PRE 14C 1 pre14c021116sec_resif.htm DEUTSCHE REAL ESTATE SECURITIES INCOME FUND

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities

Exchange Act of 1934

 

Filed by the Registrant [X]

Filed by a Party Other than the Registrant

 

Check the appropriate box:

[ X] Preliminary information statement.

[ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)).

[ ] Definitive information statement.

 

DEUTSCHE SECURITIES TRUST

(Name of Registrant as Specified in Its Charter)

 

Payment of filing fee (check the appropriate box):

[X] No fee required.

 

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

[ ] Fee paid previously with preliminary materials.

 

 

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

 

 

 

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Deutsche

Asset Management

 

 

 

 

Deutsche Real Estate Securities Income Fund

 

 

February ___, 2016

 

Dear Shareholder,

 

The enclosed document is purely for informational purposes. You are not being asked to vote or take action on any matter. Effective January 1, 2016, Deutsche Asset & Wealth Management International GmbH (“DeAWMI”), an indirect wholly-owned subsidiary of Deutsche Bank AG was appointed to serve as sub-advisor to your Fund pursuant to a sub-advisory agreement between Deutsche Investment Management Americas Inc. (“DIMA”) and DeAWMI (the “New Sub-Advisory Agreement”). While shareholder approval of the New Sub-Advisory Agreement is not required, the enclosed document is intended to provide you with detailed information about DeAWMI and the New Sub-Advisory Agreement and about the reasons for the Board’s approval of the New Sub-Advisory Agreement.

 

Under the New Sub-Advisory Agreement, DIMA has delegated to DeAWMI the responsibility to make investment decisions and buy and sell securities solely with respect to the implementation of the covered call strategy of Deutsche Real Estate Securities Income Fund (the “Fund”), a series of Deutsche Securities Trust. The management fees paid by the Fund will not change as a result of the new sub-advisory relationship.

 

If you have questions about the New Sub-Advisory Agreement, please feel free to call us at 800-728-3337. Thank you for your continued support of Deutsche Asset & Wealth Management.

 

 

 

 

 

 

 
 

Deutsche Real Estate Securities Income Fund, a series of Deutsche Securities Trust

 

 

345 Park Avenue, New York, New York 10154

 

 

INFORMATION STATEMENT

 

 

 

This Information Statement is being provided to the shareholders of Deutsche Real Estate Securities Income Fund, a series of Deutsche Securities Trust (the “Fund”).

 

NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTER DESCRIBED IN THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.

 

This Information Statement is provided in lieu of a proxy statement, pursuant to the terms of an exemptive order granted to the Fund and Deutsche Investment Management Americas Inc. (the “Advisor” or “DIMA”) by the U.S. Securities and Exchange Commission (“SEC”) on August 20, 2012 (the “Exemptive Order”). The Exemptive Order permits the Advisor, subject to Board approval, to select unaffiliated or affiliated sub-advisors to manage all or a portion of the assets of the Fund and to materially amend sub-advisory agreements with unaffiliated or affiliated sub-advisors, each without obtaining shareholder approval. Under the conditions of the Exemptive Order, shareholders of the Fund must be provided with relevant information about a new sub-advisor within ninety (90) days after the hiring of the new sub-advisor.

 

Effective January 1, 2016, Deutsche Asset & Wealth Management International GmbH, an affiliate of DIMA and an indirect wholly-owned subsidiary of Deutsche Bank, AG (“DeAWMI” or the “Sub-Advisor”) was appointed to serve as a sub-advisor to the Fund pursuant to a sub-advisory agreement between DIMA and DeAWMI (the “New Sub-Advisory Agreement”).

 

This Information Statement is being supplied pursuant to the conditions of the Exemptive Order to provide shareholders with relevant information about DeAWMI. A Notice of Internet Availability of the Information Statement is being mailed on or about February ___, 2016 to the Fund’s shareholders of record as of January 20, 2016. The number of shares issued and outstanding for each class of the Fund as of January 20, 2016 is set forth in Exhibit H to this Information Statement. On matters submitted for shareholder vote, each shareholder is entitled to one vote per full share held and fractional votes for fractional shares held. However, as noted above, you are not requested to send us a proxy in connection with this Information Statement.

 

In this Information Statement, the word “fund” sometimes is used to mean an investment company or series thereof in general, and not the Fund listed above. In addition, for simplicity, actions may be described in this Information Statement as being taken by the Fund, which is a series of Deutsche Securities Trust, a Massachusetts business trust (the “Trust”), although all actions actually are taken by the Trust on behalf of the Fund. The term “Board,” as used herein, refers to the board of trustees of the Trust. The term “Board Member,” as used herein, refers to a person who serves as a trustee of the Trust. The term “Independent Board Member” means a Board Member who is not an interested person of the Fund as defined by the Investment Company Act of 1940, as amended (the “1940 Act”).

 

 

 

The Information Statement will be available at https://www.dws-investments.com/EN/resources/for-investors.jsp and will remain available until at least May 25, 2016.

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BACKGROUND

 

General. At a meeting held on November 11, 2015, the Fund’s Board, all the members of which are Independent Board Members, approved the appointment of DeAWMI as a sub-advisor to the Fund and the terms of the New Sub-Advisory Agreement, to become effective on or about January 1, 2016. The Sub-Advisor was appointed in order to accommodate a re-organization of Deutsche Bank affiliates. Previously, the member of the Fund’s portfolio management team responsible for the Fund’s covered call strategy, Hans-Joachim Weber, was deemed an employee of both DeAWMI and of DIMA’s Frankfurt branch. As part of a restructuring undertaken for legal and tax reasons, DIMA’s Frankfurt branch was closed and Mr. Weber remained an employee of DeAWMI. Mr. Weber’s role on the portfolio management team has not changed. However, in order for Mr. Weber to continue to provide investment management services to the Fund as an employee of DeAWMI, DeAWMI was appointed as a sub-advisor to the Fund.

 

The form of the New Sub-Advisory Agreement is attached hereto as Exhibit A. A description of the New Sub-Advisory Agreement is set forth below and is qualified in its entirety by reference to Exhibit A.

 

Under the New Sub-Advisory Agreement, DIMA has delegated to DeAWMI the responsibility to make investment decisions and buy and sell securities solely with respect to the implementation of the Fund’s covered call strategy. RREEF America L.L.C. (“RREEF”), the Fund’s current sub-advisor, will continue to manage the rest of the Fund’s portfolio. RREEF and DeAWMI will coordinate and cooperate with each other in performing their duties with respect to the management of the Fund. Information about Mr. Weber and the other portfolio managers responsible for the portfolio management of the Fund is provided in Exhibit B.

 

Implementation of the New Sub-Advisory Agreement did not affect the management fee rate paid by the Fund to DIMA. Under the New Sub-Advisory Agreement, DIMA is responsible for paying DeAWMI a sub-advisory fee out of the management fee received by DIMA. Further information about the advisory and sub-advisory fee rates payable, and amounts paid, is set forth in Exhibit D.

 

The New Sub-Advisory Agreement for the Fund, as approved by the Board, will continue in effect until September 30, 2017, and will continue from year to year thereafter, subject to annual approval by the affirmative vote of (i) a majority of the Board's Independent Board Members at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Fund’s Board or the holders of a majority of the outstanding voting securities of the Fund.

