increase the volatility of the market price of their securities. Furthermore,
REITs are dependent upon specialized management skills, have limited
diversification and are, therefore, subject to risks inherent in operating and
financing a limited number of projects. REITs are also subject to heavy cash
flow dependency, defaults by borrowers or lessees and the possibility of
failing to qualify for tax-free pass-through of income under the Code, and to
maintain exemption from the registration requirements of the 1940 Act. By
investing in REITs indirectly through a fund, a shareholder will bear not only
his or her proportionate share of the expenses of a fund, but also, indirectly,
similar expenses of the REITs. In addition, REITs depend generally on their
ability to generate cash flow to make distributions to shareholders.
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REPURCHASE AGREEMENTS. A fund may invest in repurchase agreements pursuant to
its investment guidelines. In a repurchase agreement, a fund acquires ownership
of a security (Obligation) and simultaneously commits to resell that security
to the seller, typically a bank or broker/dealer, at a specified time and
price.
A repurchase agreement provides a means for a fund to earn income on funds for
periods as short as overnight. The repurchase price may be higher than the
purchase price, the difference being income to a fund, or the purchase and
repurchase prices may be the same, with interest at a stated rate due to a fund
together with the repurchase price upon repurchase. In either case, the income
to a fund is unrelated to the interest rate on the Obligation itself.
Obligations will be held by the custodian or in the Federal Reserve Book Entry
System.
It is not clear whether a court would consider the Obligation purchased by a
fund subject to a repurchase agreement as being owned by a fund or as being
collateral for a loan by a fund to the seller. In the event of the commencement
of bankruptcy or insolvency proceedings with respect to the seller of the
Obligation before repurchase of the Obligation under a repurchase agreement, a
fund may encounter delay and incur costs before being able to sell the
security. Delays may involve loss of interest or decline in price of the
Obligation. If the court characterizes the transaction as a loan and a fund has
not perfected a security interest in the Obligation, a fund may be required to
return the Obligation to the seller's estate and be treated as an unsecured
creditor of the seller. As an unsecured creditor, a fund would be at risk of
losing some or all of the principal and income involved in the transaction. As
with any unsecured debt obligation purchased for a fund, the Advisor seeks to
reduce the risk of loss through repurchase agreements by analyzing the
creditworthiness of the obligor, in this case the seller of the Obligation.
Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the seller may fail to repurchase the Obligation, in which case a
fund may incur a loss if the proceeds to a fund of the sale to a third party
are less than the repurchase price. However, if the market value (including
interest) of the Obligation subject to the repurchase agreement becomes less
than the repurchase price (including interest), a fund will direct the seller
of the Obligation to deliver additional securities so that the market value
(including interest) of all securities subject to the repurchase agreement will
equal or exceed the repurchase price.
REVERSE REPURCHASE AGREEMENTS. A fund may enter into "reverse repurchase
agreements," which are repurchase agreements in which a fund, as the seller of
the securities, agrees to repurchase such securities at an agreed time and
price. Under a reverse repurchase agreement, a fund continues to receive any
principal and interest payments on the underlying security during the term of
the agreement. A fund segregates assets in an amount at least equal to its
obligation under outstanding reverse repurchase agreements. Such transactions
may increase fluctuations in the market value of fund assets and its yield.
SECURITIES AS A RESULT OF EXCHANGES OR WORKOUTS. Consistent with a fund's
investment objectives, policies and restrictions, a fund may hold various
instruments received in an exchange or workout of a distressed security (i.e.,
a low-rated debt security that is in default or at risk of becoming in
default). Such instruments may include, but are not limited to, equity
securities, warrants, rights, participation interests in sales of assets and
contingent-interest obligations.
SECURITIES WITH PUT RIGHTS. The right of a fund to exercise a put is
unconditional and unqualified. A put is not transferable by a fund, although a
fund may sell the underlying securities to a third party at any time. If
necessary and advisable, a fund may pay for certain puts either separately in
cash or by paying a higher price for portfolio securities that are acquired
subject to such a put (thus reducing the yield to maturity otherwise available
for the same securities).
The ability of a fund to exercise a put will depend on the ability of a
counterparty to pay for the underlying securities at the time the put is
exercised. In the event that a counterparty should default on its obligation to
repurchase an underlying security, a fund might be unable to recover all or a
portion of any loss sustained from having to sell the security elsewhere.
The acquisition of a put will not affect the valuation by a fund of the
underlying security. The actual put will be valued at zero in determining net
asset value of a fund. Where a fund pays directly or indirectly for a put, its
cost will be reflected in realized gain or loss when the put is exercised or
expires. If the value of the underlying security increases, the potential for
unrealized or realized gain is reduced by the cost of the put.
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SHORT SALES. When a fund takes a long position, it purchases a stock outright.
When a fund takes a short position, it sells at the current market price a
stock it does not own but has borrowed in anticipation that the market price of
the stock will decline. To complete, or close out, the short sale transaction,
a fund buys the same stock in the market and returns it to the lender. The
price at such time may be more or less than the price at which the security was
sold by a fund. Until the security is replaced, a fund is required to pay the
lender amounts equal to any dividends or interest, which accrue during the
period of the loan. To borrow the security, a fund may also be required to pay
a premium, which would increase the cost of the security sold. The proceeds of
the short sale will be retained by the broker, to the extent necessary to meet
the margin requirements, until the short position is closed out. A fund makes
money when the market price of the borrowed stock goes down and a fund is able
to replace it for less than it earned by selling it short. Alternatively if the
price of the stock goes up after the short sale and before the short position
is closed, a fund will lose money because it will have to pay more to replace
the borrowed stock than it received when it sold the stock short.
A fund may not always be able to close out a short position at a particular
time or at an acceptable price. A lender may request that the borrowed
securities be returned to it on short notice, and a fund may have to buy the
borrowed securities at an unfavorable price. If this occurs at a time that
other short sellers of the same security also want to close out their
positions, a "short squeeze" can occur. A short squeeze occurs when demand is
greater than supply for the stock sold short. A short squeeze makes it more
likely that a fund will have to cover its short sale at an unfavorable price.
If that happens, a fund will lose some or all of the potential profit from, or
even incur a loss as a result of, the short sale.
Until a fund closes its short position or replaces the borrowed security, a
fund will designate liquid assets it owns (other than the short sales proceeds)
as segregated assets to the books of the broker and/or its custodian in an
amount equal to its obligation to purchase the securities sold short, as
required by the 1940 Act. The amount segregated in this manner will be
increased or decreased each business day equal to the change in market value of
a fund's obligation to purchase the security sold short. If the lending broker
requires a fund to deposit additional collateral (in addition to the short
sales proceeds that the broker holds during the period of the short sale),
which may be as much as 50% of the value of the securities sold short, the
amount of the additional collateral may be deducted in determining the amount
of cash or liquid assets a fund is required to segregate to cover the short
sale obligation pursuant to the 1940 Act. The amount segregated must be
unencumbered by any other obligation or claim than the obligation that is being
covered. A fund believes that short sale obligations that are covered, either
by an offsetting asset or right (acquiring the security sold short or having an
option to purchase the security sold short at exercise price that covers the
obligation), or by a fund's segregated asset procedures (or a combination
thereof), are not senior securities under the 1940 Act and are not subject to a
fund's borrowing restrictions. This requirement to segregate assets limits a
fund's leveraging of its investments and the related risk of losses from
leveraging. A fund also is required to pay the lender of the security any
dividends or interest that accrues on a borrowed security during the period of
the loan. Depending on the arrangements made with the broker or custodian, a
fund may or may not receive any payments (including interest) on collateral it
has deposited with the broker.
Short sales involve the risk that a fund will incur a loss by subsequently
buying a security at a higher price than the price at which a fund previously
sold the security short. Any loss will be increased by the amount of
compensation, interest or dividends, and transaction costs a fund must pay to a
lender of the security. In addition, because a fund's loss on a short sale
stems from increases in the value of the security sold short, the extent of
such loss, like the price of the security sold short, is theoretically
unlimited. By contrast, a fund's loss on a long position arises from decreases
in the value of the security held by a fund and therefore is limited by the
fact that a security's value cannot drop below zero.
The use of short sales, in effect, leverages a fund's portfolio, which could
increase a fund's exposure to the market, magnify losses and increase the
volatility of returns.
Although a fund's share price may increase if the securities in its long
portfolio increase in value more than the securities underlying its short
positions, a fund's share price may decrease if the securities underlying its
short positions increase in value more than the securities in its long
portfolio.
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In addition, a fund's short selling strategies may limit its ability to fully
benefit from increases in the equity markets. Also, there is the risk that the
counterparty to a short sale may fail to honor its contractual terms, causing a
loss to a fund. The SEC and other (including non-US) regulatory authorities
have imposed, and may in the future impose, restrictions on short selling,
either on a temporary or permanent basis, which may include placing limitations
on specific companies and/or industries with respect to which a fund may enter
into short positions. Any such restrictions may hinder a fund in, or prevent it
from, fully implementing its investment strategies, and may negatively affect
performance.
SHORT SALES AGAINST THE BOX. A fund may make short sales of common stocks if,
at all times when a short position is open, a fund owns the stock or owns
preferred stocks or debt securities convertible or exchangeable, without
payment of further consideration, into the shares of common stock sold short.
Short sales of this kind are referred to as short sales "against the box." The
broker/dealer that executes a short sale generally invests cash proceeds of the
sale until they are paid to a fund. Arrangements may be made with the
broker/dealer to obtain a portion of the interest earned by the broker on the
investment of short sale proceeds. A fund will segregate the common stock or
convertible or exchangeable preferred stock or debt securities in a special
account with the custodian. Uncertainty regarding the tax effects of short
sales of appreciated investments may limit the extent to which a fund may enter
into short sales against the box. A fund will incur transaction costs in
connection with short sales against the box.
SHORT-TERM SECURITIES. In order to meet anticipated redemptions, to hold
pending the purchase of additional securities for a fund's portfolio, or, in
some cases, for temporary defensive purposes, a fund may invest a portion (up
to 100%) of its assets in money market and other short-term securities. When a
fund is invested for temporary defensive purposes, it may not achieve or pursue
its investment objective.
Examples of short-term securities include:
o Securities issued or guaranteed by the US government and its agencies and
instrumentalities;
o Commercial paper;
o Certificates of deposit and euro dollar certificates of deposit;
o Bankers' acceptances;
o Short-term notes, bonds, debentures or other debt instruments; and
o Repurchase agreements.
SMALL COMPANIES. The Advisor believes that many small companies often may have
sales and earnings growth rates that exceed those of larger companies, and that
such growth rates may, in turn, be reflected in more rapid share price
appreciation over time. Investing in smaller company stocks, however, involves
greater risk than is customarily associated with investing in larger, more
established companies. For example, smaller companies can have limited product
lines, markets, or financial and managerial resources. Smaller companies may
also be dependent on one or a few key persons, and may be more susceptible to
losses and risks of bankruptcy. Also, the securities of smaller companies may
be thinly traded (and therefore have to be sold at a discount from current
market prices or sold in small lots over an extended period of time or their
stock values may fluctuate more sharply than other securities). Transaction
costs in smaller company stocks may be higher than those of larger companies.
SOVEREIGN DEBT. Investments in sovereign debt can involve a high degree of
risk. The governmental entity that controls the repayment of sovereign debt may
not be able or willing to repay the principal and/or interest when due in
accordance with the terms of such debt. A governmental entity's willingness or
ability to repay principal and interest due in a timely manner may be affected
by, among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a payment
is due, the relative size of the debt service burden to the economy as a whole,
the governmental entity's policy toward the International Monetary Fund, and
the political constraints to which a governmental entity may be subject.
Governmental entities may also be dependent on expected disbursements from
foreign governments, multilateral agencies and others abroad to reduce
principal and interest
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arrearages on their debt. The commitment on the part of these governments,
agencies and others to make such disbursements may be conditioned on a
governmental entity's implementation of economic reforms and/or economic
performance and the timely service of such debtor's obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may result in the cancellation of such third
parties' commitments to lend funds to the governmental entity, which may
further impair such debtor's ability or willingness to service its debts in a
timely manner. Consequently, governmental entities may default on their
sovereign debt. Holders of sovereign debt may be requested to participate in
the rescheduling of such debt and to extend further loans to governmental
entities. There is no reliable bankruptcy proceeding by which sovereign debt on
which governmental entities have defaulted may be collected in whole or in
part.
SPECIAL INFORMATION CONCERNING MASTER-FEEDER FUND STRUCTURE. The following
applies to the extent that the fund employs the master-feeder fund structure.
Unlike other open-end management investment companies (mutual funds) which
directly acquire and manage their own portfolio securities, a fund seeks to
achieve its investment objective by investing substantially all of its assets
in a master portfolio (Portfolio), a separate registered investment company
with the same investment objective as a fund. Therefore, an investor's interest
in the Portfolio's securities is indirect. In addition to selling a beneficial
interest to a fund, the Portfolio may sell beneficial interests to other mutual
funds, investment vehicles or institutional investors. Such investors will
invest in the Portfolio on the same terms and conditions and will pay a
proportionate share of the Portfolio's expenses. However, the other investors
investing in the Portfolio are not required to sell their shares at the same
public offering price as a fund due to variations in sales commissions and
other operating expenses. Therefore, investors in a fund should be aware that
these differences may result in differences in returns experienced by investors
in the different funds that invest in the Portfolio. Such differences in
returns are also present in other mutual fund structures.
Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large
fund withdraws from the Portfolio, the remaining funds may experience higher
pro rata operating expenses, thereby producing lower returns (however, this
possibility exists as well for traditionally structured funds which have large
institutional investors). Also, the Portfolio may be required to sell
investments at a price or time not advantageous to the Portfolio in order to
meet such a redemption. Additionally, the Portfolio may become less diverse,
resulting in increased portfolio risk. Also, funds with a greater pro rata
ownership in the Portfolio could have effective voting control of the
operations of the Portfolio. Whenever a fund is requested to vote on a matter
pertaining to the Portfolio, the fund will vote its interests in the Portfolio
without a meeting of shareholders of the fund if the proposal is one that would
not require the vote of shareholders of the fund as long as such action is
permissible under applicable statutory and regulatory requirements. In
addition, whenever the fund is required to vote on a particular matter relating
to the Portfolio, the fund will hold a meeting of the shareholders of the fund
and, at the meeting of the investors of the Portfolio, will cast its vote in
the same proportion as the votes of the fund's shareholders even if all the
fund's shareholders did not vote.
Certain changes in the Portfolio's investment objectives, policies or
restrictions may require a fund to withdraw its interest in the Portfolio. Any
such withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, a fund could incur brokerage, tax or other charges
in converting the securities to cash. In addition, the distribution in kind may
result in a less diversified portfolio of investments or adversely affect the
liquidity of a fund. Notwithstanding the above, there are other means for
meeting redemption requests, such as borrowing.
A fund may withdraw its investment from the Portfolio at any time, if the Board
determines that it is in the best interests of the shareholders of a fund to do
so. Upon any such withdrawal, the Board would consider what action might be
taken, including the investment of all the assets of a fund in another pooled
investment entity having the same investment objective as a fund or the
retaining of an investment advisor to manage a fund's assets in accordance with
the investment policies described herein with respect to the Portfolio.
STABLE NET ASSET VALUE (FOR ALL MONEY MARKET FUNDS EXCEPT DEUTSCHE VARIABLE NAV
MONEY FUND). A fund effects purchases and redemptions at its net asset value
per share. In fulfillment of its responsibilities under Rule 2a-7 of the 1940
Act, the Board has approved policies reasonably designed, taking into account
current market conditions and a fund's investment objective, to stabilize a
fund's net asset value per share, and the Board will periodically review the
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Advisor's operations under such policies at regularly scheduled Board meetings.
In addition to imposing limitations on the quality, maturity, diversity and
liquidity of portfolio instruments held by a fund as described in the
prospectus, those policies include a weekly monitoring by the Advisor of
unrealized gains and losses in a fund and, when necessary, in an effort to
avoid a material deviation of a fund's net asset value per share determined by
reference to market valuations from a fund's $1.00 price per share, taking
corrective action, such as adjusting the maturity of a fund, or, if possible,
realizing gains or losses to offset in part unrealized losses or gains. The
result of those policies may be that the yield on shares of a fund will be
lower than would be the case if the policies were not in effect. Such policies
also provide for certain action to be taken with respect to portfolio
securities which experience a downgrade in rating or suffer a default. In
addition, a low interest rate environment may prevent the fund from providing a
positive yield or paying fund expenses out of current income and, at times,
could impair a fund's ability to maintain a stable $1.00 share price. There is
no assurance that a fund's net asset value per share will be maintained at
$1.00.
STAND-BY COMMITMENTS. A stand-by commitment is a right acquired by a fund, when
it purchases a municipal obligation from a broker, dealer or other financial
institution (seller), to sell up to the same principal amount of such
securities back to the seller, at a fund's option, at a specified price.
Stand-by commitments are also known as "puts." The exercise by a fund of a
stand-by commitment is subject to the ability of the other party to fulfill its
contractual commitment.
Stand-by commitments acquired by a fund may have the following features: (1)
they will be in writing and will be physically held by a fund's custodian; (2)
a fund's right to exercise them will be unconditional and unqualified; (3) they
will be entered into only with sellers which in the Advisor's opinion present a
minimal risk of default; (4) although stand-by commitments will not be
transferable, municipal obligations purchased subject to such commitments may
be sold to a third party at any time, even though the commitment is
outstanding; and (5) their exercise price will be (i) a fund's acquisition cost
(excluding any accrued interest which a fund paid on their acquisition), less
any amortized market premium or plus any amortized original issue discount
during the period a fund owned the securities, plus (ii) all interest accrued
on the securities since the last interest payment date.
A fund expects that stand-by commitments generally will be available without
the payment of any direct or indirect consideration. However, if necessary or
advisable, a fund will pay for stand-by commitments, either separately in cash
or by paying a higher price for portfolio securities which are acquired subject
to the commitments.
It is difficult to evaluate the likelihood of use or the potential benefit of a
stand-by commitment. Therefore, it is expected that the Advisor will determine
that stand-by commitments ordinarily have a "fair value" of zero, regardless of
whether any direct or indirect consideration was paid. However, if the market
price of the security subject to the stand-by commitment is less than the
exercise price of the stand-by commitment, such security will ordinarily be
valued at such exercise price. Where a fund has paid for a stand-by commitment,
its cost will be reflected as unrealized depreciation for the period during
which the commitment is held.
The IRS has issued a favorable revenue ruling to the effect that, under
specified circumstances, a regulated investment company will be the owner of
tax-exempt municipal obligations acquired subject to a put option. The IRS has
also issued private letter rulings to certain taxpayers (which do not serve as
precedent for other taxpayers) to the effect that tax-exempt interest received
by a regulated investment company with respect to such obligations will be
tax-exempt in the hands of the company and may be distributed to its
shareholders as exempt-interest dividends. The IRS has subsequently announced
that it will not ordinarily issue advance ruling letters as to the identity of
the true owner of property in cases involving the sale of securities or
participation interests therein if the purchaser has the right to cause the
security, or the participation interest therein, to be purchased by either the
seller or a third party. A fund intends to take the position that it owns any
municipal obligations acquired subject to a stand-by commitment and that
tax-exempt interest earned with respect to such municipal obligations will be
tax-exempt in its hands. There is no assurance that the IRS will agree with
such position in any particular case.
SUBSIDIARY COMPANIES. A fund may gain exposure to the commodity markets in part
by investing a portion of a fund's assets in a wholly-owned subsidiary
(Subsidiary). Investments in a Subsidiary are expected to provide exposure to
the commodity markets within the limitations of the Code and IRS rulings (see
"Taxes" in Appendix II-H of this SAI). The Subsidiaries are companies organized
under the laws of the Cayman Islands, and each is overseen by its own board of
directors.
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Among other investments, the Subsidiaries are expected to invest in
commodity-linked derivative instruments, such as swaps and futures. The
Subsidiaries will also invest in fixed income instruments, cash, cash
equivalents and affiliated money market funds. In monitoring compliance with
its investment restrictions, a fund will consider the assets of its Subsidiary
to be assets of the fund. A Subsidiary must, however, comply with the asset
segregation requirements with respect to its investments in commodity-linked
derivatives.
To the extent that a fund invests in its Subsidiary, a fund may be subject to
the risks associated with those derivative instruments and other securities,
which are discussed elsewhere in a fund's prospectus(es) and this SAI. While
the Subsidiaries may be considered similar to investment companies, they are
not registered under the 1940 Act and are not directly subject to all of the
investor protections of the 1940 Act and other US regulations. Changes in the
laws of the US or the Cayman Islands could result in the inability of a fund or
a Subsidiary to operate as intended or may subject the fund or its advisor to
new or additional regulatory requirements, and could negatively affect a fund
and its shareholders.
In order to qualify for the special tax treatment accorded regulated investment
companies and their shareholders, a fund must, among other things, satisfy
several diversification requirements, including the requirement that not more
than 25% of the value of the fund's total assets may be invested in the
securities (other than those of the US government or other regulated investment
companies) of any one issuer or of two or more issuers which the fund controls
and which are engaged in the same, similar or related trades or businesses.
Therefore, so long as a fund is subject to this limit, the fund may not invest
any more than 25% of the value of its total assets in a Subsidiary. Absent this
diversification requirement, a fund would be permitted to invest more than 25%
of the value of its total assets in a Subsidiary.
In order to qualify for the special tax treatment accorded regulated investment
companies and their shareholders, a fund must, among other things, derive at
least 90% of its gross income from certain specified sources (qualifying
income). Income from certain commodity-linked derivatives does not constitute
qualifying income to a fund. The tax treatment of commodity-linked notes and
certain other derivative instruments in which a fund might invest is not
certain, in particular with respect to whether income and gains from such
instruments constitutes qualifying income. If the Fund treats income from a
particular instrument as qualifying income and the income is later determined
not to constitute qualifying income, and, together with any other nonqualifying
income, causes the fund's nonqualifying income to exceed 10% of its gross
income in any taxable year, a fund will fail to qualify as a regulated
investment company unless it is eligible to and does pay a tax at the fund
level. Certain funds (including Deutsche Enhanced Commodity Strategy Fund,
Deutsche Gold & Precious Metals Fund, and Deutsche Global Inflation Fund) have
obtained private letter rulings from the IRS confirming that the income and
gain earned through a wholly-owned Subsidiary that invests in certain types of
commodity-linked derivatives constitute qualifying income under the Code.
TAX-EXEMPT COMMERCIAL PAPER. Issues of tax-exempt commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These obligations
are issued by state and local governments and their agencies to finance working
capital needs of municipalities or to provide interim construction financing
and are paid from general revenues of municipalities or are refinanced with
long-term debt. In most cases, tax-exempt commercial paper is backed by letters
of credit, lending agreements, note repurchase agreements or other credit
facility agreements offered by banks or other institutions.
TAX-EXEMPT CUSTODIAL RECEIPTS. Tax-exempt custodial receipts (Receipts)
evidence ownership in an underlying bond that is deposited with a custodian for
safekeeping. Holders of the Receipts receive all payments of principal and
interest when paid on the bonds. Receipts can be purchased in an offering or
from a counterparty (typically an investment bank). To the extent that any
Receipt is illiquid, it is subject to a fund's limit on illiquid securities.
TAX-EXEMPT PASS-THROUGH SECURITIES. Tax exempt pass-through certificates
represent an interest in a pool or group of fixed-rate long-term debt
obligations issued by or on behalf of primarily not-for-profit institutions,
the interest on which is exempt from federal income taxation, including
alternative minimum taxation. Such fixed-rate long-term debt obligations may be
private activity bonds issued by states, municipalities or public authorities
to provide funds, usually through a loan or lease arrangement, to a non-profit
corporation for the purpose of financing or refinancing the construction or
improvement of a facility to be used by the non-profit corporation.
Distributions on tax exempt pass-through certificates may be adversely affected
by defaults in or prepayment of the underlying debt obligations. Certain tax
exempt pass-through
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certificates are issued in several classes with different levels of yields and
credit protection. A fund may invest in lower classes of tax exempt
pass-through certificates that have less credit protection. Tax exempt
pass-through certificates have limited liquidity and certain transfer
restrictions may apply. There currently is no trading market for tax exempt
pass-through certificates and there can be no assurance that such a market will
develop.
TENDER OPTION BOND TRANSACTIONS. A fund may leverage its assets through the use
of proceeds through tender option bond (TOB) transactions. In a TOB
transaction, the fund typically transfers fixed-rate, long-term municipal bonds
into a special purpose entity (a "TOB Trust") that has been created for the
purpose of repackaging such municipal bonds. The TOB Trust issues short-term
floating rate notes and a residual interest security "(TOB Inverse Floater
Residual Interests"). The short term floating rate notes ("TOB Floaters") are
issued in a face amount equal to some fraction of the par value of the
underlying bonds. The TOB Floaters are sold to third parties, typically money
market funds, and the TOB Inverse Floater Residual Interests are held by the
fund. The fund receives the proceeds from the sale of the TOB Floaters as
consideration for the transferred municipal bonds, and the fund uses the cash
proceeds received from the sale of the TOB Floaters to make additional
investments. The TOB Floaters pay an interest rate that resets periodically at
a reference rate, typically a short-term tax-exempt market rate, and can be
tendered to the TOB Trust at par, unless certain events occur. Typically, such
tenders are funded through a remarketing of the tendered TOB Floaters or a draw
down on a liquidity facility. A fund, as the holder of the TOB Inverse Floater
Residual Interests, has full exposure to any increase or decrease in the value
of the underlying bonds. The holder of the TOB Inverse Floater Residual
Interests receives interest in an amount equal to the interest paid on the
underlying bonds, less the interest paid on the TOB Floaters (and less certain
expenses associated with the TOB Trust such as trustee, administrative and
liquidity fees). By holding the TOB Inverse Floater Residual Interests, a fund
typically has the right to collapse the TOB Trust by causing the holders of the
TOB Floaters to tender their notes at par and have the TOB Trust administrator
transfer the underlying bonds to the fund. In connection with these
investments, a fund may enter into shortfall and forbearance agreements whereby
the fund agrees to reimburse the TOB Trust, in certain circumstances, for the
difference between the liquidation value of the underlying bonds held by the
TOB Trust and the liquidation value of the TOB Floaters plus any shortfalls in
interest cash flows. This could potentially expose the fund to losses in excess
of the value of the fund's investment in the TOB Inverse Floater Residual
Interests.
The value of TOB Inverse Floater Residual Interests may decrease significantly
when interest rates increase. The market for TOB Inverse Floater Residual
Interests may be more volatile and less liquid than other municipal bonds of
comparable maturity. Moreover, the TOB Trust could be terminated for reasons
outside of a fund's control, resulting in a reduction of leverage and disposal
of portfolio investments at inopportune times and prices. Investments in TOB
Inverse Floater Residual Interests generally involve greater risk than
investments in fixed-rate bonds.
The final rules implementing Section 619 of the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the "Volcker Rule") preclude banking entities from
sponsoring and/or providing services to existing TOB Trusts. In response to
these rules, investment market participants have developed and are developing
new TOB Trust structures that are designed to ensure that banking entities do
not sponsor TOB Trusts in violation of the Volcker Rule.
Deutsche municipal bond funds currently participate in a number of pre-2014 TOB
Trusts (each, a "Legacy TOB Trust") that will need to be restructured to
conform to Volcker Rule requirements by the applicable compliance date,
currently expected to be July 17, 2017, or unwound. Any new TOB Trust
structures must currently comply with the Volcker Rule. Accordingly, to the
extent a fund wishes to restructure a Legacy TOB Trust or create a new TOB
Trust, it must do so in a Volcker-compliant manner.
A Volcker-compliant TOB Trust structure is substantially similar to traditional
TOB Trust structures, with certain key differences. The basic features of the
new Volcker-compliant TOB Trust structure currently intended to be implemented
by the funds are as follows:
o Portfolio management continues to make certain basic investment
determinations, such as which bonds are placed in the TOB Trust, the amount
of leverage for any given transaction, whether the transaction is
structured as non-recourse or recourse, etc.
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o Similar to traditional TOB Trust structures, the fund continues to be the
holder of the TOB Inverse Floater Residual Interests.
o Unlike traditional TOB Trust structures, a bank or financial institution no
longer serves as the sponsor, depositor, or trust administrator nor does it
have any discretionary decision making authority with respect to the TOB
Trust.
o Consistent with traditional TOB Trust structures, a bank or financial
institution serves as the trustee, liquidity provider, and remarketing
agent.
o A third-party administrative agent retained by the fund performs certain of
the roles and responsibilities historically provided by banking entities in
traditional TOB Trust structures, including certain historical
sponsor/administrative roles and responsibilities.
The ultimate impact of the new rules on the TOB market and the municipal market
generally is not yet certain. Such changes could make early unwinds of TOB
Trusts more likely in adverse market scenarios, may make the use of TOB Trusts
more expensive, and may make it more difficult to use TOB Trusts in general.
The new rules may also expose the fund to additional risks, including, but not
limited to, compliance, securities law and operational risks.
THIRD PARTY PUTS. A fund may purchase long-term fixed rate bonds that have been
coupled with an option granted by a third party financial institution allowing
a fund at specified intervals to tender (put) the bonds to the institution and
receive the face value thereof (plus accrued interest). These third party puts
are available in several different forms, may be represented by custodial
receipts or trust certificates and may be combined with other features such as
interest rate swaps. A fund receives a short-term rate of interest (which is
periodically reset), and the interest rate differential between that rate and
the fixed rate on the bond is retained by the financial institution. The
financial institution granting the option does not provide credit enhancement,
and in the event that there is a default in the payment of principal or
interest, or downgrading of a bond to below investment grade, or a loss of the
bond's tax-exempt status, the put option will terminate automatically. As a
result, a fund would be subject to the risks associated with holding such a
long-term bond and the weighted average maturity of that fund's portfolio would
be adversely affected.
These bonds coupled with puts may present the same tax issues as are associated
with Stand-By Commitments. As with any Stand-By Commitments acquired by a fund,
a fund intends to take the position that it is the owner of any municipal
obligation acquired subject to a third-party put, and that tax-exempt interest
earned with respect to such municipal obligations will be tax-exempt in its
hands. There is no assurance that the IRS will agree with such position in any
particular case. Additionally, the federal income tax treatment of certain
other aspects of these investments, including the treatment of tender fees and
swap payments, in relation to various regulated investment company tax
provisions is unclear. However, the Advisor seeks to manage a fund's portfolio
in a manner designed to minimize any adverse impact from these investments.
TO BE ANNOUNCED (TBA) PURCHASE COMMITMENTS. Similar to When-Issued or
Delayed-Delivery securities, a TBA purchase commitment is a security that is
purchased or sold for a fixed price with the underlying securities to be
announced at a future date. However, the seller does not specify the particular
securities to be delivered. Instead, a fund agrees to accept any securities
that meets the specified terms. For example, in a TBA mortgage-backed
transaction, a fund and seller would agree upon the issuer, interest rate and
terms of the underlying mortgages, but the seller would not identify the
specific underlying security until it issues the security. TBA purchase
commitments involve a risk of loss if the value of the underlying security to
be purchased declines prior to delivery date. The yield obtained for such
securities may be higher or lower than yields available in the market on
delivery date. Unsettled TBA purchase commitments are valued at the current
market value of the underlying securities.
TRUST PREFERRED SECURITIES. A fund may invest in Trust Preferred Securities,
which are hybrid instruments issued by a special purpose trust (Special Trust),
the entire equity interest of which is owned by a single issuer. The proceeds
of the issuance to a fund of Trust Preferred Securities are typically used to
purchase a junior subordinated debenture, and distributions from the Special
Trust are funded by the payments of principal and interest on the subordinated
debenture.
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If payments on the underlying junior subordinated debentures held by the
Special Trust are deferred by the debenture issuer, the debentures would be
treated as original issue discount (OID) obligations for the remainder of their
term. As a result, holders of Trust Preferred Securities, such as a fund, would
be required to accrue daily for federal income tax purposes their share of the
stated interest and the de minimis OID on the debentures (regardless of whether
a fund receives any cash distributions from the Special Trust), and the value
of Trust Preferred Securities would likely be negatively affected. Interest
payments on the underlying junior subordinated debentures typically may only be
deferred if dividends are suspended on both common and preferred stock of the
issuer. The underlying junior subordinated debentures generally rank slightly
higher in terms of payment priority than both common and preferred securities
of the issuer, but rank below other subordinated debentures and debt
securities. Trust Preferred Securities may be subject to mandatory prepayment
under certain circumstances. The market values of Trust Preferred Securities
may be more volatile than those of conventional debt securities. Trust
Preferred Securities may be issued in reliance on Rule 144A under the 1933 Act,
and, unless and until registered, are restricted securities. There can be no
assurance as to the liquidity of Trust Preferred Securities and the ability of
holders of Trust Preferred Securities, such as a fund, to sell their holdings.
US GOVERNMENT SECURITIES. A fund may invest in obligations issued or guaranteed
as to both principal and interest by the US Government, its agencies,
instrumentalities or sponsored enterprises which include: (a) direct
obligations of the US Treasury; and (b) securities issued or guaranteed by US
Government agencies.
Examples of direct obligations of the US Treasury are Treasury bills, notes,
bonds and other debt securities issued by the US Treasury. These instruments
are backed by the "full faith and credit" of the United States. They differ
primarily in interest rates, the length of maturities and the dates of
issuance. Treasury bills have original maturities of one year or less. Treasury
notes have original maturities of one to ten years and Treasury bonds generally
have original maturities of greater than ten years.
Some agency securities are backed by the full faith and credit of the United
States (such as Maritime Administration Title XI Ship Financing Bonds and
Agency for International Development Housing Guarantee Program Bonds) and
others are backed only by the rights of the issuer to borrow from the US
Treasury (such as Federal Home Loan Bank Bonds and Federal National Mortgage
Association Bonds), while still others, such as the securities of the Federal
Farm Credit Bank, are supported only by the credit of the issuer. With respect
to securities supported only by the credit of the issuing agency or by an
additional line of credit with the US Treasury, there is no guarantee that the
US Government will provide support to such agencies and such securities may
involve risk of loss of principal and interest.
US Government securities may include "zero coupon" securities that have been
stripped by the US Government of their unmatured interest coupons and
collateralized obligations issued or guaranteed by a US Government agency or
instrumentality. Because interest on zero coupon securities is not distributed
on a current basis but is, in effect, compounded, zero coupon securities tend
to be subject to greater risk than interest-paying securities of similar
maturities.
Interest rates on US Government securities may be fixed or variable. Interest
rates on variable rate obligations are adjusted at regular intervals, at least
annually, according to a formula reflecting then current specified standard
rates, such as 91-day US Treasury bill rates. These adjustments generally tend
to reduce fluctuations in the market value of the securities.
The government guarantee of the US Government securities in a fund's portfolio
does not guarantee the net asset value of the shares of a fund. There are
market risks inherent in all investments in securities and the value of an
investment in a fund will fluctuate over time. Normally, the value of
investments in US Government securities varies inversely with changes in
interest rates. For example, as interest rates rise the value of investments in
US Government securities will tend to decline, and as interest rates fall the
value of a fund's investments in US Government securities will tend to
increase. In addition, the potential for appreciation in the event of a decline
in interest rates may be limited or negated by increased principal prepayments
with respect to certain mortgage-backed securities, such as GNMA Certificates.
Prepayments of high interest rate mortgage-backed securities during times of
declining interest rates will tend to lower the return of a fund and may even
result in losses to a fund if some securities were acquired at a
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premium. Moreover, during periods of rising interest rates, prepayments of
mortgage-backed securities may decline, resulting in the extension of a fund's
average portfolio maturity. As a result, a fund's portfolio may experience
greater volatility during periods of rising interest rates than under normal
market conditions.
VARIABLE AND FLOATING RATE INSTRUMENTS. Debt instruments purchased by a fund
may be structured to have variable or floating interest rates. The interest
rate on variable and floating rate securities may be reset daily, weekly or on
some other reset period and may have a floor or ceiling on interest rate
changes. The interest rate of variable rate securities ordinarily is determined
by reference to or is a percentage of an objective standard such as a bank's
prime rate, the 90-day US Treasury Bill rate, or the rate of return on
commercial paper or bank certificates of deposit. Generally, the changes in the
interest rate on variable rate securities reduce the fluctuation in the market
value of such securities. Accordingly, as interest rates decrease or increase,
the potential for capital appreciation or depreciation is less than for
fixed-rate obligations. A fund may purchase variable rate securities on which
stated minimum or maximum rates, or maximum rates set by state law, limit the
degree to which interest on such instruments may fluctuate; to the extent it
does, increases or decreases in value of such instruments may be somewhat
greater than would be the case without such limits. Because the adjustment of
interest rates on the variable rate securities is made in relation to movements
of the applicable rate adjustment index, the instruments are not comparable to
long-term fixed interest rate securities. Accordingly, interest rates on the
variable rate securities may be higher or lower than current market rates for
fixed rate obligations of comparable quality with similar final maturities. A
money market fund determines the maturity of variable rate securities in
accordance with Rule 2a-7, which allows a fund to consider certain of such
instruments as having maturities shorter than the maturity date on the face of
the instrument.
The Advisor will consider the earning power, cash flows and other liquidity
ratios of the issuers and guarantors of such instruments and, if the instrument
is subject to a demand feature (described below), will continuously monitor the
issuer's financial ability to meet payment on demand. Where necessary to ensure
that a variable or floating rate instrument is equivalent to the quality
standards applicable to a fund's fixed income investments, the issuer's
obligation to pay the principal of the instrument will be backed by an
unconditional bank letter or line of credit, guarantee or commitment to lend.
Any bank providing such a bank letter, line of credit, guarantee or loan
commitment will meet a fund's investment quality standards relating to
investments in bank obligations. The Advisor will also monitor the
creditworthiness of issuers of such instruments to determine whether a fund
should continue to hold the investments.
The absence of an active secondary market for certain variable and floating
rate notes could make it difficult to dispose of the instruments, and a fund
could suffer a loss if the issuer defaults or during periods in which a fund is
not entitled to exercise its demand rights. When a reliable trading market for
the variable and floating rate instruments held by a fund does not exist and a
fund may not demand payment of the principal amount of such instruments within
seven days, the instruments will be subject to a fund's limitation on
investments in illiquid securities.
Variable Rate Demand Securities. A fund may purchase variable rate demand
securities, which are variable rate securities that permit a fund to demand
payment of the unpaid principal balance plus accrued interest upon a specified
number of days' notice to the issuer or its agent. The demand feature may be
backed by a bank letter of credit or guarantee issued with respect to such
instrument. A bank that issues a repurchase commitment may receive a fee from a
fund for this arrangement. The issuer of a variable rate demand security may
have a corresponding right to prepay in its discretion the outstanding
principal of the instrument plus accrued interest upon notice comparable to
that required for the holder to demand payment.
Variable Rate Master Demand Notes. A fund may purchase variable rate master
demand notes, which are unsecured instruments that permit the indebtedness
thereunder to vary and provide for periodic adjustments in the interest rate.
Because variable rate master demand notes are direct lending arrangements
between a fund and the issuer, they are not ordinarily traded. Although no
active secondary market may exist for these notes, a fund will purchase only
those notes under which it may demand and receive payment of principal and
accrued interest daily or may resell the note at any time to a third party.
These notes are not typically rated by credit rating agencies.
VARIABLE RATE DEMAND PREFERRED SECURITIES. A fund may purchase certain variable
rate demand preferred securities (VRDPs) issued by closed-end municipal bond
funds, which, in turn, invest primarily in portfolios of tax-exempt municipal
bonds. A fund may invest in securities issued by single-state or national
closed-end municipal bond funds. VRDPs
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are issued by closed-end funds to leverage returns for common shareholders.
Under the 1940 Act, a closed-end fund that issues preferred shares must
maintain an asset coverage ratio of at least 200% immediately after the time of
issuance and at the time of certain distributions on repurchases of its common
stock. It is anticipated that the interest on the VRDPs will be exempt from
federal income tax and, with respect to any such securities issued by
single-state municipal bond funds, exempt from the applicable state's income
tax, although interest on VRDPs may be subject to the federal alternative
minimum tax. The VRDPs will pay a variable dividend rate, determined weekly,
typically through a remarketing process, and include a demand feature that
provides a fund with a contractual right to tender the securities to a
liquidity provider. A fund could lose money if the liquidity provider fails to
honor its obligation, becomes insolvent, or files for bankruptcy. A fund has no
right to put the securities back to the closed-end municipal bond funds or
demand payment or redemption directly from the closed-end municipal bond funds.
Further, the VRDPs are not freely transferable and, therefore, a fund may only
transfer the securities to another investor in compliance with certain
exemptions under the 1933 Act, including Rule 144A.
A fund's purchase of VRDPs issued by closed-end municipal bond funds is subject
to the restrictions set forth under the heading "Investment Company and Other
Pooled Investment Vehicles."
WARRANTS. The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. Prices of warrants do not
necessarily move, however, in tandem with the prices of the underlying
securities and are, therefore, considered speculative investments. Warrants pay
no dividends and confer no rights other than a purchase option. Thus, if a
warrant held by a fund were not exercised by the date of its expiration, a fund
would lose the entire purchase price of the warrant.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES. A fund may purchase securities on
a when-issued or delayed-delivery basis. Delivery of and payment for these
securities can take place a month or more after the date of the purchase
commitment. The payment obligation and the interest rate that will be received
on when-issued and delayed-delivery securities are fixed at the time the buyer
enters into the commitment. Due to fluctuations in the value of securities
purchased or sold on a when-issued or delayed-delivery basis, the yields
obtained on such securities may be higher or lower than the yields available in
the market on the dates when the investments are actually delivered to the
buyers. When-issued securities may include securities purchased on a "when, as
and if issued" basis, under which the issuance of the security depends on the
occurrence of a subsequent event, such as approval of a merger, corporate
reorganization or debt restructuring. The value of such securities is subject
to market fluctuation during this period and no interest or income, as
applicable, accrues to a fund until settlement takes place.
At the time a fund makes the commitment to purchase securities on a when-issued
or delayed delivery basis, it will record the transaction, reflect the value
each day of such securities in determining its net asset value and, if
applicable, calculate the maturity for the purposes of average maturity from
that date. At the time of settlement a when-issued security may be valued at
less than the purchase price. To facilitate such acquisitions, a fund
identifies on its books cash or liquid assets in an amount at least equal to
such commitments. It may be expected that a fund's net assets will fluctuate to
a greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. On delivery dates for such
transactions, a fund will meet its obligations from maturities or sales of the
segregated securities and/or from cash flow. If a fund chooses to dispose of
the right to acquire a when-issued security prior to its acquisition, it could,
as with the disposition of any other portfolio obligation, incur a gain or loss
due to market fluctuation. When a fund engages in when-issued or
delayed-delivery transactions, it relies on the other party to consummate the
trade and is, therefore, exposed to counterparty risk. Failure of the seller to
do so may result in a fund's incurring a loss or missing an opportunity to
obtain a price considered to be advantageous.