 

A discussion of the Board’s considerations of the Fund’s new investment sub-advisory arrangement is provided below. (See “Board Consideration of the New Sub-Advisory Agreement,” below.)

 

Description of the New Sub-Advisory Agreement. Effective January 1, 2016, DeAWMI serves as a sub-advisor to the Fund under the New Sub-Advisory Agreement. Under the New Sub-Advisory Agreement, DeAWMI manages the implementation of the Fund’s covered call strategy, including the purchase and sale of covered call options for the Fund, all in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus and statement of additional information. DIMA is responsible for supervising and overseeing the performance of the Sub-Advisor’s duties under the New Sub-Advisory Agreement.

 

The sub-advisory fees payable under the New Sub-Advisory Agreement are paid by DIMA, not the Fund. Under the New Sub-Advisory Agreement, DeAWMI is paid by DIMA at a negotiated rate with respect to the Fund.

 

The New Sub-Advisory Agreement provides that DeAWMI shall not be liable for any loss sustained by the Fund due to any error of judgment or a mistake of law by DeAWMI. However, DeAWMI would still be subject to liability for (a) causing the Fund to be in violation of any federal or state law, rule or regulation, or an investment policy or restriction set forth in the Fund’s prospectus, or any written guidelines, policies or instructions provided in writing by the Trust’s Board or DIMA or (b) the Sub-Advisor’s willful

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misfeasance, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the New Sub-Advisory Agreement.

 

The New Sub-Advisory Agreement may be terminated without penalty with respect to the Fund (a) by the Board, or by vote of a majority of the outstanding voting shares of the Fund, on sixty (60) days’ written notice to DIMA and DeAWMI, (b) by DIMA on sixty (60) days’ written notice to DeAWMI, or (c) by DeAWMI upon ninety (90) days’ written notice to DIMA. DeAWMI may, without penalty, terminate the Agreement upon prior written notice if DeAWMI determines in its sole discretion that the services provided by DeAWMI under the Agreement would cause DeAWMI to register with or obtain any regulatory or official approvals or licenses, other than registration under the Investment Advisers Act of 1940, as amended, which, in the opinion of DeAWMI may be unreasonably detrimental to DeAWMI. The New Sub-Advisory Agreement will automatically terminate in the event of its assignment or in the event of the termination of the investment management agreement between the Trust and DIMA on behalf of the Fund (the “Investment Management Agreement”). In addition, DIMA may terminate the New Sub-Advisory Agreement upon immediate notice if DeAWMI becomes statutorily disqualified from performing its duties under the New Sub-Advisory Agreement or otherwise is legally prohibited from operating as an investment advisor.

 

Board Consideration of the New Sub-Advisory Agreement. The Board, all the members of which are Independent Board Members, approved the New Sub-Advisory Agreement at an in-person meeting in November, 2015.

In determining to approve the New Sub-Advisory Agreement, the Board reviewed the capabilities of DeAWMI and the terms of the New Sub-Advisory Agreement, including the sub-advisory fee schedule. The Board considered that the New Sub-Advisory Agreement would allow the same portfolio management team to continue to provide services to the Fund after an internal reorganization of Deutsche Bank affiliates. The Board noted that DeAWMI would only be responsible for the implementation of the Fund’s covered call strategy under the New Sub-Advisory Agreement and considered the investment process with respect to the Fund’s covered call strategy. The Board also considered that the appointment of DeAWMI was not expected to impact the Fund’s expenses, and that pursuant to the New Sub-Advisory Agreement, DeAWMI would be paid for its services by DIMA from its fees as investment advisor to the Fund. The Board noted DIMA’s representation that its profitability in connection with the management of the Fund would not change under the new sub-advisory arrangement.

Given that DeAWMI is an affiliate of DIMA, the Board additionally took into account the factors that it considered as part of the process that it followed prior to approving the annual renewal of the Fund’s investment management agreement with DIMA and the current sub-advisory agreement with RREEF in September 2015. These considerations are attached as Exhibit G.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the approval of the New Sub-Advisory Agreement was in the best interests of the Fund. In making this determination the Board did not give particular weight to any single factor. It is possible that individual Board Members may have weighed these factors differently in reaching their individual decisions to approve the New Sub-Advisory Agreement.

Information about Deutsche Asset & Wealth Management International GmbH (“DeAWMI”). DeAWMI, located at Mainzer Landstrasse 11-17, 60329 Frankfurt am Main, Germany, provides advisory services to a variety of types of clients, including affiliated investment companies. DeAWMI is registered as an investment advisor with the SEC and with the Federal Financial Supervisory Authority in Germany. As of March 31, 2015, DeAWMI had over $100 billion of assets under management. DeAWMI is a wholly owned subsidiary of DB Capital Markets (Deutschland) GmbH (“DBCM”), Taunusanlage 12, Frankfurt am Main, Germany 60325. DBCM is a wholly-owned subsidiary of Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany 60325.

 

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The principal occupations of each director and principal executive officer of DeAWMI are set forth in the table below. The principal business address of each director and principal executive officer, as it relates to his or her duties at DeAWMI is Mainzer Landstrasse 11-17, 60329 Frankfurt am Main, Germany. No Board Members or officers of the Fund are employees, officers, directors or shareholders of DeAWMI.

 

 

Name Position with DeAWMI Principal Occupation

 

Giovanni Petruzzelli

 

Chief Compliance Officer

 

 

Director, Deutsche Asset Management; Head of Deutsche Asset Management Compliance – Germany

 

Georg Schuh

 

Board Member

 

 

Managing Director, Deutsche Asset Management; Global Chief Strategist and Member of the Management Board of Deutsche Asset & Wealth Management International GmbH

 

Michael Fuss

 

Board Member

 

 

Managing Director, Deutsche Asset Management; Global Head of Key Account Management, Global Client Group and Member of the Deutsche Asset Management Global Client Group Extended Executive Committee and Board Member of Deutsche Asset & Wealth Management International GmbH

 

Stephan Scholl

 

Board Member

 

 

Managing Director, Deutsche Asset Management; Head of Platform Management and Member of the Management Board of Deutsche Asset & Wealth Management International GmbH

 

 

Steffen Leipold

 

Board Member

 

 

Managing Director, Deutsche Asset Management; Co-Head of Asset Management Distribution for Germany and Member of the Deutsche Asset Management Global Client Group Extended Executive Committee and Board Member of Deutsche Asset & Wealth Management International GmbH

 

 

DeAWMI does not currently serve as sub-advisor to other U.S. registered investment companies that have similar investment objectives and strategies.

 

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Investment Advisor. Pursuant to the Investment Management Agreement, DIMA, with headquarters at 345 Park Avenue, New York, New York 10154, is the investment advisor for the Fund. The Investment Management Agreement between DIMA and the Trust, on behalf of the Fund, was last approved by the Board, including a majority of the Independent Board Members, on September 11, 2015. The Investment Management Agreement between DIMA and the Trust was last approved by the sole initial shareholder of the Fund on September 30, 2013.