YANKEE BONDS. Yankee Bonds are US dollar-denominated bonds sold in the US by
non-US issuers. As compared with bonds issued in the US, such bond issues
normally pay interest but are less actively traded. Investing in the securities
of foreign companies involves more risks than investing in securities of US
companies. Their value is subject to economic and political developments in the
countries where the companies operate and to changes in foreign currency
values. Values may also be affected by foreign tax laws, changes in foreign
economic or monetary policies, exchange control regulations and regulations
involving prohibitions on the repatriation of foreign currencies. In many
foreign countries, there is less publicly available information about foreign
issuers, and there is less government regulation and supervision
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of foreign stock exchanges, brokers and listed companies. Also in many foreign
countries, companies are not subject to uniform accounting, auditing, and
financial reporting standards comparable to those applicable to domestic
issuers. Security trading practices and custody arrangements abroad may offer
less protection to a fund's investments and there may be difficulty in
enforcing legal rights outside the United States. Settlement of transactions in
some foreign markets may be delayed or may be less frequent than in the United
States which could affect the liquidity of a fund's portfolio. Additionally, in
some foreign countries, there is the possibility of expropriation or
confiscatory taxation, limitations on the removal of securities, property, or
other fund assets, political or social instability or diplomatic developments
which could affect investments in foreign securities. In addition, the relative
performance of various countries' fixed income markets historically has
reflected wide variations relating to the unique characteristics of each
country's economy. Year-to-year fluctuations in certain markets have been
significant, and negative returns have been experienced in various markets from
time to time.
YIELDS AND RATINGS. The yields on certain obligations in which a fund may
invest (such as commercial paper and bank obligations), are dependent on a
variety of factors, including general market conditions, conditions in the
particular market for the obligation, the financial condition of the issuer,
the size of the offering, the maturity of the obligation and the ratings of the
issue. The ratings of Moody's, S&P and Fitch Ratings (Fitch) represent their
opinions as to the quality of the securities that they undertake to rate.
Ratings, however, are general and are not absolute standards of quality or
value. Consequently, obligations with the same rating, maturity and interest
rate may have different market prices. See "Ratings of Investments" for
descriptions of the ratings provided by certain recognized rating
organizations.
ZERO COUPON SECURITIES AND DEFERRED INTEREST BONDS. A fund may invest in zero
coupon securities that are "stripped" US Treasury notes and bonds and in
deferred interest bonds. Zero coupon securities are the separate income or
principal components of a debt instrument. Zero coupon and deferred interest
bonds are debt obligations which are issued at a significant discount from face
value. The original discount approximates the total amount of interest the
bonds will accrue and compound over the period until maturity or the first
interest accrual date at a rate of interest reflecting the market rate of the
security at the time of issuance. Zero coupon securities are redeemed at face
value at their maturity date without interim cash payments of interest or
principal. The amount of this discount is accrued over the life of the
security, and the accrual constitutes the income earned on the security for
both accounting and federal income tax purposes. Because of these features, the
market prices of zero coupon securities are generally more volatile than the
market prices of securities that have similar maturity but that pay interest
periodically.
While zero coupon bonds do not require the periodic payment of interest,
deferred interest bonds generally provide for a period of delay before the
regular payment of interest begins. Although this period of delay is different
for each deferred interest bond, a typical period is approximately one-third of
the bond's term to maturity. Such investments benefit the issuer by mitigating
its initial need for cash to meet debt service, but some also provide a higher
rate of return to attract investors who are willing to defer receipt of such
cash.
A fund will accrue income on such investments for tax and accounting purposes,
as required, which will generally be prior to the receipt of the corresponding
cash payments. Because a fund is required to distribute to shareholders
substantially all of its net investment income, including such accrued income,
to avoid federal income and excise taxes, a fund may be required to liquidate
portfolio securities to satisfy a fund's distribution obligations (including at
a time when it may not be advantageous to do so). Under many market conditions,
investments in zero coupon, step-coupon and pay-in-kind securities may be
illiquid, making it difficult for a fund to dispose of them or to determine
their current value.
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PART II: APPENDIX II-H - TAXES
The following is intended to be a general summary of certain federal income tax
consequences of investing in a fund. This discussion does not address all
aspects of taxation (including state, local, and foreign taxes) that may be
relevant to particular shareholders in light of their own investment or tax
circumstances, or to particular types of shareholders (including insurance
companies, tax-deferred retirement plans, financial institutions or
broker-dealers, foreign corporations, and persons who are not citizens or
residents of the United States) that are subject to special treatment under the
US federal income tax laws. Current and prospective investors are therefore
advised to consult with their tax advisors before making an investment in a
fund. This summary is based on the laws in effect on the date of this SAI and
on existing judicial and administrative interpretations thereof, all of which
are subject to change, possibly with retroactive effect.
Feeder Funds. Certain funds (Feeder Funds) invest all or substantially all of
their assets in either the Deutsche Equity 500 Index Portfolio or the Cash
Management Portfolio (each, a Master Portfolio), which are partnerships for US
federal income tax purposes. For a discussion of the US federal income tax
treatment of a Master Portfolio, please see the registration statement for that
Master Portfolio. The amount and character of a Feeder Fund's income, gains,
losses, deductions and other tax items will generally be determined at the
Master Portfolio level and the Feeder Fund will be allocated, and is required
to take into account, its share of its Master Portfolio's income, gains, losses
and other tax items for each taxable year. Consequently, references herein to a
fund's income, gains, losses and other tax items, as well as its activities,
investment and holdings, as applied to a Feeder Fund, generally include the tax
items, activities, investments and holdings realized, recognized, conducted or
held, as applicable, either by the Feeder Fund directly or through its Master
Portfolio. See "Investments in the Master Portfolios" for more information.
ALL FUNDS (OTHER THAN DEUTSCHE MLP & ENERGY INFRASTRUCTURE FUND)
TAXATION OF A FUND AND ITS INVESTMENTS
QUALIFICATION AS A REGULATED INVESTMENT COMPANY. A fund has elected (or in the
case of a new fund, intends to elect) to be treated, and intends to qualify
each year, as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986 (Code). If a fund qualifies for treatment as a regulated
investment company that is accorded special tax treatment, such fund will not
be subject to federal income tax on income distributed in a timely manner to
its shareholders in the form of dividends (including Capital Gain Dividends, as
defined below). In order to qualify for the special tax treatment accorded
regulated investment companies and their shareholders under the Code, a fund
must, among other things:
(a) derive at least 90% of its gross income for each taxable year from (i)
dividends, interest, payments with respect to certain securities loans, gains
from the sale or other disposition of stock, securities or foreign currencies,
or other income (including but not limited to gains from options, futures, or
forward contracts) derived with respect to its business of investing in such
stock, securities, or currencies and (ii) net income derived from interests in
"qualified publicly traded partnerships" (as defined below);
(b) diversify its holdings so that, at the end of each quarter of its taxable
year, (i) at least 50% of the market value of its total assets are represented
by cash and cash items, US Government securities, securities of other regulated
investment companies, and other securities limited in respect of any one issuer
to a value not greater than 5% of the value of a fund's total assets and not
more than 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its assets are invested (x) in the securities
(other than those of the US Government or other regulated investment companies)
of any one issuer or of two or more issuers which the fund controls and which
are engaged in the same, similar, or related trades or businesses, or (y) in
the securities of one or more qualified publicly traded partnerships (as
defined below); and
(c) distribute with respect to each taxable year at least 90% of the sum of its
investment company taxable income (as that term is defined in the Code without
regard to the deduction for dividends paid; investment company taxable income
generally consists of taxable ordinary income and the excess, if any, of net
short-term capital gains over net long-term capital losses) and net tax-exempt
interest income, if any, for such year.
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In general, for purposes of the 90% gross income requirement described in
paragraph (a) above, income derived from a partnership will be treated as
qualifying income only to the extent such income is attributable to items of
income of the partnership which would be qualifying income if realized directly
by a fund. However, 100% of net income derived from an interest in a "qualified
publicly traded partnership" (generally, a partnership (x) the interests in
which are traded on an established securities market or readily tradable on a
secondary market or the substantial equivalent thereof, and (y) that derives
less than 90% of its income from the qualifying income described in paragraph
(a)(i) above) will be treated as qualifying income.
For purposes of the diversification test in paragraph (b) above, the term
"outstanding voting securities of such issuer" will include the equity
securities of a qualified publicly traded partnership. It is possible that
certain partnerships in which a fund may invest will be master limited
partnerships constituting qualified publicly traded partnerships. Such
investments will be limited by a fund's intention to qualify as a regulated
investment company under the Code. In addition, although the passive loss rules
of the Code do not generally apply to regulated investment companies, such
rules do apply to a regulated investment company with respect to items
attributable to an interest in a qualified publicly traded partnership. Fund
investments in partnerships, including in qualified publicly traded
partnerships, may result in a fund being subject to state, local or foreign
income, franchise or withholding taxes.
Pursuant to current Internal Revenue Service (IRS) guidance, a Feeder Fund
investing in a Master Portfolio will be treated as holding directly the
underlying assets of the Master Portfolio for purposes of the diversification
test in (b) above.
In addition, for purposes of the diversification test in paragraph (b) above,
the identification of the issuer (or, in some cases, issuers) of a particular
fund investment can depend on the terms and conditions of that investment. In
some cases, identification of the issuer (or issuers) is uncertain under
current law, and an adverse determination or future guidance by the IRS with
respect to issuer identification for a particular type of investment may
adversely affect a fund's ability to meet the diversification test in paragraph
(b) above.
FAILURE TO QUALIFY AS A REGULATED INVESTMENT COMPANY. If a fund were to fail to
meet the income, diversification or distribution tests described above, the
fund could in some cases cure such failure, including by paying a fund-level
tax, paying interest, making additional distributions or disposing of certain
assets. If a fund were ineligible to or otherwise did not cure such failure for
any year, the fund would fail to qualify as a "regulated investment company"
for such year. All of the fund's taxable income would be subject to federal
income tax at regular corporate rates (without any deduction for distributions
to its shareholders), and all distributions from earnings and profits,
including any distributions of net tax-exempt income and net long-term capital
gains, would be taxable to shareholders as ordinary income. Some portions of
such distributions, however, could be eligible (i) to be treated as qualified
dividend income in the case of shareholders taxed as individuals and other
noncorporate shareholders and (ii) for the dividends-received deduction in the
case of corporate shareholders provided, in both cases, the shareholder meets
certain holding period and other requirements in respect of the fund's shares
(as described below). In addition, a fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special federal income tax treatment.
A fund is subject to a 4% nondeductible excise tax on amounts that have been
retained rather than distributed, as required, under a prescribed formula. The
formula requires payment to shareholders during a calendar year of
distributions representing at least 98% of a fund's taxable ordinary income for
the calendar year and at least 98.2% of the excess of its capital gains over
capital losses realized during the one-year period ending October 31 of such
year (or the last day of a fund's taxable year if a fund's taxable year ends in
November or December and a fund makes an election to use such later date), as
well as amounts that were neither distributed by nor taxed to a fund during the
prior calendar year. For purposes of the required excise tax distribution,
ordinary gains and losses from the sale, exchange or other taxable disposition
of property that would be taken into account after October 31 (or later if the
fund is permitted to so elect and does so elect) are treated as arising on
January 1 of the following calendar year. Also for purposes of the excise tax,
a fund will be treated as having distributed any ordinary income or capital
gain net income on which it has been subject to corporate income tax in the
taxable year ending within the calendar year. Although a fund's distribution
policies should enable it to avoid this excise tax, a fund may retain (and be
subject to income or excise tax on) a portion of its capital gain or other
income if it appears to be in the interest of such fund.
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SPECIAL TAX PROVISIONS THAT APPLY TO CERTAIN INVESTMENTS. Certain of a fund's
investment practices are subject to special and complex federal income tax
provisions, including rules relating to short sales, constructive sales,
"straddle" and "wash sale" transactions and section 1256 contracts (as defined
below), that may, among other things: (i) disallow, suspend or otherwise limit
the allowance of certain losses or deductions; (ii) convert lower taxed
long-term capital gains into higher taxed short-term capital gains or ordinary
income; (iii) convert an ordinary loss or a deduction into a capital loss; (iv)
cause a fund to recognize income or gain without a corresponding receipt of
cash; and/or (v) adversely alter the characterization of certain fund
investments. Moreover, the straddle rules and short sale rules may require the
capitalization of certain related expenses of a fund.
Certain debt obligations. Some debt obligations with a fixed maturity date of
more than one year from the date of issuance (and zero-coupon debt obligations
with a fixed maturity date of more than one year from the date of issuance)
that are acquired by a fund will be treated as debt obligations that are issued
originally at a discount. Generally, the amount of the original issue discount
(OID) is treated as interest income and is included in a fund's income (and
required to be distributed by a fund) over the term of the debt security, even
though payment of that amount is not received until a later time, upon partial
or full repayment or disposition of the debt security. In addition,
payment-in-kind debt securities will give rise to income which is required to
be distributed and is taxable even though a fund holding the security receives
no interest payment in cash on the security during the year.
Some debt obligations with a fixed maturity date of more than one year from the
date of issuance that are acquired by a fund in the secondary market may be
treated as having "market discount." Very generally, market discount is the
excess of the stated redemption price of a debt obligation (or in the case of
an obligation issued with OID, its "revised issue price") over the purchase
price of such obligation. Generally, any gain recognized on the disposition of,
and any partial payment of principal on, a debt security having market discount
is treated as ordinary income to the extent the gain, or principal payment,
does not exceed the "accrued market discount" on such debt security.
Alternatively, a fund may elect to accrue market discount currently, in which
case a fund will be required to include the accrued market discount in a fund's
income (as ordinary income) and thus distribute it over the term of the debt
security, even though payment of that amount is not received until a later
time, upon partial or full repayment or disposition of the debt security. The
rate at which the market discount accrues, and thus is included in a fund's
income, will depend upon which of the permitted accrual methods a fund elects.
Some debt obligations with a fixed maturity date of one year or less from the
date of issuance that are acquired by a fund may be treated as having OID or,
in certain cases, "acquisition discount" (very generally, the excess of the
stated redemption price over the purchase price). A fund will be required to
include the OID or acquisition discount in income (as ordinary income) and thus
distribute it over the term of the debt security, even though payment of that
amount is not received until a later time, upon partial or full repayment or
disposition of the debt security. The rate at which OID or acquisition discount
accrues, and thus is included in a fund's income, will depend upon which of the
permitted accrual methods a fund elects.
If a fund holds the foregoing kinds of securities, it may be required to pay
out as an income distribution each year an amount which is greater than the
total amount of cash interest a fund actually received. Such distributions may
be made from the cash assets of a fund or by liquidation of portfolio
securities that it might otherwise have continued to hold. A fund may realize
gains or losses from such liquidations. In the event a fund realizes net gains
from such transactions, its shareholders may receive larger distributions than
they would have received in the absence of such transactions. These investments
may also affect the character of income recognized by a fund.
A portion of the OID accrued on certain high yield discount obligations may not
be deductible to the issuer and will instead be treated as a dividend paid by
the issuer for purposes of the dividends received deduction. In such cases, if
the issuer of the high yield discount obligations is a domestic corporation,
dividend payments by a fund may be eligible for the dividends received
deduction to the extent attributable to the deemed dividend portion of such
OID.
Investments in debt obligations that are at risk of or in default present
special tax issues for a fund. Federal income tax rules are not entirely clear
about issues such as whether and, if so, to what extent a fund should recognize
market discount on such a debt obligation, when a fund may cease to accrue
interest, OID or market discount, when and to what extent deductions may be
taken for bad debts or worthless securities, how payments received on
obligations
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in default should be allocated between principal and income and whether
exchanges of debt obligations in a workout context are taxable. These and other
issues will be addressed by a fund, when, as and if it invests in such
securities, in order to seek to ensure that it distributes sufficient income to
preserve its eligibility for treatment as a regulated investment company and
does not become subject to US federal income or excise tax.
Very generally, where a fund purchases a bond at a price that exceeds the
redemption price at maturity (i.e., a premium), the premium is amortizable over
the remaining term of the bond. In the case of a taxable bond, if a fund makes
an election applicable to all such bonds it purchases, which election is
irrevocable without consent of the IRS, the fund reduces the current taxable
income from the bond by the amortized premium and reduces its tax basis in the
bond by the amount of such offset; upon the disposition or maturity of such
bonds acquired on or after January 4, 2013, the fund is permitted to deduct any
remaining premium allocable to a prior period. In the case of a tax-exempt
bond, tax rules require such a fund to reduce its tax basis by the amount of
amortized premium.
Derivatives. In addition to the special rules described below in respect of
options transactions and futures, a fund's transactions in other derivative
instruments (e.g. forward contracts and swap agreements), as well as any of its
other hedging, short sale or similar transactions, may be subject to special
provisions of the Code (including provisions relating to "hedging transactions"
and "straddles") that, among other things, may affect the character of gains
and losses realized by a fund (i.e., may affect whether gains or losses are
ordinary or capital), accelerate recognition of income to a fund and defer fund
losses. These rules could therefore affect the character, amount and timing of
distributions to shareholders. These provisions may also: (i) require a fund to
mark to market annually certain types of the positions in its portfolio (i.e.,
treat them as if they were closed out at the end of each year); or (ii) cause a
fund to recognize income without receiving cash with which to pay dividends or
make distributions in amounts necessary to satisfy the distribution
requirements described above in order to avoid certain income and excise taxes.
A fund may be required to liquidate other investments (including when it is not
advantageous to do so) to meet its distribution requirements, which may also
accelerate the recognition of gain by the fund. A fund will monitor its
transactions, make the appropriate tax elections and make the appropriate
entries in its books and records when it acquires any foreign currency, forward
contract, option, futures contract or hedged investment in order to mitigate
the effect of these rules and prevent disqualification of a fund from treatment
as a regulated investment company.
In general, option premiums received by a fund are not immediately included in
the income of a fund. Instead, the premiums are recognized when the option
contract expires, the option is exercised by the holder, or a fund transfers or
otherwise terminates the option (e.g., through a closing transaction). If a
call option written by a fund is exercised and a fund sells or delivers the
underlying stock, a fund generally will recognize capital gain or loss equal to
(a) the sum of the strike price and the option premium received by a fund minus
(b) a fund's basis in the stock. Such gain or loss generally will be short-term
or long-term depending upon the holding period of the underlying stock. If
securities are purchased by a fund pursuant to the exercise of a put option
written by it, a fund generally will subtract the premium received from its
cost basis in the securities purchased. The gain or loss with respect to any
termination of a fund's obligation under an option other than through the
exercise of the option and related sale or delivery of the underlying stock
generally will be short-term gain or loss depending on whether the premium
income received by a fund is greater or less than the amount paid by a fund (if
any) in terminating the transaction. Thus, for example, if an option written by
a fund expires unexercised, a fund generally will recognize short-term gain
equal to the premium received.
A fund's options activities may include transactions constituting straddles for
US federal income tax purposes, that is, that trigger the US federal income tax
straddle rules contained primarily in Section 1092 of the Code. Such straddles
include, for example, positions in a particular security, or an index of
securities, and one or more options that offset the former position, including
options that are "covered" by a fund's long position in the subject security.
Very generally, where applicable, Section 1092 requires: (i) that losses be
deferred on positions deemed to be offsetting positions with respect to
"substantially similar or related property," to the extent of unrealized gain
in the latter; and (ii) that the holding period of such a straddle position
that has not already been held for the long-term holding period be terminated
and begin anew once the position is no longer part of a straddle. The straddle
rules apply in modified form to so-called "qualified covered calls." Very
generally, where a taxpayer writes an option on a single stock that is "in the
money" but not "deep in the money," the holding period on the stock will not be
terminated, as it would be under the general straddle rules, but will be
suspended during the period that such calls are outstanding. These straddle
rules could cause gains that would otherwise constitute long-term capital gains
to be treated as short-term capital gains, and
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distributions that would otherwise constitute "qualified dividend income" (as
discussed below) or qualify for the dividends-received deduction (as discussed
below) to fail to satisfy the holding period requirements and therefore to be
taxed at ordinary income tax rates or to fail to qualify for the 70%
dividends-received deduction, as the case may be.
In summary, a fund's options activities can cause a substantial portion of the
fund's income to consist of short-term capital gains, taxable to shareholders
at ordinary income rates when distributed to them.
A fund's investment in so-called "section 1256 contracts," which include
certain futures contracts as well as listed non-equity options written or
purchased by a fund on US exchanges (including options on futures contracts,
equity indices and debt securities), are subject to special federal income tax
rules. All section 1256 contracts held by a fund at the end of its taxable year
are required to be marked to their market value, and any unrealized gain or
loss on those positions will be included in a fund's income as if each position
had been sold for its fair market value at the end of the taxable year. The
resulting gain or loss will be combined with any gain or loss realized by a
fund from positions in section 1256 contracts closed during the taxable year.
Provided such positions were held as capital assets and were neither part of a
"hedging transaction" nor part of a "straddle," 60% of the resulting net gain
or loss will be treated as long-term capital gain or loss, and 40% of such net
gain or loss will be treated as short-term capital gain or loss (although
certain foreign currency gains and losses from such contracts may be treated as
ordinary in character), regardless of the period of time the positions were
actually held by a fund.