 

Under the supervision of the Board, DIMA is responsible for making investment decisions, buying and selling securities for the Fund, and conducting research that leads to these purchase and sale decisions. DIMA also is responsible for selecting brokers and dealers and for negotiating brokerage commissions and dealer charges. The Investment Management Agreement permits DIMA to delegate any of its duties to a sub-advisor, subject to a majority vote of the Board, including a majority of the Independent Board Members, and, if required by applicable law, subject to a majority vote of the Fund’s shareholders.

 

The name, address and principal occupation of each principal executive officer and each director of DIMA is set forth below. Unless otherwise noted, the address of each such person is c/o Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154.

 

Name Position Principal Occupation
Joseph Sarbinowski Director, President and Chief Executive Officer

Managing Director, Global Head of Institutional Cash Sales and Client Management, Deutsche Asset Management; Chief Executive Officer of DIMA

 

Brian Costello Director and Chief Operating Officer

Director, Deutsche Asset Management; Chief Operating Officer of DIMA

 

Cynthia Nestle Director Managing Director and Chief Administrative Officer, Deutsche Asset Management; Chief Operating Officer, Deutsche Asset Management Americas
Christine Rosner Director

Managing Director, Deutsche Asset Management

 

Bernard Abdo Executive Vice President

Managing Director, Deutsche Asset Management; Head of Alternatives & Fund Solutions, Deutsche Asset & Management Americas

 

Nancy Tanzil Chief Financial Officer and Treasurer

Director, Deutsche Asset Management

 

John Millette1 Secretary and Chief Legal Officer Director, Deutsche Asset Management
Robert A. Kloby Chief Compliance Officer

Managing Director, Deutsche Asset Management; Chief Compliance Officer for Deutsche Funds

 

Anjie LaRocca Assistant Secretary Vice President, Deutsche Asset Management

 

1 Address: One Beacon Street, Boston, MA 02108.

 

DIMA is a wholly owned subsidiary of Deutsche Bank Americas Holding Corp. (“DBAHC”), 60 Wall Street, New York, NY 10005. DBAHC is a wholly owned subsidiary of DB USA Corporation, 60 Wall Street, New York, NY 10005, which in turn is a wholly owned subsidiary of Deutsche Bank AG, Taunusanlage 12, Frankfurt am Main, Germany 60325. 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.

 

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Exhibit C sets forth the positions held by the officers of the Fund with DIMA or its affiliates.

 

Exhibit E sets forth information about the Fund’s relationship with DIMA and certain affiliates of DIMA, including information regarding fees paid to “Affiliated Brokers.”

 

No officer or Board Member of the Fund is a director, officer or employee of DeAWMI. No officer or Board Member of the Fund has any material direct or indirect interest in DeAWMI.

 

The Investment Management Agreement provides that DIMA shall not be liable for any error of judgment or of law, or for any loss suffered by the Fund in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of DIMA in the performance of its obligations and duties, or by reason of its reckless disregard of its obligations and duties under the agreement.

 

The Investment Management Agreement continues in effect from year to year so long as its continuation is approved at least annually by a majority of the Board and a majority of the Independent Board Members. The Investment Management Agreement may be terminated at any time upon 60 days’ notice by either party, or by a majority vote of the outstanding voting securities of the Fund, and will terminate automatically upon assignment.

 

Information regarding the management fee rates payable, and aggregate amounts paid by the Fund under the Investment Management Agreement is set forth in Exhibit D. Exhibit D was calculated based on the Fund’s most recent fiscal year.

 

DIMA also serves as the administrator for the Fund pursuant to an Administrative Services Agreement. Pursuant to the Administrative Services Agreement, DIMA provides administrative services to the Fund including, among others, providing the Fund with personnel, preparing and making required filings on behalf of the Fund, maintaining books and records for the Fund, and monitoring the valuation of the Fund’s securities. These services will continue to be provided by DIMA. Information regarding the administrative services fees payable, and aggregate amounts paid by the Fund under the Administrative Services Agreement is set forth in Exhibit F. Exhibit F was calculated based on the Fund’s most recent fiscal year.

 

 

ADDITIONAL INFORMATION

 

Share Ownership. Exhibit I to this Information Statement sets forth information as of January 20, 2016 regarding the ownership of the Fund’s shares by the only persons known by the Fund to own more than 5% of the outstanding shares of a class of the Fund. Collectively, the Board Members and executive officers of the Fund own less than 1% of each class of the Fund’s outstanding shares. The number of shares beneficially owned is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

 

Principal Underwriter. The principal underwriter for the Fund is DeAWM Distributors, Inc., 222 South Riverside Plaza, Chicago, Illinois 60606.

 

Contact for further information. For further information concerning the New Sub-Advisory Agreement, please contact the Fund at 800-728-3337.

 

 

 

 

The most recent Annual Report of the Fund, containing audited financial statements for the most recent fiscal year, and the most recent Semiannual Report of the Fund (each, a “Report”), previously have been furnished to the Fund’s shareholders. An additional copy of each Report will be furnished without charge upon request by writing to the Fund at 345 Park Avenue, New York, New York 10154 or by calling 1-800-

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728-3337. Reports are also available on the Deutsche Funds website at deutschefunds.com or at the website of the SEC at sec.gov.

 

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, call 1-800-728-3337 or write to the Fund at 345 Park Avenue, New York, New York 10154.

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EXHIBIT A

 

FORM OF SUB-ADVISORY AGREEMENT

 

 

AGREEMENT made this first day of January, 2016, between DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC. (the “Adviser”) and DEUTSCHE ASSET & WEALTH MANAGEMENT INTERNATIONAL GMBH (the “Sub-Adviser”).

 

WHEREAS, Deutsche Real Estate Securities Income Fund (the “Fund”), a series of Deutsche Securities Trust, a Massachusetts business trust (the “Trust”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS, the Adviser has entered into an Investment Management Agreement dated June 1, 2006, and revised as of October 1, 2011, with the Trust and made effective with respect to the Fund on September 20, 2013 (such agreement and any successor agreement thereto, the “Advisory Agreement”), pursuant to which the Adviser acts as investment manager to the Fund and provides certain investment advisory and other services with respect to the Fund; and

 

WHEREAS, the Adviser, with the approval of the Trust’s Board of Trustees, including a majority of the Directors who are not “interested persons,” as defined in the 1940 Act, desires to retain the Sub-Adviser to provide investment advisory services in connection with the management of the Fund, and the Sub-Adviser is willing to render such investment advisory services. The Sub-Adviser has classified the Adviser as professional client in the meaning of the provisions of the Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”).

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1.Duties of the Sub-Adviser. Subject to supervision and oversight by the Adviser and the Fund’s Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of the Fund entrusted to it by the Adviser hereunder (the “Assets”) solely with respect to the implementation of the Fund’s covered call strategy and in performing this function to determine in its own discretion to purchase and sell covered call options on the Assets in accordance with the Fund’s investment objective, policies and restrictions as stated in the Fund’s prospectus, statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the “Prospectus”), and subject to the following:
(a)The Sub-Adviser will perform its obligations under this agreement, in particular regarding the required cooperation with the Adviser and the Fund’s other sub-advisers, if any, in accordance with such policies and procedures as the Parties may agree from time to time.
(b)In the performance of its duties and obligations under this Agreement, the Sub-Adviser shall act in conformity with the Trust’s constituent documents and the Prospectus (the “Operating Documents” and attached hereto as Appendix B) which have been put into effect in conformity by and with the instructions and directions of the Adviser and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the “Code”), and all other applicable federal and state laws and regulations, as each is amended from time to time; provided however, that the Sub-Adviser shall be under no obligation to comply with any amendment and/or supplement to the Prospectus until such time as the Sub-Adviser has been notified of and has agreed to any and all such amendment and/or supplement and to the extent that such amendment and/or supplement relates to the services provided by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser of any

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changes to the 1940 Act or other applicable federal and state laws having effect on the services provided by the Sub-Adviser under this Agreement.

(c)The Sub-Adviser shall keep the Adviser informed of developments materially affecting the Fund. The Sub-Adviser shall provide to the Adviser or the Board of Trustees such information as provided for in Appendix A to this Agreement.

The Sub-Adviser shall keep and maintain the books and records relating to the Assets required to be kept and maintained by the Sub-Adviser under this Agreement. The Adviser shall inform the Sub-Adviser in a timely manner about such information relating to the Sub-Adviser’s services under this Agreement needed by the Adviser or the Fund under law applicable to the Adviser or the Fund. The Sub-Adviser shall also furnish to the Adviser, upon written request by the Adviser, any other reasonable information relating to the Assets that is required to be filed by the Adviser or the Fund with the Securities and Exchange Commission (the “SEC”) or sent to shareholders under the Securities Act of 1933, as amended, or 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Adviser or the Fund obtains from the SEC. The Sub-Adviser agrees that it will provide copies of such records it maintains pursuant to this Agreement upon the Fund’s request; provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser agrees to permit the Adviser, the Fund’s officers and the Fund’s independent registered public accounting firm to inspect and audit such records pertaining to the Fund at reasonable times during regular business hours upon due written notice. In addition, for the duration of this Agreement, the Sub-Adviser shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act, and Rule 204-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-adviser and to the Adviser upon the termination of this Agreement at the Fund’s request provided, however, that the Sub-Adviser may also retain a copy of such records. The Sub-Adviser shall maintain and enforce adequate security procedures with respect to all materials, records, documents and data relating to any of its responsibilities under this Agreement including all means for the effecting of securities transactions.

(d)The Sub-Adviser shall provide such sub-certifications as officers of the Adviser or the Trust may reasonably request in connection with the filings of Form N-CSR or Form N-Q (or any similar form) by the Fund.
(e)The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and Directors on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. In addition, the Sub-Adviser shall, as reasonably requested by the Adviser, for itself and on behalf of the Fund, furnish to the Adviser from time to time whatever information the Adviser reasonably believes appropriate for this purpose. The Sub-Adviser shall provide advice and assistance to the Adviser as to the determination of the value of securities held or to be acquired by the Fund for valuation purposes in accordance with the process described in the Fund’s Prospectus and valuation procedures. The Sub-Adviser will make its officers and employees available to meet with the officers of the Adviser and the Trust’s officers and Directors and provide such information as the Board of Trustees and the Adviser reasonably believe appropriate for purposes of the Board’s consideration of this Agreement and any continuations thereof, including information about the profitability to the Sub-Adviser of providing advisory services hereunder.
(f)The parties to this Agreement agree that the Fund has made arrangements for the safekeeping of any of the Fund’s assets (and the Fund’s documents of title) with such

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custodian as chosen by the Adviser from time to time with notice to the Sub-Adviser of the same. The Sub-Adviser shall not hold any asset of the Fund (or the Fund’s documents of title, if any) on behalf of the Fund or the Adviser.

(g)In the performance of its duties hereunder, the Sub-Adviser is and shall be an independent contractor and, as expressly provided herein, the Sub-Adviser is authorized to act on behalf of, and represent, the Fund. Except as otherwise expressly provided herein or authorized in writing by the Adviser, the Sub-Adviser shall have no further authority to act for or represent the Fund or the Trust in any way or otherwise be deemed to be an agent of the Fund, the Trust or the Adviser. If any occasion should arise in which the Sub-Adviser gives any advice to its clients concerning the shares of the Fund, the Sub-Adviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Sub-Adviser’s services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Sub-Adviser may render investment advice, management and other services to other investment companies and clients. The Sub-Adviser may provide advice and take certain actions with respect to clients other than the Fund or for the Sub-Adviser’s own accounts that may differ from the advice or the timing or nature of actions taken with respect to the Fund. Furthermore, the Sub-Adviser shall have no obligation to recommend the purchase or sale of any asset on behalf of the Fund that the Sub-Adviser or an affiliate may purchase or sell for its own account or for the account of any clients of the Sub-Adviser.
(h)To the extent that the Adviser has retained any other sub-adviser(s) to perform the fund management duties on behalf of the Fund (each being an “Alternate Sub-Adviser”), the Sub-Adviser agrees to coordinate and cooperate with such Alternate Sub-Adviser in the performance of its duties for the Fund in accordance with such policies and procedures as the parties may agree from time to time. In the event of a potential conflict or disagreement, the parties agree to work with the Adviser to remedy such situation.

 

2.Duties of the Adviser. The Adviser shall continue to have responsibility for all services to be provided to the Fund pursuant to the Advisory Agreement and shall supervise and oversee the Sub-Adviser’s performance of its duties under this Agreement; provided, however, that in connection with its management of the Assets, nothing herein shall be construed to relieve the Sub-Adviser of responsibility for compliance with its obligations under this Agreement, the Operating Documents set forth in Appendix B, the instruction and directions of the Board of Trustees of the Trust, the requirements of the 1940 Act, the Code, and all other applicable federal and state laws and regulations, as each is amended from time to time.
3.Delivery of Documents.
(a)The Adviser has furnished the Sub-Adviser with copies properly certified or authenticated of each of the following documents:
(i)The Trust’s Declaration of Trust, as in effect on the date of this Agreement and as amended from time to time (herein called the “Declaration”);
                        (ii)By-Laws of the Trust; and
                        (iii)Prospectus of the Fund.

 

(b)The Sub-Adviser has furnished the Adviser with copies properly certified or authenticated of each of the following documents:

 

                     (i)The Sub-Adviser’s most recent audited financial statements;

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(ii)An organizational chart showing public companies and registered broker-dealers affiliated with the Sub-Adviser;
                         (iii) The Sub-Adviser’s Form ADV; and
                         (iv) The Sub-Adviser’s Code of Ethics adopted pursuant to Rule 17j-1 under the 1940 Act.

 

4. Certain Representations and Warranties of the Sub-Adviser.

(a)The Sub-Adviser represents and warrants that it is a duly registered investment adviser under the Advisers Act and that the Sub-Adviser will maintain all registrations and licenses necessary to conduct and maintain the Sub-Adviser’s business. The Sub-Adviser covenants to maintain such registration, license and approval in effect during the term of this Agreement, provided however, that the Sub-Adviser shall not be required to provide any service or engage in any activity herewith which the Sub-Adviser determines in its sole discretion could require the Sub-Adviser to obtain any approval or license other than the license referred to above or which would otherwise cause the Sub-Adviser to violate any applicable law, regulation or government policy.
(b)The Sub-Adviser represents that it has read and understands the Prospectus and warrants that in determining in its own discretion to purchase and sell covered call options it will use all reasonable efforts to adhere to the Fund’s investment objective, policies and restrictions contained therein.