As a result of entering into swap contracts, a fund may make or receive
periodic net payments. A fund may also make or receive a payment when a swap is
terminated prior to maturity through an assignment of the swap or other closing
transaction. Periodic net payments will generally constitute ordinary income or
deductions, while termination of a swap will generally result in capital gain
or loss (which will be a long-term capital gain or loss if a fund has been a
party to the swap for more than one year). With respect to certain types of
swaps, a fund may be required to currently recognize income or loss with
respect to future payments on such swaps or may elect under certain
circumstances to mark such swaps to market annually for federal income tax
purposes as ordinary income or loss. The federal income tax treatment of many
types of credit default swaps is uncertain under current law.
In general, gain or loss on a short sale is recognized when a fund closes the
sale by delivering the borrowed property to the lender, not when the borrowed
property is sold. Gain or loss from a short sale is generally treated as
capital gain or loss to the extent that the property used to close the short
sale constitutes a capital asset in a fund's hands. Except with respect to
certain situations where the property used by a fund to close a short sale has
a long-term holding period on the date of the short sale, special rules would
generally treat the gains on short sales as short-term capital gains. These
rules may also terminate the running of the holding period of "substantially
identical property" held by a fund. Moreover, a loss on a short sale will be
treated as a long-term capital loss if, on the date of the short sale,
"substantially identical property" has been held by a fund for more than a
year. In general, a fund will not be permitted to deduct payments made to
reimburse the lender of securities for dividends paid on borrowed stock if the
short sale is closed on or before the 45th day after the short sale is entered
into.
Income from certain commodity-linked derivatives does not constitute qualifying
income to a fund. The federal income tax treatment of commodity-linked notes
and certain other derivative instruments in which a fund might invest is not
certain, in particular with respect to whether income and gains from such
instruments constitutes qualifying income. If a fund treats income from a
particular instrument as qualifying income and the income is later determined
not to constitute qualifying income, and, together with any other nonqualifying
income, causes the fund's nonqualifying income to exceed 10% of its gross
income in any taxable year, the fund will fail to qualify as a regulated
investment company unless it is eligible to and does pay a tax at the fund
level. Certain funds (including the Deutsche Enhanced Commodity Strategy Fund,
Deutsche Gold & Precious Metals Fund, and Deutsche Global Inflation Fund) have
obtained private letter rulings from the IRS confirming that the income and
gain earned through a wholly owned subsidiary that invests in certain types of
commodity-linked derivatives constitute qualifying income under the Code. The
IRS has currently suspended the issuance of such private letter rulings. See
"Investment in Wholly Owned Foreign Subsidiary" for more information.
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Because the rules described above and other federal income tax rules applicable
to these types of transactions are in some cases uncertain under current law,
an adverse determination or future guidance by the IRS with respect to these
rules (which determination or guidance could be retroactive) may affect whether
a fund has made sufficient distributions, and otherwise satisfied the relevant
requirements, to maintain its qualification as a regulated investment company
and avoid a fund-level tax. A fund intends to limit its activities in options,
futures contracts, forward contracts, short sales, swaps and related
transactions to the extent necessary to meet the requirements for qualification
and treatment as a regulated investment company under the Code.
REITs. A fund's investments in equity securities of REITs may result in a
fund's receipt of cash in excess of the REIT's earnings; if a fund distributes
these amounts, the distributions could constitute a return of capital to fund
shareholders for federal income tax purposes. In addition, such investments in
REIT equity securities also may require a fund to accrue and distribute income
not yet received. To generate sufficient cash to make the requisite
distributions, a fund may be required to sell securities in its portfolio
(including when it is not advantageous to do so) that it otherwise would have
continued to hold. Dividends received by a fund from a REIT will not qualify
for the corporate dividends-received deduction and generally will not
constitute qualified dividend income.
Under a notice issued by the IRS in October 2006 and Treasury regulations that
have yet to be issued but may apply retroactively, a portion of a fund's income
from a residual interest in a real estate mortgage investment conduit (REMIC)
or an equity interest in a taxable mortgage pool (TMP) including such income
received indirectly through a REIT or other pass-through entity (referred to in
the Code as an "excess inclusion") will be subject to federal income tax in all
events. This notice also provides, and the regulations are expected to provide,
that excess inclusion income of a regulated investment company will be
allocated to shareholders of the regulated investment company in proportion to
the dividends received by such shareholders, with the same consequences as if
the shareholders held the related REMIC or TMP interest directly (see "Taxation
of US Shareholders - Dividends and distributions - Additional considerations"
and see also "Tax-exempt Shareholders" for a summary of certain federal income
tax consequences to shareholders of distributions reported as excess inclusion
income).
Standby commitments. A fund may purchase municipal securities together with the
right to resell the securities to the seller at an agreed upon price or yield
within a specified period prior to the maturity date of the securities. Such a
right to resell is commonly known as a "put" and is also referred to as a
"standby commitment." A fund may pay for a standby commitment either in cash or
in the form of a higher price for the securities which are acquired subject to
the standby commitment, thus increasing the cost of securities and reducing the
yield otherwise available. Additionally, a fund may purchase beneficial
interests in municipal securities held by trusts, custodial arrangements or
partnerships and/or combined with third-party puts or other types of features
such as interest rate swaps; those investments may require a fund to pay
"tender fees" or other fees for the various features provided. The IRS has
issued a revenue ruling to the effect that, under specified circumstances, a
regulated investment company will be the owner of tax-exempt municipal
obligations acquired subject to a put option. The IRS has also issued private
letter rulings to certain taxpayers (which do not serve as precedent for other
taxpayers) to the effect that tax-exempt interest received by a regulated
investment company with respect to such obligations will be tax-exempt in the
hands of the company and may be distributed to its shareholders as
exempt-interest dividends. The IRS has subsequently announced that it will not
ordinarily issue advance ruling letters as to the identity of the true owner of
property in cases involving the sale of securities or participation interests
therein if the purchaser has the right to cause the security, or the
participation interest therein, to be purchased by either the seller or a third
party. A fund, where relevant, intends to take the position that it is the
owner of any municipal obligations acquired subject to a standby commitment or
other third party put and that tax-exempt interest earned with respect to such
municipal obligations will be tax-exempt in its hands. There is no assurance
that the IRS will agree with such position in any particular case. If a fund is
not viewed as the owner of such municipal obligations, it will not be permitted
to treat the exempt interest paid on such obligations as belonging to it. This
may affect the fund's eligibility to pay exempt-interest dividends to its
shareholders. Additionally, the federal income tax treatment of certain other
aspects of these investments, including the treatment of tender fees paid by a
fund, in relation to various regulated investment company tax provisions is
unclear. However, the Advisor intends to manage a fund's portfolio in a manner
designed to minimize any adverse impact from the tax rules applicable to these
investments.
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As described herein, in certain circumstances a fund may be required to
recognize taxable income or gain even though no corresponding amounts of cash
are received concurrently. A fund may therefore be required to obtain cash to
satisfy its distribution requirements by selling securities at times when it
might not otherwise be desirable to do so or by borrowing the necessary cash,
thereby incurring interest expense. In certain situations, a fund will, for a
taxable year, defer all or a portion of its capital losses and currency losses
realized after October 31 until the next taxable year in computing its
investment company taxable income and net capital gain, which will defer the
recognition of such realized losses. Such deferrals and other rules regarding
gains and losses realized after October 31 may affect the federal income tax
character of shareholder distributions.
Foreign investments. Income (including, in some cases, capital gains) from
investments in foreign stocks or securities may be subject to foreign taxes,
including withholding and other taxes imposed by foreign jurisdictions. Tax
conventions between certain countries and the US may reduce or eliminate such
taxes. It is not possible to determine a fund's effective rate of foreign tax
in advance since the amount of a fund's assets to be invested in various
countries is not known. Payment of such taxes will reduce a fund's yield on
those investments.
If a fund is liable for foreign taxes and if more than 50% of the value of a
fund's total assets at the close of its taxable year consists of stocks or
securities of foreign corporations (including foreign governments), a fund may
make an election pursuant to which certain foreign taxes paid by a fund would
be treated as having been paid directly by shareholders of a fund. Pursuant to
such election, shareholders may be able to claim a credit or deduction on their
federal income tax returns for their pro rata portions of qualified taxes paid
by a fund to foreign countries in respect of foreign securities that such fund
has held for at least the minimum period specified in the Code. In such a case,
shareholders will include in gross income from foreign sources their pro rata
shares of such taxes paid by a fund. Each shareholder of a fund will be
notified whether the foreign taxes paid by a fund will "pass through" for that
year and, if so, such notification will report the shareholder's portion of (i)
the foreign taxes paid by a fund and (ii) a fund's foreign source income.
Certain fund of funds also may qualify to pass through to shareholders foreign
taxes paid by underlying funds in which the fund of funds invests. See
Fund-of-Funds Structure, below.
A shareholder's ability to claim an offsetting foreign tax credit or deduction
in respect of foreign taxes paid by a fund is subject to certain limitations
imposed by the Code, which may result in the shareholder not receiving a full
credit or deduction (if any) for the amount of such taxes. Shareholders who do
not itemize on their US federal income tax returns may claim a credit (but not
a deduction) for such foreign taxes. The amount of foreign taxes that a
shareholder may claim as a credit in any year will generally be subject to a
separate limitation for "passive income," which includes, among other types of
income, dividends, interest and certain foreign currency gains. Because capital
gains realized by a fund on the sale of foreign securities will be treated as
US source income, the available credit of foreign taxes paid with respect to
such gains may be restricted. Shareholders that are not subject to US federal
income tax, and those who invest in a fund through tax-advantaged accounts
(including those who invest through individual retirement accounts or other
tax-advantaged retirement plans), generally will receive no benefit from any
tax credit or deduction passed through by a fund.
If a fund does not satisfy the requirements for passing through to its
shareholders their proportionate shares of any foreign taxes paid by a fund,
shareholders generally will not be entitled to claim a credit or deduction with
respect to foreign taxes incurred by a fund and will not be required to include
such taxes in their gross income.
A fund's transactions in foreign currencies, foreign-currency-denominated debt
obligations and certain foreign currency options, futures contracts and forward
contracts (and similar instruments) may in certain instances give rise to
ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned. Under section 988
of the Code, gains or losses attributable to fluctuations in exchange rates
between the time a fund accrues income or receivables or expenses or other
liabilities denominated in a foreign currency and the time a fund actually
collects such income or pays such liabilities are generally treated as ordinary
income or ordinary loss. In general, gains (and losses) realized on debt
instruments will be treated as section 988 gain (or loss) to the extent
attributable to changes in exchange rates between the US dollar and the
currencies in which the instruments are denominated. Similarly, gains or losses
on foreign currency, foreign currency forward contracts and certain foreign
currency options or futures contracts, to the extent attributable to
fluctuations in exchange rates between the acquisition and disposition dates,
are also treated as ordinary income or loss unless a fund elects otherwise. Any
such ordinary income treatment
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may accelerate or increase fund distributions to shareholders, and increase the
distributions taxed to shareholders as ordinary income. Any net ordinary losses
so created cannot be carried forward by a fund to offset income or gains earned
in subsequent taxable years. With regard to forward contracts entered into
beginning January 15, 2015 the Deutsche CROCI (Reg. TM) International Fund has
elected to treat eligible currency gains and losses derived from forward
contracts as capital gains and losses; not all currency gains and losses are
eligible for this treatment.
Investment in passive foreign investment companies (PFICs). If a fund purchases
shares in certain foreign investment entities, called "passive foreign
investment companies" (PFICs), it may be subject to US federal income tax on a
portion of any "excess distribution" or gain from the disposition of such
shares, which tax cannot be eliminated by making distributions to fund
shareholders. Such excess distributions and gains will be considered ordinary
income. Additional charges in the nature of interest may be imposed on a fund
in respect of deferred taxes arising from such distributions or gains.
However, a fund may elect to avoid the imposition of that tax. For example, a
fund may in certain cases elect to treat the PFIC as a "qualified electing
fund" under the Code (i.e., make a "QEF election"), in which case a fund would
be required to include in income each year its share of the ordinary earnings
and net capital gains of the qualified electing fund, even if such amounts were
not distributed to a fund. In order to make this election, a fund would be
required to obtain certain annual information from the PFICs in which it
invests, which may be difficult or not possible to obtain.
Alternatively, a fund may make a mark-to-market election that will result in a
fund being treated as if it had sold (and, solely for purposes of this
mark-to-market election, repurchased) its PFIC stock at the end of such fund's
taxable year. In such case, a fund would report any such gains as ordinary
income and would deduct any such losses as ordinary losses to the extent of
previously recognized gains. The QEF and mark-to-market elections must be made
separately for each PFIC owned by a fund and, once made, would be effective for
all subsequent taxable years, unless revoked with the consent of the IRS. By
making the election, a fund could potentially ameliorate the adverse federal
income tax consequences with respect to its ownership of shares in a PFIC, but
in any particular year may be required to recognize income in excess of the
distributions it receives from PFICs and its proceeds from dispositions of PFIC
stock. A fund may have to distribute this "phantom" income and gain to satisfy
the 90% distribution requirement and/or to avoid imposition of the 4% excise
tax. Making either of these elections therefore may require a fund to liquidate
other investments (including when it is not advantageous to do so) to meet its
distribution requirement, which also may accelerate the recognition of gain and
affect a fund's total return. A fund will make the appropriate tax elections,
if possible, and take any additional steps that are necessary to mitigate the
effect of these rules. Because it is not always possible to identify a foreign
corporation as a PFIC, a fund may incur the tax and interest charges described
above in some instances. Dividends paid by PFICs will not be eligible to be
treated as "qualified dividend income."
Investment in Wholly Owned Foreign Subsidiary. Certain funds may invest a
portion of their assets (but not more than 25% of the value of the fund's total
assets as of the end of each quarter of such fund's taxable year) in a wholly
owned foreign subsidiary that will invest in certain types of commodity-linked
derivatives (each a "Subsidiary"). Each Subsidiary was formed under the laws of
the Cayman Islands and is classified as a corporation for federal income tax
purposes.
For federal income tax purposes, each Subsidiary will be treated as a
controlled foreign corporation and the applicable fund will be treated as a "US
shareholder" of the Subsidiary. As a result, each fund will be required to
include in gross income for US federal income tax purposes all of its
Subsidiary's "subpart F income," whether or not such income is distributed by
the Subsidiary. It is expected that all or substantially all of each
Subsidiary's income will be "subpart F income." Each fund's recognition of its
Subsidiary's "subpart F income" will increase the fund's basis in its shares of
the Subsidiary. Distributions by a Subsidiary to the applicable fund will be
tax-free, to the extent of the Subsidiary's previously undistributed "subpart F
income," and will correspondingly reduce the fund's basis in its shares of the
Subsidiary. "Subpart F income" is generally treated as ordinary income,
regardless of the character of a Subsidiary's underlying income. Therefore,
each fund's investment in its Subsidiary may cause the fund to realize more
ordinary income than would be the case if the fund invested directly in the
investments held by its Subsidiary. If a net loss is realized by a Subsidiary,
such loss is not generally available to offset other income earned by the
applicable fund.
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As noted above, to qualify as a regulated investment company, a fund must
derive at least 90% of its gross income each taxable year from certain
specified sources. Income from direct investments in commodities and certain
commodity-linked derivatives generally does not constitute qualifying income.
The IRS has formerly issued a number of private letter rulings to investment
companies concluding that income derived from an investment in a wholly owned
foreign subsidiary that invests in commodity-linked derivatives constitutes
qualifying income but each of these private letter rulings applies only to the
taxpayer that received it and may not be used or cited as precedent. Deutsche
Enhanced Commodity Strategy Fund, Deutsche Gold & Precious Metals Fund and
Deutsche Global Inflation Fund each obtained a ruling. The IRS has since
suspended the issuance of such rulings and is reviewing its policy in this
area. It is possible that, as a consequence of its current review of this area,
the IRS will reverse its prior position and publish guidance under which it
will take the position that income and gains a fund derives from its investment
in its Subsidiary do or will not constitute qualifying income. In such a case,
a fund could fail to qualify as a regulated investment company, could be
limited in its ability to implement its current investment strategies and may
need to significantly change its investment strategies, which could adversely
affect the fund. A fund also may incur transaction and other costs to comply
with any new or additional guidance from the IRS.
Investments in the Master Portfolios. Special tax considerations apply to a
Feeder Fund investing in a Master Portfolio. As noted above, each Master
Portfolio is treated as a partnership for US federal income tax purposes. For
US federal income tax purposes, a Feeder Fund generally will be allocated its
distributive share (as determined in accordance with the governing instruments
of the applicable Master Portfolio, as well as with the Code, the Treasury
regulations thereunder, and other applicable authority) of the income, gains,
losses, deductions, credits, and other tax items of its Master Portfolio so as
to reflect the Feeder Fund's interests in the Master Portfolio. A Master
Portfolio may modify its partner allocations to comply with applicable tax
regulations, including, without limitation, the income tax regulations under
Sections 704, 734, 743, 754, and 755 of the Code. It also may make special
allocations of specific tax items, including gross income, gain, deduction, or
loss. These modified or special allocations could result in a Feeder Fund, as a
partner, receiving more or less items of income, gain, deduction, or loss
(and/or income, gain, deduction, or loss of a different character) than it
would in the absence of such modified or special allocations. A Feeder Fund
will be required to include in its income its share of its Master Portfolio's
tax items, including gross income, gain, deduction, or loss, for any taxable
year regardless of whether or not the Master Portfolio distributes any cash to
the Feeder Fund in such year.
A Master Portfolio is not required, and generally does not expect, to make
distributions (other than distributions in redemption of Master Portfolio
interests) to its investors each year. Accordingly, the income recognized by a
Feeder Fund in respect of its investment in a Master Portfolio could exceed
amounts distributed (if any) by the Master Portfolio to the Feeder Fund in a
particular taxable year, and thus the Feeder Fund could be required to redeem a
portion of its interests in the Master Portfolio in order to obtain sufficient
cash to satisfy its annual distribution requirements (described above) and to
otherwise avoid fund-level US federal income and excise taxes.
A Feeder Fund's receipt of a non-liquidating cash distribution from a Master
Portfolio generally will result in recognized gain (but not loss) only to the
extent that the amount of the distribution exceeds the Feeder Fund's adjusted
basis in its interests of the Master Portfolio before the distribution. A
Feeder Fund that receives a liquidating cash distribution from a Master
Portfolio generally will recognize capital gain to the extent of the difference
between the proceeds received by the Feeder Fund and the Feeder Fund's adjusted
tax basis in interests of such Master Portfolio; however, the Feeder Fund
generally will recognize ordinary income, rather than capital gain, to the
extent that the Feeder Fund's allocable share of "unrealized receivables"
(including any accrued but untaxed market discount) and substantially
appreciated inventory, if any, exceeds the Feeder Fund's share of the basis in
those unrealized receivables and substantially appreciated inventory. Any
capital loss realized on a liquidating cash distribution may be recognized by a
Feeder Fund only if it redeems all of its Master Portfolio interests for cash.
A Feeder Fund generally will not recognize gain or loss on an in-kind
distribution of property from a Master Portfolio, including on an in-kind
redemption of Master Portfolio interests. However, certain exceptions to this
general rule may apply.
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TAXATION OF US SHAREHOLDERS
DIVIDENDS AND DISTRIBUTIONS. A fund intends to distribute substantially all of
its net investment company taxable income (computed without regard to the
dividends-paid deduction) and net capital gain (that is, the excess of net
realized long-term capital gains over net realized short-term capital losses),
if any, to shareholders each year. Unless a shareholder instructs the
Trust/Corporation to pay such dividends and distributions in cash, they will be
automatically reinvested in additional shares of a fund.
Dividends and other distributions by a fund are generally treated under the
Code as received by the shareholders at the time the dividend or distribution
is made, whether you receive them in cash or reinvest them in additional
shares. However, any dividend or distribution declared by a fund in October,
November or December of any calendar year and payable to shareholders of record
on a specified date in such a month shall be deemed to have been received by
each shareholder on December 31 of such calendar year and to have been paid by
a fund not later than such December 31, provided such dividend is actually paid
by a fund on or before January 31 of the following calendar year. Dividends and
distributions received by a retirement plan qualifying for tax-exempt treatment
under the Code will not be subject to current US federal income taxation.
However, withdrawals from such retirement plans may be subject to US federal
income tax.
If a fund retains for investment an amount equal to all or a portion of its net
capital gain, it will be subject to federal income tax at the fund level at
regular corporate rates on the amount retained. In that event, a fund may
designate such retained amount as undistributed capital gains in a notice to
its shareholders who (i) will be required to include in income for US federal
income tax purposes, as long-term capital gains, their proportionate shares of
the undistributed amount, and (ii) will be entitled to credit their
proportionate shares of the federal income tax paid by a fund on the
undistributed amount against their US federal income tax liabilities, if any,
and to claim refunds to the extent their credits exceed their liabilities. The
tax basis of shares owned by a fund shareholder, for US federal income tax
purposes, will be increased by an amount equal to the difference between the
amount of undistributed capital gains included in the shareholder's gross
income and the federal income tax deemed paid by the shareholder under clause
(ii) of the preceding sentence. Organizations or persons not subject to federal
income tax on such capital gains will be entitled to a refund of their pro rata
share of such taxes paid by a fund upon filing appropriate returns or claims
for refund with the IRS.