(c)The Sub-Adviser represents that it will provide the Fund with any amendments to its Code of Ethics and any certifications required by Rule 17j-1 under the 1940 Act. The Sub-Adviser represents that it has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988.

(d)The Sub-Adviser represents and warrants that it will maintain written policies and procedures that are reasonably designed to prevent violation of Federal Securities Laws as defined in Rule 38a-1 under the 1940 Act and that are otherwise in compliance with Rule 206(4)-7 under the Advisers Act. The Sub-Adviser agrees to provide the Fund and the Adviser, from time to time, with copies of such policies and procedures, summaries thereof and certifications with respect thereto. The Sub-Adviser agrees to cooperate with the Trust’s Chief Compliance Officer in providing information to fulfill the requirements of Rule 38a-1 under the 1940 Act as interpreted by the SEC or the Board of Trustees.


5. Compliance.

(a)The Sub-Adviser agrees that it shall promptly notify the Adviser and the Fund: (i) in the event that the SEC or any other regulatory authority has censured its activities, functions or operations; suspended or revoked its registration as an investment adviser; or has commenced proceedings or an investigation that may result in any of these actions; (ii) of the occurrence of any event that could disqualify the Sub-Adviser from serving as an investment adviser pursuant to Section 9 of the 1940 Act; (iii) in the event that there is a change in the Sub-Adviser, financial or otherwise, that would in the reasonable opinion of the Sub-Adviser materially and adversely affect its ability to perform services under this Agreement; or (iv) upon having a reasonable basis for believing that, as a result of the Sub-Adviser’s investing the Assets, the Fund’s investment portfolio has ceased to adhere to the Fund’s investment objective, policies or restrictions as stated in the Prospectus or is otherwise in violation of applicable law; provided, however, that the

11 

 

Sub-Adviser shall be bound by the terms of this Section 5(a) upon actually becoming aware of the occurrence of any of the events contemplated in this Section 5(a) and only in the event that such action by the Sub-Adviser is not prohibited by applicable law or regulation, court or regulatory or other official body with competent jurisdiction.

(b)The Sub-Adviser shall, unless prohibited by any applicable law or regulation, court or regulatory body or other official body with competent jurisdiction, forward as soon as reasonably practicable, upon receipt of a notice in writing, to the Adviser copies of any material correspondence from the SEC or other regulatory authority with competent jurisdiction that relates to the Fund or the Adviser generally, including SEC inspection reports, if any.

(c)The Fund and the Adviser shall be given access to such records or other documents of the Sub-Adviser at reasonable times solely as is necessary for the purpose of monitoring compliance with the terms of this Agreement and the rules and regulations applicable to the Sub-Adviser relating to its providing investment advisory services to the Fund, provided however, that the Sub-Adviser shall have no obligation to furnish the Fund or the Adviser with records relating to trading by employees of the Sub-Adviser for their own accounts and on behalf of other clients. The Sub-Adviser agrees to cooperate with the Fund and the Adviser and their representatives in connection with requests for such records or other documents.
(d)The Sub-Adviser is required by law to comply with all applicable local laws, regulations and policies, relating to the prevention of money laundering, terrorist financing and related financial crimes. Pursuant to the before mentioned rules and regulations the Sub-Adviser is inter alia obliged
(i)to identify the Adviser and its ultimate beneficial owner,
(ii)to detect politically exposed persons,
(iii)to establish the source of wealth and
(iv)to comply with international embargo regulations.

The Adviser shall notify the Sub-Adviser without undue delay and unrequested of any changes in regard to the above mentioned personal data, company name, domicile, the legal representatives, source of wealth, beneficial ownership or control structure which occur during the business relationship. The Adviser shall supply the Sub-Adviser with any necessary documentation and information in order to establish and prove the submitted details.

(e)The Sub-Adviser takes reasonable precautions in dealing with potential and actual conflicts of interest. The Sub-Adviser has drawn up principles to handle conflicts of interest which are available in its current version on the Sub-Adviser's website www.institutional.deutscheawm.com.
6.Compensation to the Sub-Adviser. For the services to be provided by the Sub-Adviser pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the Sub-Adviser agrees to accept, a sub-advisory fee at the rate set forth in Appendix C, which is attached hereto and made part of the Agreement, based on the advisory fee, less any fees waived and/or reimbursed by the Adviser or its affiliates and any revenue sharing payments made by the Adviser or any of its affiliates to unaffiliated third parties. The fee will be computed daily and will be paid to the Sub-Adviser quarterly.

The Adviser acknowledges that in specific cases the Sub-Adviser may make payments to third parties that render non-investment advisory services to the Sub-Adviser with regard to the management of the Fund to the extent permitted under the 1940 Act and the rules adopted

12 

 

thereunder (e.g. for consulting with the Adviser, solicitation activities with regard to the portfolio management mandate). The Sub-Adviser may make such payments as reimbursement of the third party’s costs or dependent on the amount of fees received for the management of the Fund. The fees payable by the Adviser shall not be increased by such payments of the Sub-Adviser to third parties. The Sub-Adviser shall disclose further details in accordance with applicable legal provisions on request of the Adviser.

 

7.Expenses. The Sub-Adviser shall bear all of its separate expenses (such as its general overhead expenses including the rent of offices, compensation and benefits of the administrative staff of the Sub-Adviser, maintenance of its books and records and its fixed expenses, telephones and general purpose office equipment) (excluding brokerage costs, custodian fees, fees of independent registered public accounting firms or other expenses of the Fund to be borne by the Fund) in connection with the performance of its services under this Agreement. The Fund will bear certain other expenses to be incurred in its operation and shall not be borne by the Sub-Adviser. Such expenses include, but are not limited to, investment management fees, fees for necessary professional and brokerage services to the Fund; costs relating to local administration of securities; fees for any pricing service; the costs of the Fund’s regulatory compliance (other than costs primarily relating to the Adviser’s or Sub-Adviser’s regulatory compliance); and pro rata costs associated with maintaining the Fund’s legal existence and shareholder relations. All other Fund operating expenses not specifically assumed by the Sub-Adviser hereunder or by the Adviser are borne by the Fund.
8.Standard of Care and Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except that nothing herein contained will be construed to protect the Sub-Adviser against any liability to the Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or (b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.
9.Insurance. The Sub-Adviser shall maintain for the duration hereof, with an insurer acceptable to the Adviser, a blanket bond and professional liability or errors and omissions insurance in an amount or amounts deemed by the Sub-Adviser in its sole discretion to be sufficient to meet its obligations to its clients, including the Fund.
10.Duration and Termination.
(a)This Agreement shall become effective with respect to the Fund on January 1, 2016, and shall remain in full force until September 30, 2017 and from year to year thereafter, but only as long as such continuance is specifically approved at least annually and in the manner required by the 1940 Act. The requirement that continuance of this Agreement be “specifically approved at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder and any applicable SEC exemptive order therefrom.
(b)This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the Advisory Agreement. In addition, the Adviser has the right to terminate this Agreement upon immediate notice if the Sub-Adviser becomes statutorily disqualified from performing its duties under this Agreement or otherwise is legally prohibited from operating as an investment adviser.