For federal income tax purposes, distributions of investment income (other than
"exempt-interest dividends," see below) are generally taxable to shareholders
as ordinary income. Taxes on distributions of capital gains are determined by
how long a fund owned (or is deemed to have owned) the investments that
generated them, rather than how long a shareholder has owned his or her shares.
In general, the fund will recognize long-term capital gain or loss on assets it
has owned (or is deemed to have owned) for more than one year, and short-term
capital gain or loss on investments it has owned (or is deemed to have owned)
for one year or less. Distributions of net capital gains that are properly
reported by a fund as capital gain dividends (Capital Gain Dividends) will be
taxable as long-term capital gains includible in and taxed at the reduced rates
applicable to net capital gain. Distributions from capital gains are generally
made after applying any available capital loss carryovers. Except as discussed
below, all other dividends of a fund (including dividends from short-term
capital gains) from current and accumulated earnings and profits are generally
subject to federal income tax as ordinary income.
Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on
the net investment income of certain individuals, trusts and estates to the
extent their income exceeds certain threshold amounts. For these purposes, "net
investment income" generally includes, among other things, (i) distributions
paid by a fund of net investment income and capital gains (other than
exempt-interest dividends, described below) as described above, and (ii) any
net gain from the sale, redemption or exchange of a fund's shares. Shareholders
are advised to consult their tax advisors regarding the possible implications
of this additional tax on their investment in a fund.
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Qualified dividend income. Dividends reported by a fund as derived from
"qualified dividend income" will be taxed to individuals and other noncorporate
shareholders at the reduced federal income tax rates generally applicable to
net capital gains, provided certain holding period and other requirements are
met at both the shareholder and fund levels. Dividends subject to these special
rules are not actually treated as capital gains, however, and thus are not
included in the computation of an individual's net capital gain and generally
cannot be offset by capital losses.
If 95% or more of a fund's gross income (excluding net long-term capital gain
over net short-term capital loss) in a taxable year is attributable to
qualified dividend income received by a fund, 100% of the dividends paid by a
fund (other than distributions reported by a fund as Capital Gain Dividends) to
individuals and other noncorporate shareholders during such taxable year will
be eligible to be treated as qualified dividend income. If less than 95% of a
fund's gross income is attributable to qualified dividend income, then only the
portion of the fund's dividends that is attributable to qualified dividend
income and reported as such by the fund will be eligible to be treated as
qualified dividend income.
For these purposes, qualified dividend income generally means income from
dividends received by a fund from US corporations and certain foreign
corporations. Dividend income received by a fund and distributed to a fund
shareholder may not be treated as qualified dividend income by the shareholder
unless a fund satisfies certain holding period and other requirements with
respect to the stock in its portfolio generating such dividend income and the
shareholder meets certain holding period and other requirements with respect to
a fund's shares. A dividend will not be treated as qualified dividend income
(at either a fund or shareholder level) (1) if the dividend is received with
respect to any share of stock held for fewer than 61 days during the 121-day
period beginning on the date which is 60 days before the date on which such
share becomes ex-dividend with respect to such dividend (or, in the case of
certain preferred stock, 91 days during the 181-day period beginning 90 days
before such date), (2) to the extent that the recipient is under an obligation
(whether pursuant to a short sale or otherwise) to make related payments with
respect to positions in substantially similar or related property, (3) if the
recipient elects to have the dividend income treated as investment income for
purposes of the limitation on deductibility of investment interest, or (4) if
the dividend is received from a foreign corporation that is (a) not eligible
for the benefits of a comprehensive income tax treaty with the United States
(with the exception of dividends paid on stock of such a foreign corporation
readily tradable on an established securities market in the United States) or
(b) treated as a passive foreign investment company. For purposes of
determining the holding period for stock on which a dividend is received, such
holding period is reduced for any period the recipient has an option to sell,
is under a contractual obligation to sell or has made (and not closed) a short
sale of substantially identical stock or securities, and in certain other
circumstances.
Qualified dividend income does not include any dividends received from
tax-exempt corporations or interest from fixed income securities. Also,
dividends received by a fund from a REIT or another regulated investment
company are generally qualified dividend income only to the extent the dividend
distributions are made out of qualified dividend income received by such REIT
or other regulated investment company. In the case of securities lending
transactions, payments in lieu of dividends are not qualified dividend income.
Dividends-received deduction. If dividends from domestic corporations
constitute a portion of a fund's gross income, a portion of the income
distributions of a fund may be eligible for the 70% dividends-received
deduction generally available to corporations to the extent of the amount of
eligible dividends received by a fund from domestic corporations for the
taxable year. A dividend received by a fund will not be treated as a dividend
eligible for the dividends-received deduction (i) if it has been received with
respect to any share of stock that the fund has held for less than 46 days (91
days in the case of certain preferred stock) during the 91-day period beginning
on the date which is 45 days before the date on which such share becomes
ex-dividend with respect to such dividend (during the 181-day period beginning
90 days before such date in the case of certain preferred stock) or (ii) to the
extent that the fund is under an obligation (pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property. Moreover, the dividends-received deduction may
otherwise be disallowed or reduced (i) if a corporate shareholder fails to
satisfy the foregoing requirements with respect to its shares of a fund or (ii)
by application of various provisions of the Code (for instance, the
dividends-received deduction is reduced in the case of a dividend received on
debt-financed portfolio stock (generally, stock acquired with borrowed funds)).
For purposes of determining the holding period for stock on which a dividend is
received, such holding period is reduced for any period the recipient has an
option to sell, is under a contractual obligation to sell or has made (and not
closed) a short sale of substantially identical stock or securities, and in
certain other circumstances.
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Distributions from REITs do not qualify for the deduction for dividends
received. Shareholders will be informed of the portion of fund dividends that
so qualifies.
Capital gains. In determining its net capital gain, including in connection
with determining the amount available to support a Capital Gain Dividend, its
taxable income and its earnings and profits, a fund may elect to treat any
post-October capital loss (defined as any net capital loss attributable to the
portion of the taxable year after October 31 or, if there no such loss, the net
long-term capital loss or net short-term capital loss attributable to such
portion of the taxable year) and late-year ordinary loss (generally, the sum of
its. (i) net ordinary losses from the sale, exchange or other taxable
disposition of property, attributable to the portion of the taxable year after
October 31 and its (ii) other net ordinary losses attributable to the portion
of the taxable year after December 31) as if incurred in the succeeding taxable
year.
Capital gains distributions may be reduced if a fund has capital loss
carryforwards available. Capital losses in excess of capital gains ("net
capital losses") are not permitted to be deducted against a fund's net
investment income. Instead, subject to certain limitations, a fund may carry
forward a net capital loss from any taxable year to offset capital gains, if
any, realized during a subsequent taxable year. If a fund incurs or has
incurred net capital losses in taxable years beginning after December 22, 2010
("post-2010 losses"), those losses will be carried forward to one or more
subsequent taxable years without expiration; any such carryforward losses will
retain their character as short-term or long-term. If a fund incurred net
capital losses in a taxable year beginning on or before December 22, 2010
("pre-2011 losses"), the fund is permitted to carry such losses forward for
eight taxable years; in the year to which they are carried forward, such losses
are treated as short-term capital losses that first offset any short-term
capital gains, and then offset any long-term capital gains. A fund must use any
post-2010 losses, which will not expire, before it uses any pre-2011 losses.
This increases the likelihood that pre-2011 losses will expire unused at the
conclusion of the eight-year carryforward period. Capital loss carryforwards
are reduced to the extent they offset current-year net realized capital gains,
whether the fund retains or distributes such gains. Any capital loss
carryforwards and any post-October loss deferrals to which a fund is entitled
are disclosed in a fund's annual reports to shareholders.
Additional considerations. Certain of a fund's investments in derivative
instruments and foreign currency-denominated instruments, and any of a fund's
transactions in foreign currencies and hedging activities, are likely to
produce a difference between its book income and the sum of its taxable income
and net tax-exempt income. If there are differences between a fund's book
income and the sum of its taxable income and net tax-exempt income, a fund may
be required to distribute amounts in excess of its book income or a portion of
fund distributions may be treated as a return of capital to shareholders. If a
fund's book income exceeds the sum of its taxable income (including realized
capital gains) and net tax-exempt income, the distribution of such excess
generally will be treated as (i) a dividend to the extent of a fund's remaining
earnings and profits, (ii) thereafter, as a return of capital to the extent of
the recipient's basis in its shares, and (iii) thereafter, as gain from the
sale or exchange of a capital asset. If a fund's book income is less than the
sum of its taxable income and net tax-exempt income, a fund could be required
to make distributions exceeding its book income to qualify for treatment as a
regulated investment company.
Distributions to shareholders reported as excess inclusion income (see Special
tax provisions that apply to certain investments - REITs) (i) may constitute
"unrelated business taxable income" (UBTI) for those shareholders who would
otherwise be exempt from federal income tax, such as individual retirement
accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable
entities, thereby potentially requiring such an entity that is allocated excess
inclusion income, and otherwise might not be required to file a federal income
tax return, to file a tax return and pay tax on such income, (ii) cannot be
offset by net operating losses (subject to a limited exception for certain
thrift institutions), (iii) will not be eligible for reduced US withholding tax
rates for non-US shareholders (including non-US shareholders eligible for the
benefits of a US income tax treaty), and (iv) may cause a fund to be subject to
tax if certain "disqualified organizations," as defined in the Code, are fund
shareholders. A shareholder will be subject to US federal income tax on such
inclusions notwithstanding any exemption from such income tax otherwise
available under the Code. See Tax-exempt shareholders below.
All distributions by a fund result in a reduction in the net asset value of a
fund's shares. Should a distribution reduce the net asset value below a
shareholder's cost basis, such distribution would nevertheless be taxable to
the shareholder as ordinary income, qualified dividend income or capital gain
as described above, even though, from an investment
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standpoint, it may constitute a partial return of capital. In particular,
investors should be careful to consider the tax implications of buying shares
just prior to a distribution. The price of shares purchased at that time
includes the amount of the forthcoming distribution. Those purchasing fund
shares just prior to a distribution will receive a partial return of capital
upon the distribution, which nevertheless may be taxable to them for federal
income tax purposes.
After the end of each calendar year, a fund will inform shareholders of the
federal income tax status of dividends and distributions paid (or treated as
paid) during such calendar year.
Exempt-interest dividends. Any dividends paid by a fund that are reported by a
fund as exempt-interest dividends will not be subject to regular federal income
tax. A fund will be qualified to pay exempt-interest dividends to its
shareholders if, at the end of each quarter of a fund's taxable year, at least
50% of the total value of a fund's assets consists of obligations of a state or
political subdivision thereof the interest on which is exempt from federal
income tax under Code section 103(a). Distributions that a fund reports as
exempt-interest dividends are treated as interest excludable from shareholders'
gross income for federal income tax purposes but may result in liability for
federal alternative minimum tax purposes and for state and local tax purposes,
both for individual and corporate shareholders. For example, if a fund invests
in "private activity bonds," certain shareholders may be subject to alternative
minimum tax on the part of a fund's distributions derived from interest on such
bonds.
Certain funds of funds may also qualify to pay exempt-interest dividends to
shareholders, to the extent of exempt-interest dividends received from
underlying funds in which the fund of funds invests. See Fund-of-Funds
structure, below.
Interest on indebtedness incurred directly or indirectly to purchase or carry
shares of a fund will not be deductible to the extent it is deemed related to
exempt-interest dividends paid by a fund. The portion of interest that is not
deductible is equal to the total interest paid or accrued on the indebtedness,
multiplied by the percentage of a fund's total distributions (not including
Capital Gain Dividends) paid to the shareholder that are exempt-interest
dividends. Under rules used by the IRS to determine when borrowed funds are
considered incurred for the purpose of purchasing or carrying particular
assets, the purchase of shares may be considered to have been made with
borrowed funds even though such funds are not directly traceable to the
purchase of shares. In addition, the Code may require a shareholder that
receives exempt-interest dividends to treat as taxable income a portion of
certain otherwise non-taxable social security and railroad retirement benefit
payments. A portion of any exempt-interest dividend paid by a fund that
represents income derived from certain revenue or private activity bonds held
by a fund may not retain its tax-exempt status in the hands of a shareholder
who is a "substantial user" of a facility financed by such bonds, or a "related
person" thereof. Moreover, some or all of the exempt-interest dividends
distributed by a fund may be a specific preference item, or a component of an
adjustment item, for purposes of the federal individual and corporate
alternative minimum taxes. The receipt of dividends and distributions from a
fund may affect a foreign corporate shareholder's federal "branch profits" tax
liability and the federal "excess net passive income" tax liability of a
shareholder that is a Subchapter S corporation. Shareholders should consult
their own tax advisors as to whether they are (i) "substantial users" with
respect to a facility or "related" to such users within the meaning of the Code
or (ii) subject to a federal alternative minimum tax, the federal "branch
profits" tax or the federal "excess net passive income" tax.
Shareholders that are required to file tax returns are required to report
tax-exempt interest income, including exempt-interest dividends, on their
federal income tax returns. A fund will inform shareholders of the federal
income tax status of its distributions after the end of each calendar year,
including the amounts, if any, that qualify as exempt-interest dividends and
any portions of such amounts that constitute tax preference items under the
federal alternative minimum tax. Shareholders who have not held shares of a
fund for a full taxable year may have designated as tax-exempt or as a tax
preference item a percentage of their distributions which is different from the
percentage of a fund's income that was tax-exempt or comprising tax preference
items during the period of their investment in a fund. Shareholders should
consult their tax advisors for more information.
TRANSACTIONS IN FUND SHARES. Upon the sale or exchange of his or her shares, a
shareholder generally will realize a taxable gain or loss equal to the
difference between the amount realized and his or her basis in the shares. A
redemption of shares by a fund generally will be treated as a sale for this
purpose. Such gain or loss will be treated as capital gain or loss if the
shares are capital assets in the shareholder's hands, and will be long-term
capital gain or loss if the shares are held for more than one year and
short-term capital gain or loss if the shares are held for one year or less.
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Except in the case of Deutsche Variable NAV Money Fund, any loss realized on a
sale or exchange will be disallowed to the extent the shares disposed of are
replaced, including replacement through the reinvesting of dividends and
capital gains distributions in a fund, within a 61-day period beginning thirty
(30) days before and ending thirty (30) days after the disposition of the
shares. In such a case, the basis of the shares acquired will be increased to
reflect the disallowed loss.
Any loss realized upon a taxable disposition of a fund's shares held by a
shareholder for six months or less will be treated as long-term, rather than
short-term, to the extent of any capital gain dividends received (or deemed
received) by the shareholder with respect to the shares. Any loss realized by a
shareholder on the sale of fund shares held by the shareholder for six months
or less will be disallowed to the extent of any exempt-interest dividends
received by the shareholder with respect to such shares, unless a fund declares
exempt-interest dividends on a daily basis in an amount equal to at least 90%
of its net tax-exempt interest and distributes such dividends on a monthly or
more frequent basis. A shareholder's ability to utilize capital losses may be
limited under the Code. If a shareholder incurs a sales charge in acquiring
shares of a fund, disposes of those shares within 90 days and then acquires by
January 31 of the calendar year following the calendar year in which the
disposition occurred shares in a mutual fund for which the otherwise applicable
sales charge is reduced by reason of a reinvestment right (e.g., an exchange
privilege), the original sales charge will not be taken into account in
computing gain or loss on the original shares to the extent the subsequent
sales charge is reduced. Instead, the disregarded portion of the original sales
charge will be added to the tax basis of the newly acquired shares.
Furthermore, the same rule also applies to a disposition of the newly acquired
shares made within 90 days of the second acquisition. This provision prevents a
shareholder from immediately deducting the sales charge by shifting his or her
investment within a family of mutual funds.
The sale or other disposition of shares of a fund by a retirement plan
qualifying for tax-exempt treatment under the Code will not be subject to US
federal income tax. However, withdrawals from such retirement plans may be
subject to US federal income tax. Because the federal income tax treatment of a
sale or exchange of fund shares depends on your purchase price and your
personal tax position, you should keep your regular account statements to use
in determining your federal income tax liability.
Under proposed regulations, a shareholder of Deutsche Variable NAV Money Fund
may elect a simplified method for determining gain or loss on fund shares. This
simplified method is called the NAV method. Under the NAV method, gain or loss
on fund shares is not computed on every sale or redemption. Instead, gain or
loss is based on the aggregate value of a shareholder's fund shares during the
computation period. A shareholder's gain or loss generally equals (i) the
aggregate fair market value of the shareholder's shares in the fund at the end
of the computation period, (ii) minus the aggregate fair market value of the
shareholder's shares at the end of the prior computation period, (iii) minus
the shareholder's "net investment" in the fund for the computation period. A
shareholder's net investment is the aggregate cost of fund shares purchased
during the computation period (including reinvested dividends) minus the
aggregate amount received in taxable redemptions of fund shares during the same
period. The computation period may be the shareholder's taxable year or a
shorter period, as long as all computation periods are approximately equal in
length and contain days from only one taxable year and every day during the
taxable year falls within one and only one computation period. Any capital gain
or loss realized under the NAV method will be a short-term capital gain or
loss. Although the proposed regulations do not apply until they are finalized,
the proposed regulations permit taxpayers to rely on the proposed regulations
until the regulations are finalized for taxable years ending on or after July
28, 2014. It is currently unclear when the regulations will be finalized.
Shareholders should consult their own tax advisor to determine if the NAV
method is appropriate for their individual circumstances.
COST BASIS REPORTING. A fund or, for a shareholder that purchased fund shares
through a financial intermediary, the financial intermediary, is generally
required to report to the IRS, and furnish to such shareholder "cost basis" and
"holding period" information for fund shares the shareholder acquired on or
after January 1, 2012 and redeemed on or after that date (covered shares).
These requirements do not apply to investments through a tax-deferred
arrangement or to shares of money market funds. For covered shares, the fund or
the financial intermediary, as appropriate, will report the following
information to the IRS and to the shareholder on Form 1099-B: (i) the adjusted
basis of such shares; (ii) the gross proceeds received on the redemption; and
(iii) whether any gain or loss with respect to the redeemed shares is long-term
or short-term.
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With respect to fund shares in accounts held directly with a fund, the fund
will calculate and report cost basis using a fund's default method of average
cost, unless the shareholder instructs the fund to use a different calculation
method. Please visit the Deutsche AM Web site at deutschefunds.com (the Web
site does not form a part of this Statement of Additional Information) for more
information.
Shareholders who hold fund shares through a financial intermediary should
contact the financial intermediary regarding the cost basis reporting default
method used by the financial intermediary and the reporting elections
available.
Shareholders should contact a tax advisor regarding the application of the cost
basis reporting rules to their particular situation, including whether to elect
a cost basis calculation method or use a fund's default method of average cost.
TAX-EXEMPT SHAREHOLDERS. A fund generally serves to "block" (that is, prevent
the attribution to shareholders of) UBTI from being realized by tax-exempt
shareholders. Notwithstanding this "blocking" effect, a tax-exempt shareholder
could recognize UBTI by virtue of its investment in a fund if shares in a fund
constitute debt-financed property in the hands of the tax-exempt shareholder
within the meaning of Code Section 514(b).
Furthermore, a tax-exempt shareholder may recognize UBTI if a fund recognizes
"excess inclusion income" derived from direct or indirect investments in REMIC
residual interests or TMPs if the amount of such income recognized by a fund
exceeds a fund's investment company taxable income (after taking into account
deductions for dividends paid by a fund). Any investment in residual interests
of a Collateralized Mortgage Obligation (CMO) that has elected to be treated as
a REMIC likewise can create complex tax problems, especially if a fund has
state or local governments or other tax-exempt organizations as shareholders.
In addition, special tax consequences apply to charitable remainder trusts
(CRTs) that invest in regulated investment companies that invest directly or
indirectly in residual interests in REMICs or equity interests in TMPs. Under
legislation enacted in December 2006, if a CRT (defined in section 664 of the
Code) realizes any UBTI for a taxable year, it must pay an excise tax annually
of an amount equal to such UBTI. Under IRS guidance issued in October 2006, a
CRT will not recognize UBTI as a result of investing in a fund that recognizes
"excess inclusion income." Rather, if at any time during any taxable year a CRT
(or one of certain other tax-exempt shareholders, such as the United States, a
state or political subdivision, or an agency or instrumentality thereof, and
certain energy cooperatives) is a record holder of a share in a fund that
recognizes "excess inclusion income," then a fund will be subject to a tax on
that portion of its "excess inclusion income" for the taxable year that is
allocable to such shareholders at the highest federal corporate income tax
rate. The extent to which this IRS guidance remains applicable in light of the
December 2006 legislation is unclear. To the extent permitted under the 1940
Act and the Code, a fund may elect to specially allocate any such tax to the
applicable CRT, or other shareholder, and thus reduce such shareholder's
distributions for the year by the amount of the tax that relates to such
shareholder's interest in a fund. CRTs and other tax-exempt investors are urged
to consult their tax advisors concerning the consequences of investing in a
fund.
BACKUP WITHHOLDING AND OTHER TAX CONSIDERATIONS.
A fund generally is required to withhold US federal income tax on distributions
(including exempt-interest dividends) and redemption proceeds payable to
shareholders who fail to provide a fund with their correct taxpayer
identification number or to make required certifications, who have
underreported dividend or interest income, or who have been notified (or when a
fund is notified) by the IRS that they are subject to backup withholding. The
backup withholding tax rate is currently 28%. Corporate shareholders and
certain other shareholders specified in the Code generally are exempt from such
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's US federal income tax
liability.
Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisors to
determine the suitability of shares of a fund as an investment through such
plans and the precise effect of an investment on their particular tax
situation.
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A fund's shareholders may be subject to state and local taxes on distributions
received from a fund and on redemptions of a fund's shares. Rules of state and
local taxation of dividend and capital gains distributions from regulated
investment companies often differ from rules for federal income taxation
described above. You are urged to consult your tax advisor as to the
consequences of these and other state and local tax rules affecting an
investment in a fund.
If a shareholder recognizes a loss with respect to a fund's shares of $2
million or more for an individual shareholder or $10 million or more for a
corporate shareholder, the shareholder must file with the IRS a disclosure
statement on Form 8886. Direct shareholders of portfolio securities are in many
cases excepted from this reporting requirement, but under current guidance
shareholders of a regulated investment company are not excepted. The fact that
a loss is reportable under these regulations does not affect the legal
determination of whether the taxpayer's treatment of the loss is proper.
Shareholders should consult their tax advisors to determine the applicability
of these regulations in light of their individual circumstances.
SHAREHOLDER REPORTING OBLIGATIONS WITH RESPECT TO FOREIGN BANK AND FINANCIAL
ACCOUNTS. Shareholders that are US persons and own, directly or indirectly,
more than 50% of a fund by vote or value could be required to report annually
their "financial interest" in a fund's "foreign financial accounts," if any, on
FinCen Form 114, Report of Foreign Bank and Financial Accounts. Shareholders
should consult a tax advisor regarding the applicability to them of this
reporting requirement.
OTHER REPORTING AND WITHHOLDING REQUIREMENTS.
Sections 1471-1474 of the Code and the US Treasury and IRS guidance issued
thereunder (collectively, FATCA) generally require a Fund to obtain information
sufficient to identify the status of each of its shareholders under FATCA or
under an applicable intergovernmental agreement (an IGA) between the US and a
foreign government. If a shareholder fails to provide the requested information
or otherwise fails to comply with FATCA or an IGA, a Fund may be required to
withhold under FATCA at a rate of 30% with respect to that shareholder on
ordinary dividends it pays after June 30, 2014 (or, in certain cases, after
later dates), and 30% of the gross proceeds of share redemptions or exchanges
and certain Capital Gain Dividends it pays after December 31, 2018. If a
payment by a Fund is subject to FATCA withholding, a Fund is required to
withhold even if such payment would otherwise be exempt from withholding under
the rules applicable to foreign shareholders described above (e.g., Capital
Gain Dividends). Each prospective investor is urged to consult its tax advisor
regarding the applicability of FATCA and any other reporting requirements with
respect to the prospective investor's own situation, including investments
through an intermediary.
TAXATION OF NON-US SHAREHOLDERS. In general, dividends other than Capital Gain
Dividends and exempt-interest dividends paid by a fund to a shareholder that is
not a "US person" within the meaning of the Code (non-US shareholder) are
subject to withholding of US federal income tax at a rate of 30% (or lower
applicable treaty rate) even if they are funded by income or gains (such as
portfolio interest, short-term capital gains, or foreign-source dividend and
interest income) that, if paid to a non-US shareholder directly, would not be
subject to withholding. Distributions properly reported as Capital Gain
Dividends and exempt-interest dividends generally are not subject to
withholding of federal income tax.
A fund is not required to withhold any amounts (i) with respect to
distributions from US-source interest income of types similar to those not
subject to US federal income tax if earned directly by an individual non-US
shareholder, to the extent such distributions are properly reported by a fund
(interest-related dividends), and (ii) with respect to distributions of net
short-term capital gains in excess of net long-term capital losses, to the
extent such distributions are properly reported by the fund (short-term capital
gain dividends). The exception to withholding for interest-related dividends
does not apply to distributions to a non-US shareholder (A) that has not
provided a satisfactory statement that the beneficial owner is not a US person,
(B) to the extent that the dividend is attributable to certain interest on an
obligation if the non-US shareholder is the issuer or is a 10% shareholder of
the issuer, (C) that is within certain foreign countries that have inadequate
information exchange with the United States, or (D) to the extent the dividend
is attributable to interest paid by a person that is a related person of the
non-US shareholder and the non-US shareholder is a controlled foreign
corporation. The exception to withholding for short-term capital gain dividends
does not apply to (A) distributions to an individual non-US shareholder who is
present in the United States for a period or periods aggregating 183 days or
more during the year of the distribution and (B) distributions subject to
special rules regarding the disposition of
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US real property interests (USRPIs) as defined below. Depending on the
circumstances, a fund may make designations of interest-related and/or
short-term capital gain dividends with respect to all, some or none of its
potentially eligible dividends and/or treat such dividends, in whole or in
part, as ineligible for these exemptions from withholding. A fund does not
currently intend to make designations of interest-related dividends.
A non-US shareholder is not, in general, subject to US federal income tax on
gains (and is not allowed a deduction for losses) realized on the sale of
shares of a fund or on Capital Gain Dividends unless: (i) such gain or dividend
is effectively connected with the conduct by the non-US shareholder of a trade
or business within the United States; (ii) in the case of a non-US shareholder
that is an individual, the shareholder is present in the United States for a
period or periods aggregating 183 days or more during the year of the sale or
the receipt of the Capital Gain Dividend and certain other conditions are met;
or (iii) the shares constitute USRPIs or the Capital Gain Dividends are
attributable to gains from the sale or exchange of USRPIs in accordance with
the rules set forth below.
The 30% withholding tax does not apply to dividends paid to a non-US
shareholder who provides a Form W-8ECI, certifying that the dividends are
effectively connected with the non-US shareholder's conduct of a trade or
business within the United States. Instead, foreign shareholders with respect
to whom income from a fund is effectively connected with a trade or business
conducted by the foreign shareholder within the United States will in general
be subject to US federal income tax on the income derived from a fund at the
graduated rates applicable to US citizens, residents or domestic corporations,
whether such income is received in cash or reinvested in shares of a fund and,
in the case of a foreign corporation, may also be subject to a branch profits
tax. If a foreign shareholder is eligible for the benefits of a tax treaty, any
effectively connected income or gain will generally be subject to US federal
income tax on a net basis only if it is also attributable to a permanent
establishment maintained by the shareholder in the US. More generally, foreign
shareholders who are residents in a country with an income tax treaty with the
US may obtain different tax results than those described herein, and are urged
to consult their tax advisors.
In order to qualify for any exemption from withholding tax or a reduced rate of
withholding tax under an applicable income tax treaty, a non-US shareholder
will need to comply with applicable certification requirements relating to its
non-US status (including, in general, furnishing an IRS Form W-8BEN or
substitute form). In the case of shares held through an intermediary, the
intermediary may withhold tax even if a fund reports a dividend as an
interest-related dividend or short-term capital gain dividend. Non-US
shareholders should contact their intermediaries with respect to the
application of these rules to their accounts.
A non-US shareholder who fails to provide an IRS Form W-8BEN or other
applicable form may be subject to backup withholding at the appropriate rate.
In general, except as noted in this subsection, US federal withholding tax will
not apply to any gain or income realized by a non-US shareholder in respect of
any distributions of net long-term capital gains over net short-term capital
losses, exempt-interest dividends, or upon the sale or other disposition of
shares of a fund.
Special rules apply to distributions to certain non-US shareholders from a fund
if a fund is either a "US real property holding corporation" (USRPHC) or would
be a USRPHC but for the operation of the exceptions to the definition thereof
described below. Additionally, special rules apply to the sale of shares in a
fund if a fund is a USRPHC or former USRPHC. Very generally, a USRPHC is a
domestic corporation that holds US real property interests (USRPIs) the fair
market value of which equals or exceeds 50% of the sum of the fair market
values of the corporation's USRPIs plus interests in real property located
outside the United States and other assets. USRPIs are defined as any interest
in US real property or any interest (other than a creditor) in a USRPHC or
former USRPHC. If a fund holds (directly or indirectly) significant interests
in REITs, it may be a USRPHC. The special rules discussed in the next paragraph
also apply to distributions from a fund if it would be a USRPHC absent
exclusions from USRPI treatment for interests in domestically controlled REITs
or regulated investment companies and not-greater-than-10% interests in
publicly traded classes of stock in REITs or not-greater-than-5% interests in
publicly traded classes of stock in regulated investment companies.
If a fund is a USRPHC or would be a USRPHC but for the exceptions from the
definition of USRPI (described above), under a "look-through" rule,
distributions by a fund that are attributable directly or indirectly to (a)
gain realized on the disposition of USRPIs by a fund; and (b) distributions
received by a fund from a lower-tier regulated investment company
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or REIT that a fund is required to treat as USRPI gain in its hands will retain
their character as gains realized from USRPIs in the hands of a fund's non-US
shareholders. If the non-US shareholder holds (or has held at any time during
the prior year) more than a 5% interest in a class of stock of a fund, such
distributions received by the shareholder with respect to such class of stock
will be treated as gains "effectively connected" with the conduct of a "US
trade or business," and subject to tax at graduated rates. Moreover, such
shareholders will be required to file a US income tax return for the year in
which the gain was recognized and a fund will be required to withhold 35% of
the amount of such distribution. In the case of all other non-US persons (i.e.,
those whose interest in a fund did not exceed 5% at any time during the prior
year), the USRPI distribution generally will be treated as ordinary income
(regardless of any reporting by a fund that such distribution is qualified
short-term capital gain or a Capital Gain Dividend), and a fund must withhold
30% (or a lower applicable treaty rate) of the amount of the distribution paid
to such non-US shareholder.
Non-US shareholders are also subject to "wash sale" rules to prevent the
avoidance of the tax-filing and payment obligations discussed above through the
sale and repurchase of fund shares.
In addition, if a fund is a USRPHC or former USRPHC, a fund may be required to
withhold US tax upon a redemption of shares by a greater-than-5% shareholder
that is a non-US shareholder, and that shareholder would be required to file a
US income tax return for the year of the disposition of the USRPI and pay any
additional tax due on the gain. However, no such withholding is generally
required with respect to amounts paid in redemption of shares of a fund if a
fund was a domestically controlled qualified investment entity, or, in certain
other limited cases, if a fund (whether or not domestically controlled) held
substantial investments in regulated investment companies that were
domestically controlled qualified investment entities.
Shares of a fund held by a non-US shareholder at death will be considered
situated within the United States and will be subject to the US estate tax.
The tax consequences to a foreign shareholder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein. Foreign
shareholders should consult their own tax advisors with respect to the
particular tax consequences to them of an investment in a fund, including the
applicability of foreign taxes.
Fund-of-Funds Structure. If a fund invests substantially all of its assets in
shares of other mutual funds, Exchange Traded Funds or other companies that are
regulated investment companies (collectively, "underlying funds"), its
distributable income and gains will normally consist entirely of distributions
from underlying funds and gains and losses on the disposition of shares of
underlying funds. To the extent that an underlying fund realizes net losses on
its investments for a given taxable year, a fund will not be able to benefit
from those losses until (i) the underlying fund realizes gains that it can
reduce by those losses, or (ii) the fund recognizes its shares of those losses
(so as to offset distributions of net income or capital gains from other
underlying funds) when it disposes of shares of the underlying fund. Moreover,
even when a fund does make such a disposition, a portion of its loss may be
recognized as a long-term capital loss, which will not be treated as favorably
for US federal income tax purposes as a short-term capital loss or an ordinary
deduction. In particular, a fund will not be able to offset any capital losses
from its dispositions of underlying fund shares against its ordinary income
(including distributions of any net short-term capital gains realized by an
underlying fund).
In addition, in certain circumstances, the "wash sale" rules under Section 1091
of the Code may apply to a fund's sales of underlying fund shares that have
generated losses. A wash sale occurs if shares of an underlying fund are sold
by a fund at a loss and the fund acquires additional shares of that same
underlying fund or other substantially identical stock or securities 30 days
before or after the date of the sale. The wash-sale rules could defer losses in
the fund's hands on sales of underlying fund shares (to the extent such sales
are wash sales) for extended (and, in certain cases, potentially indefinite)
periods of time.
As a result of the foregoing rules, and certain other special rules, it is
possible that the amounts of net investment income and net capital gain that a
fund will be required to distribute to shareholders will be greater than such
amounts would have been had the fund invested directly in the securities held
by the underlying funds, rather than investing
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in shares of the underlying funds. For similar reasons, the character of
distributions from a fund (e.g., long-term capital gain, exempt interest,
eligibility for dividends-received deduction, etc.) will not necessarily be the
same as it would have been had the fund invested directly in the securities
held by the underlying funds.
If a fund receives dividends from an underlying fund, and the underlying fund
reports such dividends as "qualified dividend income," then the fund is
permitted, in turn, to report a portion of its distributions as "qualified
dividend income," provided the fund meets the holding period and other
requirements with respect to shares of the underlying fund.
If a fund receives dividends from an underlying fund, and the underlying fund
reports such dividends as eligible for the dividends-received deduction, then
the fund is permitted, in turn, to report a portion of its distributions as
eligible for the dividends-received deduction, provided the fund meets the
holding period and other requirements with respect to shares of the underlying
fund.
If a fund receives tax credit bond credits from an underlying fund, and the
underlying fund made an election to pass through such tax credits to its
shareholders, then the fund is permitted in turn to elect to pass through its
proportionate share of those tax credits to its shareholders, provided that the
fund meets the shareholder notice and other requirements.
If at the close of each quarter of a fund's taxable year, at least 50% of its
total assets consists of interests in other regulated investment companies, a
fund will be a "qualified fund of funds." In that case, the fund is permitted
to elect to pass through to its shareholders foreign income and other similar
taxes paid by the fund of funds or by an underlying fund that itself elected to
pass such taxes through to shareholders, so that shareholders of the qualified
fund of funds will be eligible to claim a tax credit or deduction for such
taxes.
A qualified fund of funds (defined above) is permitted to distribute
exempt-interest dividends and thereby pass through to its shareholders the
tax-exempt character of interest on tax-exempt obligations and exempt-interest
dividends it receives from underlying funds.
Variable annuity funds. Certain special tax considerations apply to the
variable annuity funds (Deutsche Variable Series I, Deutsche Variable Series II
and Deutsche Investments VIT Funds). These funds intend to comply with the
separate diversification requirements imposed by Section 817(h) of the Code and
the regulations thereunder on certain insurance company separate accounts.
These requirements limit the percentage of total assets used to fund variable
contracts that an insurance company separate account may invest in any single
investment. Because Section 817(h) and those regulations treat the assets of a
regulated investment company owned exclusively by insurance company separate
accounts and certain other permitted investors as assets of the separate
accounts investing in that regulated investment company, these regulations are
imposed on the assets of the variable annuity funds in addition to the
diversification requirements imposed on the funds by the 1940 Act and
Subchapter M of the Code. Specifically, the regulations provide that, except as
permitted by the "safe harbor" described below (and, in general, during a one
year start-up period), as of the end of each calendar quarter or within thirty
(30) days thereafter no more than 55% of the total assets of a separate account
may be represented by any one investment, no more than 70% by any two
investments, no more than 80% by any three investments, and no more than 90% by
any four investments. For this purpose, all securities of the same issuer are
generally considered a single investment, and each US Government agency and
instrumentality is considered a separate issuer. Section 817(h) provides, as a
safe harbor, that a separate account will be treated as being adequately
diversified if the diversification requirements under Subchapter M are
satisfied and no more than 55% of the value of the account's total assets is
attributable to cash and cash items (including receivables), US Government
securities and securities of other regulated investment companies.
Failure by a variable annuity fund to qualify as a regulated investment company
or to satisfy the Section 817(h) requirements by failing to comply with the
"55%-70%-80%-90%" diversification test or the safe harbor described above could
cause the variable contracts to lose their favorable tax status and require a
contract holder to include in ordinary income any income accrued under the
contracts for the current and all prior taxable years. Under certain
circumstances described in the applicable Treasury regulations, inadvertent
failure to satisfy the Section 817(h) diversification requirements may be
corrected, but such a correction could require a payment to the IRS with
respect to the period or periods during which the investments of the account
did not meet the diversification requirements. The amount of any such
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payment could be based on the tax contract holders would have incurred if they
were treated as receiving the income on the contract for the period during
which the diversification requirements were not satisfied. Any such failure
could also result in adverse tax consequences for the insurance company issuing
the contracts.
The 4% excise tax described above does not apply to any regulated investment
company whose sole shareholders are tax-exempt pension trusts, separate
accounts of life insurance companies funding variable contracts and certain
other tax-exempt entities. In determining the sole shareholders of a regulated
investment company for purposes of this exception to the excise tax, shares
attributable to an investment in the regulated investment company (not
exceeding $250,000) made in connection with the organization of the regulated
investment company are not taken into account.
The IRS has indicated that too great a degree of investor control over the
investment options underlying variable contracts may result in the loss of
tax-deferred treatment for such contracts. The Treasury Department has issued
rulings addressing the circumstances in which a variable contract owner's
control of the investments of the separate account may cause the contract
owner, rather than the insurance company, to be treated as the owner of the
assets held by the separate account, and is likely to issue additional rulings
in the future. If the contract owner is considered the owner of the securities
underlying the separate account, income and gains produced by those securities
would be included currently in the contract owner's gross income.
In determining whether an impermissible level of investor control is present,
one factor the IRS considers when a separate account invests in one or more
regulated investment companies is whether a regulated investment company's
investment strategies are sufficiently broad to prevent a contract holder from
being deemed to be making particular investment decisions through its
investment in the separate account. Current IRS guidance indicates that typical
regulated investment company investment strategies, even those with a specific
sector or geographical focus, are generally considered sufficiently broad to
prevent a contract holder from being deemed to be making particular investment
decisions through its investment in a separate account. For example, the IRS
has issued a favorable ruling concerning a separate account offering
sub-accounts (each funded through a single regulated investment company) with
the following investment strategies: money market, bonds, large company stock,
international stock, small company stock, mortgage-backed securities, health
care industry, emerging markets, telecommunications, financial services, South
American stock, energy, and Asian markets. Each variable annuity fund has an
investment objective and strategies that are not materially narrower than the
investment strategies described in this IRS ruling.
The above discussion addresses only one of several factors that the IRS
considers in determining whether a contract holder has an impermissible level
of investor control over a separate account. Contract holders should consult
with their insurance companies, their tax advisors, as well as the prospectus
relating to their particular contract for more information concerning this
investor control issue.
In the event that additional rules, regulations or other guidance are issued by
the IRS or the Treasury Department concerning this issue, such guidance could
affect the treatment of a variable annuity fund as described above, including
retroactively. In addition, there can be no assurance that a variable annuity
fund will be able to continue to operate as currently described, or that a
variable annuity fund will not have to change its investment objective or
investment policies in order to prevent, on a prospective basis, any such rules
and regulations from causing variable contract owners to be considered the
owners of the shares of the variable annuity fund.
DEUTSCHE MLP & ENERGY INFRASTRUCTURE FUND
TAXATION OF THE FUND AND ITS INVESTMENTS
FUND TAXED AS A CORPORATION. The fund has not elected to qualify as a regulated
investment company under Subchapter M of the Code. The regulated investment
company tax rules, including limitations on investments in MLPs, therefore do
not apply to the fund. As a result, the fund is treated as a regular
corporation, or "C" corporation, for federal income tax purposes, and generally
is subject to federal income tax on its taxable income at the graduated rates
applicable to corporations (currently at a maximum rate of 35%). In addition,
as a regular corporation, the fund will be subject to state and local taxes by
reason of its status and its investments in equity securities of MLPs taxed as
partnerships. Therefore, the fund may have state and local tax liabilities in
multiple states, which will reduce the fund's cash available
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to make distributions to shareholders. The fund may be subject to the federal
alternative minimum tax on its alternative minimum taxable income to the extent
that the alternative minimum tax exceeds the fund's regular federal income tax
liability. The extent to which the fund is required to pay federal, state or
local income, franchise, alternative minimum or other taxes could materially
reduce the fund's cash available to make distributions to shareholders.
MLP EQUITY SECURITIES. MLPs are similar to corporations in many respects, but
differ in others, especially in the way they are treated for federal income tax
purposes. A corporation is required to pay federal income tax on its income,
and, to extent the corporation distributes its income to its shareholders in
the form of dividends from earnings and profits, its shareholders are required
to pay federal income tax on such dividends. For this reason, it is said that
corporate income is taxed at two levels. An MLP generally is not subject to tax
as a corporation. An MLP generally is treated for federal income tax purposes
as a partnership, which means no federal income tax is paid by the MLP. A
partnership's income, gains, losses, expenses and tax credits are considered
earned by all of its partners and are generally allocated among all the
partners in proportion to their interests in the partnership. Each partner
takes into account on its own tax return its share of the partnership's income,
gains, losses, expenses and tax credits, and is responsible for any resulting
tax liability, regardless of whether the partnership distributes cash to the
partners. A cash distribution from a partnership is not itself taxable to the
extent it does not exceed the recipient partner's basis in its partnership
interest and is treated as capital gain to the extent any cash (or, in certain
cases, marketable securities) distributed to a partner exceeds the partner's
basis (see description below as to how an MLP investor's basis is calculated)
in the partnership. Partnership income is thus said to be taxed only at one
level - the partner level.