13 

 

(c)If a party breaches this Agreement in any material respect which is not cured within sixty (60) days of the other party giving it written notice of such breach, the other party may effect termination of this Agreement on written notice to the defaulting party.
(d)This Agreement may be terminated at any time, without the payment by the Fund of any penalty, by the Board of Trustees of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, or by the Adviser. The Fund may effect termination of this Agreement by action of the Board of Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund on sixty (60) days’ written notice to the Adviser and the Sub-Adviser. The Adviser may effect termination of this Agreement on sixty (60) days’ written notice to the Sub-Adviser.
(e)The Sub-Adviser may at any time, without payment of any penalty, terminate this Agreement upon ninety (90) days’ written notice to the Adviser. The Sub-Adviser may without payment of any penalty terminate this Agreement upon immediate written notice, if the Sub-Adviser determines in its sole discretion that the services provided by the Sub-Adviser under this Agreement would cause the Sub-Adviser to register with or obtain any regulatory or official approvals or licenses other than licenses as provided for in Section 4(a) sentence 1 of this Agreement, which in the opinion of the Sub-Adviser may be unreasonably detrimental to the Sub-Adviser.
(f)Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Section 6 earned prior to such termination.

11. Confidentiality.

(a) Each party agrees that it shall hold in strict confidence all data and information obtained from another party hereto or the Fund (unless such information is or becomes readily ascertainable from public or published information or trade sources other than through a breach of this Confidentiality Clause) other than to its affiliates and any other party performing functions for the Fund and shall ensure that its officers, employees and authorized representatives do not disclose such information to others without the prior written consent of the party from whom it was obtained, unless such disclosure is required by a court with competent jurisdiction, the SEC, other regulatory or official body with applicable jurisdiction, or the Fund’s independent registered public accounting firm, or in the opinion of its counsel, applicable law, and then only with as much prior written notice to the other party as is practicable under the circumstances.

(b) The Adviser, on behalf of the Fund, has legitimate business reasons to disclose to the Sub-Adviser certain non-public portfolio holdings information of the Fund (“Holdings Information”) from time to time. The Sub-Adviser agrees that it:

(i)Will use the Holdings Information exclusively for purposes of providing services pursuant to this Agreement that may benefit the Fund; This includes the Sub-Adviser´s independent auditors and any external legal counsel, entities and persons of whom the Sub-Adviser avails itself in accordance with this Agreement for the purpose of performing its obligations hereunder. In particular, the Sub-Adviser shall be authorized to provide to brokers and counterparties any information required in order to establish and maintain a business relationship;
(ii)Will not engage in any fraudulent, competitive or improper behavior based on the Holdings Information that may disadvantage the Fund, including disclosing, trading or making investment recommendations based on the Holdings

14 

 

Information to or for any party other than the Fund as provided in this Agreement;

(iii)Will treat the Holdings Information as confidential and will not disclose such information to any party other than as required to perform the services under this Agreement. This clause shall not apply to the extent that: (1) the Holdings Information is publicly known, (2) the Holdings Information is or becomes legally known to the Sub-Adviser other than through disclosure by the Fund, the Adviser, an affiliated person of the Fund or the Adviser or by another party bound by an obligation of confidentiality to the Fund, or (3) the disclosure is required by law or requested by any regulatory authority or required by statute, rule, regulation, subpoena, regulatory examination request or court order, provided, however, that unless prohibited by law or regulatory requirements, the Sub-Adviser will not make any such disclosure without first notifying the Adviser and the Fund and allowing the Adviser or the Fund a reasonable opportunity to seek injunctive relief (or a protective order) with respect to the obligation to make such disclosure; and
(iv)Will notify the Adviser if the Sub-Adviser has any knowledge of the Holdings Information having been misused, including in violation of this Agreement.

 

(v)The Adviser agrees that the Sub-Adviser is authorized to record any telephone conversation held with the Sub-Adviser’s fund management team. The Sub-Adviser shall have the right to record and store any such telephone conversations for a limited period of time. The Adviser shall inform its employees, officers and directors and the Fund’s employees, officers and directors regarding the Sub-Adviser’s recording policies and shall obtain such persons’ consent with respect to any such recordings.
12.Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act.
13.Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.
14.Notice. Any notice, advice or report to be given pursuant to this Agreement shall be in writing and mailed or delivered to the address(es) listed below or to such other address(es) or to such other individual(s) as shall be specified by the respective party from time to time; provided, that all such deliveries by mail or otherwise shall be conclusive upon receipt.

 

To the Adviser:

Brian Costello

Chief Operating Officer

Deutsche Investment Management Americas Inc.

28th Floor.

60 Wall Street

New York, NY 10005-2836

Telephone: (212) 250-9508

15 

 

E-mail: brian.costello@db.com

and with a copy (which shall not constitute notice) to:

John Millette

Deutsche Investment Management Americas Inc.

One Beacon Street

Boston, MA 02108

 

To the Sub-Adviser:

Deutsche Asset & Wealth Management International GmbH

Mainzer Landstraβe 11-17

60329 Frankfurt am Main,

Germany

Attention: Stephan Scholl

Telephone: +49(69)910-13550

E-mail: stephan.scholl@db.com

 

 

15.Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to the 1940 Act. Specifically, the terms “vote of a majority of the outstanding voting securities,” “interested person,” “control,” “assignment” and “affiliated person,” as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified or interpreted by any applicable order or orders of the SEC or any rules or regulations adopted by, or interpretative releases of, the SEC thereunder, such provision shall be deemed to incorporate the effect of such order, rule, regulation or interpretative release.
16.Entire Agreement. This Agreement states the entire agreement of the parties hereto, and is intended to be the complete and exclusive statement of the terms hereof. It may not be added to or changed orally, and may not be modified or rescinded, except by a writing signed by the parties hereto and in accordance with the 1940 Act or pursuant to applicable orders or interpretations of the SEC.
17.Miscellaneous. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

 

A copy of the Trust’s Declaration is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders of the Trust or the Fund.

16 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first written above.

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

DEUTSCHE ASSET & WEALTH MANAGEMENT INTERNATIONAL GMBH

 

By: _________________________________

 

By: _________________________________

 

Name:

 

Name:

Title: Title:

 

 

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

DEUTSCHE ASSET & WEALTH MANAGEMENT INTERNATIONAL GMBH

 

By: _________________________________

 

By: _________________________________

 

Name:

 

Name:

Title: Title:

 

17 

 

Appendix A

to the

Sub-Advisory Agreement

between

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

and

DEUTSCHE ASSET & WEALTH MANAGEMENT INTERNATIONAL GMBH

 

 

Pursuant to Section 1(c) of the Agreement the Sub-Adviser shall furnish to the Adviser such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Adviser or Board of Trustees may reasonably request as follows:

 

1.Quarterly Compliance Certifications and Reports
2.Code of Ethics Reports
3.Code of Ethics Certifications
4.Compliance Program Assessments and Certifications under Rule 38a-1/206(4)-7
5.Compliance Due Diligence Questionnaires
6.Policies, Procedures and Summaries

18 

 

Appendix B

 

Operating Documents

 

 

 

1.Prospectus
2.Statement of Additional Information
3.Declaration of Trust
4.By-laws and any pertinent amendments thereto

19 

 

Appendix C

to the

Sub-Advisory Agreement

between

DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC.

and

DEUTSCHE ASSET & WEALTH MANAGEMENT INTERNATIONAL GMBH

Fee Rate

 

Fund Sub-Advisory Fee Rate
Deutsche Real Estate Securities Income Fund 10% of the advisory fee after the effective waivers and revenue sharing payments

 

The Sub-Adviser’s remuneration for the services to be provided by it under this Agreement will be calculated as following:

 

(i) The fee is accrued monthly and settled quarterly and is calculated as the average of the individual Fund's monthly assets based on the Fund’s daily net assets as recorded in the accounting system of the Adviser, multiplied by the applicable yearly net management fee rate or net advisory fee rate for the Fund and multiplied by the percentage stated in the above table, divided by the number of days in a year (365 or 366). The net rate is the gross rate less any waivers connected with the Fund.

 

(ii) If the delegation did not exist for the full month the fee will be prorated to reflect the number of days that the Fund existed in that month.

 

(iii) In case that the delegation did not exist in the month prior to the date of delegation (e.g., the launch month) the Fund’s average total net asset value of the delegation launch month (i.e., the month in which the start date of the delegation falls) shall be used instead of that of the previous month, and such calculation will be made the month after the launch month.

 

(iv) The fee is paid by the Adviser to the Sub-Adviser within 30 business days after the Adviser has received the gross management fee or gross advisory fee from the Fund, and the Sub-Adviser has provided a reconciled valid tax invoice. Payments will be made in EUR.

 

(v) Unless otherwise agreed between the parties, all costs and expenses incurred by the Sub-Adviser in providing the services shall be borne by the Sub-Adviser.

 

(vi) The applicable percentage rates for the Fund is specified in the table above.

 

20 

 

 

 

EXHIBIT B

 

Portfolio Managers

 

 

Deutsche Real Estate Securities Income Fund

 

 

John W. Vojticek, Managing Director. Portfolio Manager of the Fund. Began managing the Fund in 2013.

·         Joined Deutsche Asset Management in 2004; previously worked as Principal at KG Redding and Associates, March 2004-September 2004; and Managing Director of Deutsche Asset Management from 1996-March 2004.

·         Co-Head and Chief Investment Officer of Liquid Real Assets for Deutsche Asset Management.

·         Investment industry experience began in 1996.

·         BS, University of Southern California.

Joseph D. Fisher, CFA, Director. Portfolio Manager of the Fund. Began managing the Fund in 2013.

·         Joined Deutsche Asset Management in 2004; previously served in the Real Estate Equity Investment Management Group at Principal Real Estate Investors.

·         Co-Head of Real Estate Securities for the Americas and Co-Lead Portfolio Manager: Chicago.

·         Investment industry experience began in 2003.

·         BBA, The University of Iowa; MBA, Kellogg School of Management, Northwestern University.

David W. Zonavetch, CPA, Director. Portfolio Manager of the Fund. Began managing the Fund in 2013.

·         Joined Deutsche Asset Management in 1998; previously worked as Senior Accountant in Corporate Finance; and as an Analyst at Cendant Mobility.

·         Co-Head of Real Estate Securities, Americas and Co-Lead Portfolio Manager: Chicago.

·         BS, University of Illinois at Urbana-Champaign.

Hans-Joachim Weber, Assistant Vice President. Portfolio Manager of the Fund. Began managing the Fund in 2013.

·         Joined Deutsche Asset Management in 2007.

·         Co-Portfolio Manager of several DWS funds in Frankfurt since 2010; Specialist for equity derivative strategies for the DWS Equity platform in 2009 and Analyst for the food retail sector in 2008 and 2009.

·         BA, Fachhochschule Ludwigshafen; Bankkaufmann Sparkasse Starkenburg.

21 

 

 

 

 

EXHIBIT C

 

 

Fund Officers

 

 

Name, Year of Birth, Position with the Corporation and Length of Time Served(1)  

 

 

Business Experience and Directorships
During the Past 5 Years

Brian E. Binder(3) (1972) President and Chief Executive Officer, 2013- present

 

 

Managing Director(2) and Head of Fund Administration, Deutsche Asset Management (2013-present); formerly: Head of Business Management and Consulting at Invesco, Ltd. (2010-2012)

 

Paul H. Schubert(4) (1963)

Chief Financial Officer, 2004-present

Treasurer, 2005-present

 

 

Managing Director(2), Deutsche Asset Management (since 2004); Chairman, Director and President, DeAWM Trust Company (since 2013); formerly, Director, DeAWM Trust Company (2004-2013)

 

John Millette(5) (1962)

Vice President and Secretary, 1999-present

 

Director(2), Deutsche Asset Management; Chief Legal Officer and Secretary, Deutsche Investment Management Americas Inc. (since 2015); Director and Vice President, DeAWM Trust Company (since 2016)

 

Caroline Pearson(5) (1962)

Chief Legal Officer, 2010 – present

 

 

Managing Director(2), Deutsche Asset Management; Secretary, DeAWM Distributors, Inc.; Secretary, DeAWM Service Company

 

 

Melinda Morrow(4) (1970)

Vice President, 2012 – present

 

  Director(2), Deutsche Asset Management

Hepsen Uzcan(4) (1974)

Assistant Secretary, 2013 – present

 

  Director(2), Deutsche Asset Management
       

 

Paul Antosca(5) (1957)

Assistant Treasurer, 2007-present

 

 

Director(2), Deutsche Asset Management

 

Jack Clark(5) (1967)

Assistant Treasurer, 2007-present

 

 

Director(2), Deutsche Asset Management

 

Diane Kenneally(5) (1966) Assistant Treasurer, 2007-present

 

 

Director(2), Deutsche Asset Management

 

 

 

22 

 

 

Robert Kloby(4) (1962)

Chief Compliance Officer, 2006-present

 

  Managing Director(2), Deutsche Asset Management

Wayne Salit(4) (1967)

Anti-Money Laundering Compliance Officer, 2014 – present

  Director(2), Deutsche Asset Management; formerly: Managing Director, AML Compliance Officer at BNY Mellon (2011-2014); Director, AML Compliance Officer at Deutsche Bank (2004-2011)

 

________________________________________

(1) The length of time served represents the year in which the officer was first elected in such capacity for one or more Deutsche Funds.

(2) Executive title, not a board directorship.

(3) Address: 222 South Riverside Plaza, Chicago, Illinois 60606.

(4) Address: 60 Wall Street, New York, New York 10005.

(5) Address: One Beacon Street, Boston, Massachusetts 02108.

 

 

 

23 

 

EXHIBIT D

 

Management Fee

 

 

 

For all services provided under the Investment Management Agreement, the Fund pays DIMA a monthly investment management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the annual rates set forth below. In addition, the following sets forth the aggregate amount of the investment management fee paid to DIMA during the Fund’s most recently completed fiscal year.

 

Fund and Fiscal Year End Investment Management Fee Rate Aggregate Amount of Investment Management Fee Amount of Investment Management Fee Waived

 

Deutsche Real Estate Securities Income Fund, fiscal year ended December 31, 2015

 

 

 

 

0.65% of the Fund’s average daily net assets

 

 

$ 145,908

 

 

 

$ 14,330

 

 

 

 

As of January 1, 2016, the Fund has sub-advisory agreements with two sub-advisors (RREEF America, L.L.C. (“RREEF”) and DeAWMI), both affiliates of DIMA. For all services provided under the sub-advisory agreements, DIMA pays each sub-advisor a monthly fee based on a percentage of the advisory fee less any fee waivers. The following sets forth the annual sub-advisory fee rate paid to each sub-advisor and the aggregate amount of sub-advisory fees paid by DIMA to both sub-advisors during the Fund’s most recently completed fiscal year.