MLPs are publicly traded partnerships under the Code. The Code generally
requires publicly traded partnerships to be treated as corporations for federal
income tax purposes. If, however, a publicly traded partnership satisfies
certain requirements, the publicly traded partnership will be treated as a
partnership for federal income tax purposes. Specifically, if a publicly traded
partnership receives 90% or more of its gross income from qualifying sources,
such as interest, dividends, real estate rents, gain from the sale or other
disposition of real property, income and gain from certain mineral or natural
resources activities, income and gain from the transportation or storage of
certain fuels, gain from the sale or disposition of a capital asset held for
the production of such income, and, in certain circumstances, income and gain
from commodities or futures, forwards and options with respect to commodities,
then the publicly traded partnership will be treated as a partnership for
federal income tax purposes. Mineral or natural resources activities include
exploration, development, production, mining, processing, refining, marketing
and transportation (including pipelines) of oil and gas, minerals, geothermal
energy, fertilizers, timber or industrial source carbon dioxide. Most of the
MLPs in which the fund will invest are expected to be treated as partnerships
for federal income tax purposes, but this will not always be the case and some
of the MLPs in which the fund invests may be treated as corporations for
federal income tax purposes.
To the extent that the fund invests in the equity securities of an MLP taxed as
a partnership, the fund will be a partner in such MLP. Accordingly, the fund
will be required to take into account the fund's allocable share of the income,
gains, losses, deductions, expenses and tax credits recognized by each such
MLP, regardless of whether the MLP distributes cash to the fund. As described
above, MLP distributions to partners are not taxable unless the cash amount
(or, in certain cases, the fair market value of marketable securities)
distributed exceeds the recipient partner's basis in its MLP interest. The fund
anticipates that the cash distributions it will receive with respect to its
investment in equity securities of MLPs will exceed the net taxable income
allocated to the fund from such MLPs because of tax deductions such as
depreciation, amortization and depletion that will be allocated to the fund
from the MLPs. No assurance, however, can be given in this regard. The longer
that the fund holds a particular MLP investment, the more likely it is that
such MLP could generate net taxable income allocable to the fund equal to or in
excess of the distributions the MLP makes to the fund. If or when an MLP
generates net taxable income allocable to the fund, the fund will have a larger
corporate income tax expense, which will result in less cash available to
distribute to shareholders.
The fund will recognize gain or loss on the sale, exchange or other taxable
disposition of its portfolio assets, including equity securities of MLPs, equal
to the difference between the amount realized by the fund on the sale, exchange
or other taxable disposition and the fund's basis in such assets. Any such gain
will be subject to federal income tax at the regular graduated corporate rates,
regardless of how long the fund has held such assets. The amount realized by
the fund in any case generally will be the amount paid by the purchaser of the
asset plus, in the case of MLP equity securities where the MLP is taxed as a
partnership, the fund's allocable share, if any, of the MLP's debt that will be
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allocated to the purchaser as a result of the sale, exchange or other taxable
disposition. The fund's basis in its equity securities in an MLP taxed as a
partnership generally is equal to the amount the fund paid for the equity
securities, (i) increased by the fund's allocable share of the MLP's net
taxable income and certain MLP debt, if any, and (ii) decreased by the fund's
allocable share of the MLP's net losses and any distributions received by the
fund from the MLP. Although any distribution by an MLP to the fund in excess of
the fund's allocable share of such MLP's net taxable income may create a
temporary economic benefit to the fund, such distribution will decrease the
fund's basis in its MLP interest and will therefore increase the amount of gain
(or decrease the amount of loss) that will be recognized on the sale of an
equity security in the MLP by the fund. A portion of any gain or loss
recognized by the fund on a disposition of an MLP equity security where the MLP
is taxed as a partnership (or by an MLP on a disposition of an underlying
asset) may be separately computed and taxed as ordinary income or loss under
the Code to the extent attributable to assets of the MLP that give rise to
depreciation recapture, intangible drilling and development cost recapture, or
other "unrealized receivables" or "inventory items" under the Code. Any such
gain may exceed net taxable gain realized on the disposition and will be
recognized even if there is a net taxable loss on the disposition. As a
corporation, the fund's capital gains will be taxed at ordinary income rates,
so treatment of gains as ordinary income will not cause the gains to be taxed
at a higher rate. Nevertheless, the fund's net capital losses may only be used
to offset capital gains and therefore could not be used to offset gains that
are treated as ordinary income. Thus, the fund could recognize both gain that
is treated as ordinary income and a capital loss on a disposition of an MLP
equity security (or on an MLP's disposition of an underlying asset) and would
not be able to use the capital loss to offset that ordinary income. Any capital
losses that the fund recognizes on a disposition of an equity security of an
MLP or otherwise can only be used to offset capital gains that the fund
recognizes. Any capital losses that the fund is unable to use may be carried
back for three taxable years and forward for five taxable years to reduce the
fund's capital gains in such years. Because (i) the periods for which capital
losses may be carried back and forward are limited and (ii) the disposition of
an equity security of an MLP may be treated, in significant part, as ordinary
income, capital losses incurred by the fund may expire without being utilized.
The fund's allocable share of certain percentage depletion deductions and
intangible drilling costs of the MLPs taxed as partnerships in which the fund
invests may be treated as items of tax preference for purposes of calculating
the fund's alternative minimum taxable income. Such items may increase the
fund's alternative minimum taxable income and increase the likelihood that the
fund may be subject to the alternative minimum tax.
FOREIGN INCOME TAX. Investment income received by the fund from sources within
foreign countries may be subject to foreign income tax withheld at the source,
and the amount of tax withheld generally will be treated as an expense of the
fund. The United States has entered into tax treaties with many foreign
countries that entitle the fund to a reduced rate of, or exemption from, tax on
such income. Some countries require the filing of a form to receive the benefit
of the reduced tax rate; whether or when the fund will receive the reduced tax
rate is within the control of the individual country. Information required on
these forms may not be available such as shareholder information; therefore,
the fund may not receive the reduced treaty rates. Other countries have
conflicting and changing instructions and restrictive timing requirements which
may cause the fund not to receive the reduced treaty rates. Other countries may
subject capital gains realized by the fund on a sale or disposition of
securities of that country to taxation. It is impossible to determine the
effective rate of foreign tax in advance since the amount of the fund's assets
to be invested in various countries is not known.
STATE AND LOCAL INCOME TAX. As described above, the fund is taxed as a regular
corporation, or "C" corporation. Because of its tax status, the fund generally
is subject to state and local corporate income, franchise and other taxes. By
reason of its investments in equity securities of MLPs, the fund may have state
and local tax liabilities in multiple states and in multiple local
jurisdictions, which, in addition to any federal income tax imposed on the
fund, would further reduce the fund's cash available to make distributions to
shareholders.
TAXATION OF US SHAREHOLDERS
DISTRIBUTIONS. Distributions made to you by the fund will generally constitute
taxable dividends to the extent of your allocable share of the fund's current
and accumulated earnings and profits, as calculated for federal income tax
purposes. Generally, a corporation's earnings and profits are computed based
upon taxable income, with certain specified adjustments.
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As explained above, based upon the historic performance of the types of MLPs in
which the fund intends to invest, the fund anticipates that the distributed
cash from the MLPs generally will exceed the fund's share of the MLPs' taxable
income. Consequently, the fund anticipates that only a portion of the fund's
distributions will be treated as dividend income to you. To the extent that
distributions to you exceed your allocable share of the fund's current and
accumulated earnings and profits, the distribution will be a non-taxable return
of capital to the extent of your basis in the fund's shares and that basis will
be reduced, which will increase the amount of gain (or decrease the amount of
loss) realized upon a subsequent sale or redemption of the shares. To the
extent you hold such shares as a capital asset and have no further basis in the
shares to offset the distribution, you will report the amount of the
distribution in excess of your basis as capital gain.
Because the fund will invest a substantial portion of its assets in MLPs,
special rules will apply to the calculation of the fund's earnings and profits.
For example, it is expected that the fund's earnings and profits will be
calculated using the straight-line depreciation method rather than the
accelerated depreciation method. This difference in treatment may, for example,
result in the fund's earnings and profits being higher than the fund's taxable
income in a particular year if the MLPs in which the fund invests calculate
their income using accelerated depreciation. Because of these differences, the
fund may make distributions in a particular year out of earnings and profits
(treated as dividends) in excess of the amount of the fund's taxable income for
such year.
Distributions to you from the fund treated as dividends under the foregoing
rules generally will be taxable as ordinary income to you but may qualify as
"qualified dividend income." Under federal income tax law, qualified dividend
income received by individuals and other noncorporate shareholders is taxed at
the rates applicable to long-term capital gains, provided certain holding
period and other requirements are satisfied. See "All Funds (other than
Deutsche MLP & Energy Infrastructure Fund) -Taxation of US Shareholders -
Dividends and distributions - Qualified dividend income" above.
In addition to constituting qualified dividend income to noncorporate
investors, such dividends are expected to be eligible for the
dividends-received deduction available to corporate shareholders of the fund
under section 243 of the Code. The availability of the dividends-received
deduction is subject to certain holding period and other requirements imposed
under the Code on the corporation claiming the deduction. See "All Funds (other
than Deutsche MLP & Energy Infrastructure Fund) -Taxation of US Shareholders
-Dividends and distributions -Dividends-received deduction" above.
You should be careful to consider the tax implications of buying shares just
prior to a distribution. At the time of your purchase of fund shares, the
fund's net asset value may reflect undistributed income or net unrealized
appreciation of portfolio securities held by the fund. A subsequent
distribution to you of such amounts, although constituting a return of your
investment, could be taxable unless you are investing through a tax-deferred
arrangement, such as a 401(k) plan or an individual retirement account.
If you reinvest fund distributions, upon the fund's payment of a distribution
to you, you will be treated for federal income tax purposes as receiving a cash
distribution from the fund in an amount equal to the fair market value of the
shares issued to you and reinvesting such amount in fund shares. The portion of
such a distribution that is taxable as dividend income will be determined under
the rules described above.
Section 1411 of the Code generally imposes a 3.8% Medicare contribution tax on
the net investment income of certain individuals whose income exceeds certain
threshold amounts, and of certain trusts and estates under similar rules. For
these purposes, "net investment income" generally includes, among other things,
dividends and net gain from the sale, redemption or exchange of fund shares.
Shareholders are advised to consult their tax advisors regarding the possible
implications of this additional tax on their investment in the fund.
TRANSACTIONS IN FUND SHARES. A redemption of shares generally will be treated
as a taxable sale or exchange of such shares, provided: (i) the redemption is
not essentially equivalent to a dividend; (ii) the redemption is a
substantially disproportionate redemption; (iii) the redemption is a complete
redemption of a shareholder's entire interest in the
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fund; or (iv) the redeeming shareholder is not a corporation and the redemption
is in partial liquidation of the fund. The full amount of the proceeds received
in a redemption which does not qualify for sale or exchange treatment will be
treated as described in "Distributions" above.
A shareholder will realize a taxable gain or loss on the sale or exchange of
shares of the fund in an amount equal to the difference between the amount
realized on the sale or exchange and the shareholder's basis in the shares. A
shareholder's basis in his or her shares may be less than the price paid for
the shares as a result of distributions by the fund in excess of the fund's
earnings and profits (i.e., returns of capital). Any gain or loss realized on a
sale or exchange of fund shares will be treated as capital gain or loss if the
shares are capital assets in the shareholder's hands, and will be long-term
capital gain or loss if the shares are held for more than one year and
short-term capital gain or loss if the shares are held for one year or less.
Long-term capital gains of noncorporate shareholders of the fund (including
individuals) are currently subject to US federal income taxation at a maximum
rate of 20%.The deductibility of capital losses for both corporate and
non-corporate shareholders of the fund is subject to limitations under the
Code.
Any loss realized on a sale or exchange will be disallowed to the extent the
shares disposed of are replaced, including replacement through the reinvesting
of distributions in the fund, within a 61-day period beginning 30 days before
and ending 30 days after the disposition of the shares. In such a case, the
basis of the shares acquired will be increased to reflect the disallowed loss.
The exchange of shares of the fund for shares of another fund is taxable for
federal income tax purposes and the exchange will be reported as a taxable
sale. Shareholders should consult their tax advisors regarding the state and
local tax consequences of an exchange of shares.
The sale or other disposition of shares of the fund by a retirement plan
qualifying for tax-exempt treatment under the Code generally will not be
subject to US federal income tax. However, withdrawals from such retirement
plans may be subject to US federal income tax. Because the federal income tax
treatment of a sale or exchange of fund shares depends on your basis and your
personal tax position, you should keep your regular account statements to use
in determining your federal income tax liability.
COST BASIS REPORTING. The fund or, for a shareholder that purchased fund shares
through a financial intermediary, the financial intermediary, is generally
required to report to the IRS, and furnish to such shareholder "cost basis" and
"holding period" information for fund shares. These requirements do not apply
to investments through a tax-deferred arrangement. The fund or the financial
intermediary, as appropriate, will report the following information to the IRS
and to the shareholder on Form 1099-B: (i) the adjusted basis of such shares;
(ii) the gross proceeds received on the redemption; and (iii) whether any gain
or loss with respect to the redeemed shares is long-term or short-term.
With respect to fund shares in accounts held directly with the fund, the fund
will calculate and report cost basis using the fund's default method of
first-in, first-out, unless the shareholder instructs the fund to use a
different calculation method. Please visit the Deutsche AM Web site at
www.deutschefunds.com (the Web site does not form a part of this Statement of
Additional Information) for more information.
Shareholders who hold fund shares through a financial intermediary should
contact the financial intermediary regarding the cost basis reporting default
method used by the financial intermediary and the reporting elections
available. Shareholders should contact a tax advisor regarding the application
of the cost basis reporting rules to their particular situation, including
whether to elect a cost basis calculation method or use the fund's default
method.
TAX-EXEMPT INVESTORS AND REGULATED INVESTMENT COMPANIES. Employee benefit plans
and most other organizations exempt from federal income tax, including
individual retirement accounts and other retirement plans, are subject to
federal income tax on their unrelated business taxable income, or UBTI. Because
the fund is a corporation for federal income tax purposes, an owner of the
fund's shares will not report on its federal income tax return any items of
income, gain, loss and deduction that are allocated to the fund from the MLPs
in which the fund invests. Moreover, dividend income from, and gain from the
sale of, corporate stock generally does not constitute UBTI unless the
corporate stock is debt-financed. Therefore, a tax-exempt investor should not
have UBTI attributable to its ownership, sale, or redemption of the fund's
shares unless its ownership is debt-financed. In general, shares are considered
to be debt-financed if the tax-exempt owner of the shares incurred debt to
acquire the shares or otherwise incurred a debt that would
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not have been incurred if the shares had not been acquired. Similarly, the
income and gain realized from an investment in the fund's shares by an investor
that is a regulated investment company should constitute qualifying income for
the regulated investment company.
BACKUP WITHHOLDING AND OTHER TAX CONSIDERATIONS. The fund generally is required
to withhold US federal income tax on distributions and redemption proceeds
payable to shareholders who fail to provide the fund with their correct
taxpayer identification number or to make required certifications, who have
underreported dividend or interest income, or who have been notified (or when
the fund is notified) by the IRS that they are subject to backup withholding.
The backup withholding tax rate is currently 28%. Corporate shareholders and
certain other shareholders specified in the Code generally are exempt from such
backup withholding. Backup withholding is not an additional tax. Any amounts
withheld may be credited against the shareholder's US federal income tax
liability.
Special tax rules apply to investments through defined contribution plans and
other tax-qualified plans. Shareholders should consult their tax advisors to
determine the suitability of shares of the fund as an investment through such
plans and the precise effect of an investment on their particular tax
situation. The fund's shareholders may be subject to state and local taxes on
distributions received from the fund and on redemptions of the fund's shares.
Rules of state and local taxation often differ from the rules for federal
income taxation described above. You are urged to consult your tax advisor as
to the consequences of these and other state and local tax rules affecting an
investment in the fund.
If a shareholder recognizes a loss with respect to the fund's shares of $2
million or more for an individual shareholder or $10 million or more for a
corporate shareholder (or certain greater amounts over a combination of years),
the shareholder may have to file with the IRS a disclosure statement on Form
8886. The fact that a loss is reportable under these regulations does not
affect the legal determination of whether the taxpayer's treatment of the loss
is proper. Shareholders should consult their tax advisors to determine the
applicability of these regulations in light of their individual circumstances.
TAXATION OF NON-US SHAREHOLDERS
Distributions paid by the fund to a shareholder that is not a "US person"
within the meaning of the Code (non-US shareholder) generally will be subject
to withholding of US federal income tax at a rate of 30% unless the tax is
reduced or eliminated under a tax treaty or the distributions are effectively
connected with a US trade or business of the shareholder. Any capital gain
realized by a non-US shareholder upon a sale, redemption or exchange of shares
of the fund will generally not be subject to US federal income or withholding
tax unless: (i) the gain is effectively connected with the shareholder's trade
or business in the US, or in the case of a shareholder who is a nonresident
alien individual, the shareholder is present in the US for 183 days or more
during the taxable year and certain other conditions are met or; (ii) the fund
is or has been a US real property holding corporation, as defined below, at any
time within the five-year period preceding the date of disposition of the
fund's shares or, if shorter, within the period during which the non-US
shareholder has held the fund shares. Generally, a corporation is a US real
property holding corporation if the fair market value of its US real property
interests, as defined in the Code and applicable regulations, equals or exceeds
50% of the aggregate fair market value of its worldwide real property interests
and its other assets used or held for use in a trade or business. The fund may
be, or may prior to a non-US shareholder's disposition of shares, become a US
real property holding corporation.
Non-US shareholders with respect to whom income from the fund is effectively
connected with a trade or business conducted by the foreign shareholder within
the United States will in general be subject to US federal income tax on
dividends and any gains realized upon the sale, redemption or exchange of
shares of the fund at the graduated rates applicable to US citizens, residents
or domestic corporations, and in the case of a foreign corporation, may also be
subject to a branch profits tax. If a foreign shareholder is eligible for the
benefits of a tax treaty, any effectively connected income or gain will
generally be subject to US federal income tax on a net basis only if it is also
attributable to a permanent establishment maintained by the shareholder in the
US. More generally, foreign shareholders who are residents in a country with an
income tax treaty with the US may obtain different tax results than those
described herein, and are urged to consult their tax advisors.
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In order to qualify for any exemption from withholding tax or a reduced rate of
withholding tax under an applicable income tax treaty, a non-US shareholder
will need to comply with applicable certification requirements relating to its
non-US status (including, in general, furnishing the appropriate IRS Form W-8
or substitute form). A non-US shareholder who fails to provide an IRS Form W-8
or other applicable form may also be subject to backup withholding at the
appropriate rate.
The Foreign Account Tax Compliance Act (FATCA) generally requires the fund to
obtain information sufficient to identify the status of each of its
shareholders under FATCA. If a shareholder fails to provide this information or
otherwise fails to comply with FATCA, the fund may be required to withhold
under FATCA at a rate of 30% with respect to that shareholder on distributions
and the proceeds of the sale, redemption or exchange of fund shares. Each
prospective investor is urged to consult its tax advisor regarding the
applicability of FATCA and any other reporting requirements with respect to the
prospective investor's own situation, including investments through an
intermediary.
Each non-US shareholder should consult his, her or its tax advisor regarding
the US and non-US tax consequences of ownership of the fund's shares and
receipt of distributions from the fund.
ALL FUNDS
THE FOLLOWING IS ONLY A SUMMARY OF CERTAIN MATERIAL US FEDERAL INCOME TAX
CONSEQUENCES AFFECTING A FUND AND ITS SHAREHOLDERS. CURRENT AND PROSPECTIVE
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN A FUND, INCLUDING
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES.
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PART II: APPENDIX II-I - PROXY VOTING POLICY AND GUIDELINES
1. INTRODUCTION
Deutsche Asset Management ("AM") has adopted and implemented the following
policies and procedures, which it believes are reasonably designed to ensure
that proxies are voted in the best economic interest of clients, in accordance
with its fiduciary duties and local regulation. This Proxy Voting Policy and
Guidelines - AWM (the "Policy") shall apply to all accounts managed by US
domiciled advisers and to all US client accounts managed by non-US regional
offices. Non-US regional offices are required to maintain procedures and to
vote proxies as may be required by law on behalf of their non-US clients. In
addition, AM's proxy policies reflect the fiduciary standards and
responsibilities for ERISA accounts.
The attached guidelines represent a set of global recommendations that were
determined by the Global Proxy Voting Sub-Committee (the "GPVSC"). These
guidelines were developed to provide AM with a comprehensive list of
recommendations that represent how AM will generally vote proxies for its
clients. The recommendations derived from the application of these guidelines
are not intended to influence the various AM legal entities either directly or
indirectly by parent or affiliated companies. In addition, the organizational
structures and documents of the various AM legal entities allows, where
necessary or appropriate, the execution by individual AM subsidiaries of the
proxy voting rights independently of any DB parent or affiliated company. This
applies in particular to non-US fund management companies. The individuals that
make proxy voting decisions are also free to act independently, subject to the
normal and customary supervision by the Management/Boards of these AM legal
entities.
2. AM'S PROXY VOTING RESPONSIBILITIES
Proxy votes are the property of AM's advisory clients./1 /As such, AM's
authority and responsibility to vote such proxies depend upon its contractual
relationships with its clients or other delegated authority. AM has delegated
responsibility for effecting its advisory clients' proxy votes to Institutional
Shareholder Services ("ISS"), an independent third-party proxy voting
specialist. ISS votes AM's advisory clients' proxies in accordance with AM's
proxy guidelines or AM's specific instructions. Where a client has given
specific instructions as to how a proxy should be voted, AM will notify ISS to
carry out those instructions. Where no specific instruction exists, AM will
follow the procedures in voting the proxies set forth in this document. Certain
Taft-Hartley clients may direct AM to have ISS vote their proxies in accordance
with Taft Hartley voting Guidelines
Clients may in certain instances contract with their custodial agent and notify
AM that they wish to engage in securities lending transactions. In such cases,
it is the responsibility of the custodian to deduct the number of shares that
are on loan so that they do not get voted twice.
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/1/ For purposes of this document, "clients" refers to persons or entities: for
which AM serves as investment adviser or sub-adviser; for which AM votes
proxies; and that have an economic or beneficial ownership interest in the
portfolio securities of issuers soliciting such proxies.
3. POLICIES
3.1. PROXY VOTING ACTIVITIES ARE CONDUCTED IN THE BEST ECONOMIC INTEREST OF
CLIENTS
AM has adopted the following policies and procedures to ensure that proxies are
voted in accordance with the best economic interest of its clients, as
determined by AM in good faith after appropriate review.
3.2. THE GLOBAL PROXY VOTING SUB-COMMITTEE
The Global Proxy Voting Sub-Committee (the "GPVSC") is an internal working
group established by the applicable AM's Investment Risk Oversight Committee
pursuant to a written charter. The GPVSC is responsible for overseeing AM's
proxy voting activities, including:
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(i) Adopting, monitoring and updating guidelines, attached as Attachment
A (the "Guidelines"), that provide how AM will generally vote
proxies pertaining to a comprehensive list of common proxy voting
matters;
(ii) Voting proxies where (A) the issues are not covered by specific
client instruction or the Guidelines; (B) the Guidelines specify
that the issues are to be determined on a case-by-case basis; or (C)
where an exception to the Guidelines may be in the best economic
interest of AM's clients; and
(iii) Monitoring Proxy Vendor Oversight's proxy voting activities (see
below).
AM's Proxy Vendor Oversight, a function of AM's Operations Group, is
responsible for coordinating with ISS to administer AM's proxy voting process
and for voting proxies in accordance with any specific client instructions or,
if there are none, the Guidelines, and overseeing ISS' proxy responsibilities
in this regard.
3.3 AVAILABILITY OF PROXY VOTING POLICY AND GUIDELINES AND PROXY VOTING RECORD
Copies of this Policy, as it may be updated from time to time, is made
available to clients as required by law and otherwise at AM's discretion.
Clients may also obtain information on how their proxies were voted by AM as
required by law and otherwise at AM's discretion; however, AM must not
selectively disclose its investment company clients' proxy voting records.
Proxy Vendor Oversight will make proxy voting reports available to advisory
clients upon request. The investment companies' proxy voting records will be
disclosed to shareholders by means of publicly-available annual filings of each
company's proxy voting record for 12-month periods ended June 30 (see
Recordkeeping, below), if so required by relevant law.
4. PROCEDURES
The key aspects of AM's proxy voting process are as follows:
4.1. THE GPVSC'S PROXY VOTING GUIDELINES
The Guidelines set forth the GPVSC's standard voting positions on a
comprehensive list of common proxy voting matters. The GPVSC has developed, and
continues to update the Guidelines based on consideration of current corporate
governance principles, industry standards, client feedback, and the impact of
the matter on issuers and the value of the investments.
The GPVSC will review the Guidelines as necessary to support the best economic
interests of AM's clients and, in any event, at least annually. The GPVSC will
make changes to the Guidelines, whether as a result of the annual review or
otherwise, taking solely into account the best economic interests of clients.
Before changing the Guidelines, the GPVSC will thoroughly review and evaluate
the proposed change and the reasons therefore, and the GPVSC Chair will ask
GPVSC members whether anyone outside of the AM organization (but within
Deutsche Bank and its affiliates) or any entity that identifies itself as an AM
advisory client has requested or attempted to influence the proposed change and
whether any member has a conflict of interest with respect to the proposed
change. If any such matter is reported to the GPVSC Chair, the Chair will
promptly notify the Conflicts of Interest Management Sub-Committee (see below)
and will defer the approval, if possible. Lastly, the GPVSC will fully document
its rationale for approving any change to the Guidelines.
The Guidelines may reflect a voting position that differs from the actual
practices of the public company(ies) within the Deutsche Bank organization or
of the investment companies for which AM or an affiliate serves as investment
adviser or sponsor. Investment companies, particularly closed-end investment
companies, are different from traditional operating companies. These
differences may call for differences in voting positions on the same matter.
Further, the manner in which AM votes investment company proxies may differ
from proposals for which an AM-advised or sponsored investment company solicits
proxies from its shareholders. As reflected in the Guidelines, proxies
solicited by closed-end (and open-end) investment companies are generally voted
in accordance with the pre-determined guidelines of ISS.
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Funds ("Underlying Funds") in which Topiary Fund Management Fund of Funds
(each, a "Fund") invest, may from time to time seek to revise their investment
terms (i.e. liquidity, fees, etc.) or investment structure. In such event, the
Underlying Funds may require approval/consent from its investors to effect the
relevant changes. Topiary Fund Management has adopted Proxy Voting Procedures
which outline the process for these approvals.
4.2. SPECIFIC PROXY VOTING DECISIONS MADE BY THE GPVSC
Proxy Vendor Oversight will refer to the GPVSC all proxy proposals (i) that are
not covered by specific client instructions or the Guidelines; or (ii) that,
according to the Guidelines, should be evaluated and voted on a case-by-case
basis.
Additionally, if Proxy Vendor Oversight, the GPVSC Chair or any member of the
GPVSC, a portfolio manager, a research analyst or a sub-adviser believes that
voting a particular proxy in accordance with the Guidelines may not be in the
best economic interests of clients, that individual may bring the matter to the
attention of the GPVSC Chair and/or Proxy Vendor Oversight./2/
If Proxy Vendor Oversight refers a proxy proposal to the GPVSC or the GPVSC
determines that voting a particular proxy in accordance with the Guidelines is
not in the best economic interests of clients, the GPVSC will evaluate and vote
the proxy, subject to the procedures below regarding conflicts.
The GPVSC endeavors to hold meetings to decide how to vote particular proxies
sufficiently before the voting deadline so that the procedures below regarding
conflicts can be completed before the GPVSC's voting determination.
---------
/2/ Proxy Vendor Oversight generally monitors upcoming proxy solicitations for
heightened attention from the press or the industry and for novel or
unusual proposals or circumstances, which may prompt Proxy Vendor Oversight
to bring the solicitation to the attention of the GPVSC Chair. AM portfolio
managers, AM research analysts and sub-advisers also may bring a particular
proxy vote to the attention of the GPVSC Chair, as a result of their
ongoing monitoring of portfolio securities held by advisory clients and/or
their review of the periodic proxy voting record reports that the GPVSC
Chair distributes to AM portfolio managers and AM research analysts.
4.3. CERTAIN PROXY VOTES MAY NOT BE CAST
In some cases, the GPVSC may determine that it is in the best economic
interests of its clients not to vote certain proxies. If the conditions below
are met with regard to a proxy proposal, AM will abstain from voting:
o Neither the Guidelines nor specific client instructions cover an issue;
o ISS does not make a recommendation on the issue; or
o The GPVSC cannot convene on the proxy proposal at issue to make a
determination as to what would be in the client's best interest. (This
could happen, for example, if the Conflicts of Interest Management
Sub-Committee found that there was a material conflict or if despite all
best efforts being made, the GPVSC quorum requirement could not be met).
In addition, it is AM's policy not to vote proxies of issuers subject to laws
of those jurisdictions that impose restrictions upon selling shares after
proxies are voted, in order to preserve liquidity. In other cases, it may not
be possible to vote certain proxies, despite good faith efforts to do so. For
example, some jurisdictions do not provide adequate notice to shareholders so
that proxies may be voted on a timely basis. Voting rights on securities that
have been loaned to third-parties transfer to those third-parties, with loan
termination often being the only way to attempt to vote proxies on the loaned
securities. Lastly, the GPVSC may determine that the costs to the client(s)
associated with voting a particular proxy or group of proxies outweighs the
economic benefits expected from voting the proxy or group of proxies.
Proxy Vendor Oversight will coordinate with the GPVSC Chair regarding any
specific proxies and any categories of proxies that will not or cannot be
voted. The reasons for not voting any proxy shall be documented.
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4.4. CONFLICT OF INTEREST PROCEDURES
4.4.1. PROCEDURES TO ADDRESS CONFLICTS OF INTEREST AND IMPROPER INFLUENCE
Overriding Principle. In the limited circumstances where the GPVSC votes
proxies/3/, the GPVSC will vote those proxies in accordance with what it, in
good faith, determines to be the best economic interests of AM's clients./4/
Independence of the GPVSC. As a matter of Compliance policy, the GPVSC and
Proxy Vendor Oversight are structured to be independent from other parts of
Deutsche Bank. Members of the GPVSC and the employee responsible for Proxy
Vendor Oversight are employees of AM. As such, they may not be subject to the
supervision or control of any employees of Deutsche Bank Corporate and
Investment Banking division ("CIB"). Their compensation cannot be based upon
their contribution to any business activity outside of AM without prior
approval of Legal and Compliance. They can have no contact with employees of
Deutsche Bank outside of the Private Client and Asset Management division
("PCAM") regarding specific clients, business matters or initiatives without
the prior approval of Legal and Compliance. They furthermore may not discuss
proxy votes with any person outside of AM (and within AM only on a need to know
basis).
Conflict Review Procedures. There will be a committee (the "Conflicts of
Interest Management Sub-Committee") established within AM that will monitor for
potential material conflicts of interest in connection with proxy proposals
that are to be evaluated by the GPVSC. Promptly upon a determination that a
vote shall be presented to the GPVSC, the GPVSC Chair shall notify the
Conflicts of Interest Management Sub-Committee. The Conflicts of Interest
Management Sub-Committee shall promptly collect and review any information
deemed reasonably appropriate to evaluate, in its reasonable judgment, if AM or
any person participating in the proxy voting process has, or has the appearance
of, a material conflict of interest. For the purposes of this policy, a
conflict of interest shall be considered "material" to the extent that a
reasonable person could expect the conflict to influence, or appear to
influence, the GPVSC's decision on the particular vote at issue. GPVSC should
provide the Conflicts of Interest Management Sub-Committee a reasonable amount
of time (no less than 24 hours) to perform all necessary and appropriate
reviews. To the extent that a conflicts review cannot be sufficiently completed
by the Conflicts of Interest Management Sub-Committee the proxies will be voted
in accordance with the standard guidelines.
The information considered by the Conflicts of Interest Management
Sub-Committee may include without limitation information regarding (i) AM
client relationships; (ii) any relevant personal conflict known by the
Conflicts of Interest Management Sub-Committee or brought to the attention of
that sub-committee; (iii) any communications with members of the GPVSC (or
anyone participating or providing information to the GPVSC) and any person
outside of the AM organization (but within Deutsche Bank and its affiliates) or
any entity that identifies itself as an AM advisory client regarding the vote
at issue. In the context of any determination, the Conflicts of Interest
Management Sub-Committee may consult with, and shall be entitled to rely upon,
all applicable outside experts, including legal counsel.
Upon completion of the investigation, the Conflicts of Interest Management
Sub-Committee will document its findings and conclusions. If the Conflicts of
Interest Management Sub-Committee determines that (i) AM has a material
conflict of interest that would prevent it from deciding how to vote the
proxies concerned without further client consent; or (ii) certain individuals
should be recused from participating in the proxy vote at issue, the Conflicts
of Interest Management Sub-Committee will so inform the GPVSC chair.
If notified that AM has a material conflict of interest as described above, the
GPVSC chair will obtain instructions as to how the proxies should be voted
either from (i) if time permits, the affected clients, or (ii) in accordance
with the standard guidelines. If notified that certain individuals should be
recused from the proxy vote at issue, the GPVSC Chair shall do so in accordance
with the procedures set forth below.
---------
/3/ As mentioned above, the GPVSC votes proxies (i) where neither a specific
client instruction nor a Guideline directs how the proxy should be voted,
(ii) where the Guidelines specify that an issue is to be determined on a
case by case basis or (iii) where voting in accordance with the Guidelines
may not be in the best economic interests of clients.
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/4/ Proxy Vendor Oversight, who serves as the non-voting secretary of the
GPVSC, may receive routine calls from proxy solicitors and other parties
interested in a particular proxy vote. Any contact that attempts to exert
improper pressure or influence shall be reported to the Conflicts of
Interest Management Sub-Committee.
Note: Any AM employee who becomes aware of a potential, material conflict of
interest in respect of any proxy vote to be made on behalf of clients shall
notify Compliance. Compliance shall call a meeting of the Conflict Review
Committee to evaluate such conflict and determine a recommended course of
action.
Procedures to be followed by the GPVSC. At the beginning of any discussion
regarding how to vote any proxy, the GPVSC Chair (or his or her delegate) will
inquire as to whether any GPVSC member (whether voting or ex officio) or any
person participating in the proxy voting process has a personal conflict of
interest or has actual knowledge of an actual or apparent conflict that has not
been reported to the Conflicts of Interest Management Sub-Committee.
The GPVSC Chair also will inquire of these same parties whether they have
actual knowledge regarding whether any Director, officer or employee outside of
the AM organization (but within Deutsche Bank and its affiliates) or any entity
that identifies itself as an AM advisory client, has: (i) requested that AM,
Proxy Vendor Oversight (or any member thereof) or a GPVSC member vote a
particular proxy in a certain manner; (ii) attempted to influence AM, Proxy
Vendor Oversight (or any member thereof), a GPVSC member or any other person in
connection with proxy voting activities; or (iii) otherwise communicated with a
GPVSC member or any other person participating or providing information to the
GPVSC regarding the particular proxy vote at issue, and which incident has not
yet been reported to the Conflicts of Interest Management Sub-Committee.
If any such incidents are reported to the GPVSC Chair, the Chair will promptly
notify the Conflicts of Interest Management Sub-Committee and, if possible,
will delay the vote until the Conflicts of Interest Management Sub-Committee
can complete the conflicts report. If a delay is not possible, the Conflicts of
Interest Management Sub-Committee will instruct the GPVSC whether anyone should
be recused from the proxy voting process, or whether AM should vote the proxy
in accordance with the standard guidelines, seek instructions as to how to vote
the proxy at issue from ISS or, if time permits, the effected clients. These
inquiries and discussions will be properly reflected in the GPVSC's minutes.
Duty to Report. Any AM employee, including any GPVSC member (whether voting or
ex officio), that is aware of any actual or apparent conflict of interest
relevant to, or any attempt by any person outside of the AM organization (but
within Deutsche Bank and its affiliates) or any entity that identifies itself
as an AM advisory client to influence, how AM votes its proxies has a duty to
disclose the existence of the situation to the GPVSC Chair (or his or her
designee) and the details of the matter to the Conflicts of Interest Management
Sub-Committee. In the case of any person participating in the deliberations on
a specific vote, such disclosure should be made before engaging in any
activities or participating in any discussion pertaining to that vote.
Recusal of Members. The GPVSC will recuse from participating in a specific
proxy vote any GPVSC members (whether voting or ex officio) and/or any other
person who (i) are personally involved in a material conflict of interest; or
(ii) who, as determined by the Conflicts of Interest Management Sub-Committee,
have actual knowledge of a circumstance or fact that could affect their
independent judgment, in respect of such vote. The GPVSC will also exclude from
consideration the views of any person (whether requested or volunteered) if the
GPVSC or any member thereof knows, or if the Conflicts of Interest Management
Sub-Committee has determined, that such other person has a material conflict of
interest with respect to the particular proxy or has attempted to influence the
vote in any manner prohibited by these policies.
If, after excluding all relevant GPVSC voting members pursuant to the paragraph
above, there are three or more GPVSC voting members remaining, those remaining
GPVSC members will determine how to vote the proxy in accordance with these
Policy and Procedures. If there are fewer than three GPVSC voting members
remaining, the GPVSC Chair will vote the proxy in accordance with the standard
guidelines, will obtain instructions as to how to have the proxy voted from, if
time permits, the effected clients and otherwise from ISS.
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4.4.2. INVESTMENT COMPANIES AND AFFILIATED PUBLIC COMPANIES
Investment Companies. As reflected in the Guidelines, all proxies solicited by
open-end and closed-end investment companies are voted in accordance with the
pre-determined guidelines of ISS, unless the investment company client directs
AM to vote differently on a specific proxy or specific categories of proxies.
However, regarding investment companies for which AM or an affiliate serves as
investment adviser or principal underwriter, such proxies are voted in the same
proportion as the vote of all other shareholders (i.e., "mirror" or "echo"
voting). Master Fund proxies solicited from feeder Funds are voted in
accordance with applicable provisions of Section 12 of the Investment Company
Act of 1940.
Subject to participation agreements with certain Exchange Traded Funds ("ETFs")
issuers that have received exemptive orders from the US Securities and Exchange
Commission ("SEC") allowing investing Deutsche funds to exceed the limits set
forth in Section 12(d)(1)(A) and (B) of the Investment Company Act of 1940, AM
will echo vote proxies for ETFs in which Deutsche Bank holds more than 25% of
outstanding voting shares globally when required to do so by participation
agreements and SEC orders.
Affiliated Public Companies. For proxies solicited by non-investment company
issuers of or within the Deutsche Bank organization, (e.g., Deutsche Bank
itself), these proxies will be voted in the same proportion as the vote of
other shareholders (i.e., "mirror" or "echo" voting).
Note: With respect to the Central Cash Management Fund (registered under the
Investment Company Act of 1940), the Fund is not required to engage in echo
voting and the investment adviser will use these Guidelines and may determine,
with respect to the Central Cash Management Fund, to vote contrary to the
positions in the Guidelines, consistent with the Fund's best interest.
4.4.3. OTHER PROCEDURES THAT LIMIT CONFLICTS OF INTEREST
AM and other entities in the Deutsche Bank organization have adopted a number
of policies, procedures and internal controls that are designed to avoid
various conflicts of interest, including those that may arise in connection
with proxy voting, including but not limited to:
o Code of Business Conduct and Ethics - DB Group;
o Conflicts of Interest Policy - DB Group;
o Information Sharing Procedures - DeAM;
o Code of Ethics - DeAM; and
o Code of Professional Conduct - US.
The GPVSC expects that these policies, procedures and internal controls will
greatly reduce the chance that the GPVSC (or, its members) would be involved
in, aware of, or influenced by an actual or apparent conflict of interest.
5. RECORDKEEPING
At a minimum, the following types of records must be properly maintained and
readily accessible in order to evidence compliance with this Policy.
o AM will maintain a record of each vote cast by AM that includes among other
things, company name, meeting date, proposals presented, vote cast and
shares voted.
o Proxy Vendor Oversight maintains records for each of the proxy ballots it
votes. Specifically, the records include, but are not limited to:
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- The proxy statement (and any additional solicitation materials) and
relevant portions of annual statements.
- Any additional information considered in the voting process that may be
obtained from an issuing company, its agents, or proxy research firms.
- Analyst worksheets created for stock option plan and share increase
analyses; And
- Proxy Edge print-screen of actual vote election.
AM will (i) retain this Policy and the Guidelines; (ii) will maintain records
of client requests for proxy voting information; and (iii) will retain any
documents Proxy Vendor Oversight or the GPVSC prepared that were material to
making a voting decision or that memorialized the basis for a proxy voting
decision.
The GPVSC also will create and maintain appropriate records documenting its
compliance with this Policy, including records of its deliberations and
decisions regarding conflicts of interest and their resolution.
With respect to AM's investment company clients, ISS will create and maintain
records of each company's proxy voting record for 12-month periods ended June
30. AM will compile the following information for each matter relating to a
portfolio security considered at any shareholder meeting held during the period
covered by the report and with respect to which the company was entitled to
vote:
- The name of the issuer of the portfolio security;
- The exchange ticker symbol of the portfolio security (if symbol is
available through reasonably practicable means);
- The Council on Uniform Securities Identification Procedures ("CUSIP")
number for the portfolio security (if the number is available through
reasonably practicable means);
- The shareholder meeting date;
- A brief identification of the matter voted on;
- Whether the matter was proposed by the issuer or by a security holder;
- Whether the company cast its vote on the matter;
- How the company cast its vote (e.g., for or against proposal, or
abstain; for or withhold regarding election of Directors); and
- Whether the company cast its vote for or against Management.
Note: This list is intended to provide guidance only in terms of the records
that must be maintained in accordance with this policy. In addition, please
note that records must be maintained in accordance with the applicable Records
Management Policy - US.
With respect to electronically stored records, "properly maintained" is defined
as complete, authentic (unalterable) usable and backed-up. At a minimum,
records should be retained for a period of not less than six years (or longer,
if necessary to comply with applicable regulatory requirements), the first
three years in an appropriate AM office.
6. THE GPVSC'S OVERSIGHT ROLE
In addition to adopting the Guidelines and making proxy voting decisions on
matters referred to it as set forth above, the GPVSC will monitor the proxy
voting process by reviewing summary proxy information presented by ISS. The
GPVSC will use this review process to determine, among other things, whether
any changes should be made to the Guidelines. This review will take place at
least quarterly and will be documented in the GPVSC's minutes.
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ATTACHMENT A - GLOBAL PROXY VOTING GUIDELINES
DEUTSCHE ASSET WEALTH MANAGEMENT
GLOBAL PROXY VOTING GUIDELINES
AS AMENDED FEBRUARY 2013
[GRAPHIC OMITTED]
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TABLE OF CONTENTS