 

Fund and Fiscal Year End Sub-Advisory Fee Rates Aggregate Amount of Sub-Advisory Fees Paid to All Sub-Advisors

 

Deutsche Real Estate Securities Income Fund, fiscal year ended December 31, 2015

 

 

RREEF: 50% of the advisory fee, net of any waivers

 

DeAWMI: 10% of the advisory fee after the effective waivers and revenue sharing payments

 

 

$ ______1

 

 

 1No sub-advisory fees were paid to DeAWMI during the Fund’s most recent fiscal year ended December 31, 2015.

 

 

24 

 

 

 

EXHIBIT E

 

 

Information Regarding the Fund’s Relationship with DIMA and Certain Affiliates

 

 

Deutsche Real Estate Securities Income Fund

 

No portfolio trading commissions were paid to Affiliated Brokers for the Fund’s most recently completed fiscal year ended December 31, 2015.

 

The following fees were paid by the Fund to DIMA and its affiliates during the most recently completed fiscal year ended December 31, 2015 for services provided to the Fund (other than under an investment advisory contract or for brokerage commissions). These services will continue to be provided.

 

 

Entity

 

 

Service

 

Fee Paid

 

Amount Waived

 

DIMA

 

 

Typesetting and Regulatory Filings

 

 

$ 18,553

 

$ 0

 

DeAWM Service Company

 

 

Transfer Agent

 

$ 3,561

 

$ 3,561

 

DeAWM Distributors, Inc.

 

Distributor

 

 

$ 26,732

 

$ 5,802

 

 

 

25 

 

 

 

 

EXHIBIT F

 

Administrative Service Fee Payable to DIMA

 

 

For all services provided under the Administrative Services Agreement, the Fund pays DIMA an administrative service fee based on its average daily net assets computed and accrued daily and payable monthly, at an annual fee rate of 0.10%. The following sets forth the aggregate amount of the administrative service fee paid to DIMA during the Fund’s most recently completed fiscal year.

 

 

Fund and Fiscal Year End Aggregate Amount of Administrative Service Fee Amount of Administrative Service Fee Waived

 

Deutsche Real Estate Securities Income Fund, fiscal year ended December 31, 2015

 

 

$ 22,447

 

$ 0

 

 

 

 

 

 

26 

 

 

EXHIBIT G

 

Advisory Agreement and Sub-Advisory Board Considerations and Fee Evaluation

The Board of Trustees approved the renewal of Deutsche Real Estate Securities Income Fund’s investment management agreement (the “Agreement”) with Deutsche Investment Management Americas Inc. (“DIMA”) and sub-advisory agreement (the “Sub-Advisory Agreement” and together with the Agreement, the “Agreements”) between DIMA and RREEF America L.L.C. (“RREEF”), an affiliate of DIMA, in September 2015.

In terms of the process that the Board followed prior to approving the Agreements, shareholders should know that:

·In September 2015, all of the Fund’s Trustees were independent of DIMA and its affiliates.
·The Trustees met frequently during the past year to discuss fund matters and dedicated a substantial amount of time to contract review matters. Over the course of several months, the Board’s Contract Committee reviewed comprehensive materials received from DIMA, independent third parties and independent counsel. These materials included an analysis of the Fund’s performance, fees and expenses, and profitability from a fee consultant retained by the Fund’s Independent Trustees (the “Fee Consultant”). The Board also received extensive information throughout the year regarding performance of the Fund.
·The Independent Trustees regularly meet privately with counsel to discuss contract review and other matters. In addition, the Independent Trustees were advised by the Fee Consultant in the course of their review of the Fund’s contractual arrangements and considered a comprehensive report prepared by the Fee Consultant in connection with their deliberations.
·In connection with reviewing the Agreements, the Board also reviewed the terms of the Fund’s Rule 12b-1 plan, distribution agreement, administrative services agreement, transfer agency agreement and other material service agreements.
·Based on its evaluation of the information provided, the Contract Committee presented its findings and recommendations to the Board. The Board then reviewed the Contract Committee’s findings and recommendations.

In connection with the contract review process, the Contract Committee and the Board considered the factors discussed below, among others. The Board also considered that DIMA has managed the Fund since its inception, and the Board believes that a long-term relationship with a capable, conscientious advisor is in the best interests of the Fund. The Board considered, generally, that shareholders chose to invest or remain invested in the Fund knowing that DIMA managed the Fund. DIMA and RREEF are part of Deutsche Bank AG’s (“Deutsche Bank”) Asset and Wealth Management (“Deutsche AWM”) division. Deutsche AWM is a global asset management business that offers a wide range of investing expertise and resources, including research capabilities in many countries throughout the world. Deutsche Bank has advised the Independent Directors that the U.S. asset management business continues to be a critical and integral part of Deutsche Bank, and that Deutsche Bank will continue to make significant investments in Deutsche AWM, including ongoing enhancements to Deutsche AWM’s investment platform. Deutsche Bank also has confirmed its commitment to maintaining strong legal and compliance groups within the Deutsche AWM division.

As part of the contract review process, the Board carefully considered the fees and expenses of each Deutsche fund overseen by the Board in light of the fund’s performance. In many cases, this led to the negotiation and implementation of expense caps. As part of these negotiations, the Board indicated that it would consider relaxing these caps in future years following sustained improvements in performance, among other considerations.

While shareholders may focus primarily on fund performance and fees, the Fund’s Board considers these and many other factors, including the quality and integrity of DIMA’s and RREEF’s

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personnel and such other issues as back-office operations, fund valuations, and compliance policies and procedures.

Nature, Quality and Extent of Services. The Board considered the terms of the Agreements, including the scope of advisory services provided under the Agreements. The Board noted that, under the Agreements, DIMA and RREEF provide portfolio management services to the Fund and that, pursuant to a separate administrative services agreement, DIMA provides administrative services to the Fund. The Board considered the experience and skills of senior management and investment personnel, the resources made available to such personnel, the ability of DIMA to attract and retain high-quality personnel, and the organizational depth and stability of DIMA. The Board also requested and received information regarding DIMA’s oversight of Fund sub-advisers, including RREEF. The Board reviewed the Fund’s performance and compared those returns to various agreed-upon performance measures, including market index(es) and a peer universe compiled using information supplied by Morningstar Direct (“Morningstar”), an independent fund data service. The Board also noted that it has put into place a process of identifying “Focus Funds” (e.g., funds performing poorly relative to a peer universe), and receives additional reporting from DIMA regarding such funds and, where appropriate, DIMA’s plans to address underperformance. The Board believes this process is an effective manner of identifying and addressing underperforming funds. Based on the information provided, the Board noted that for the one-year period ended December 31, 2014, the Fund’s performance (Class A shares) was in the 4th quartile of the applicable Morningstar universe (the 1st quartile being the best performers and the 4th quartile being the worst performers). The Board also observed that the Fund has underperformed its benchmark in the one-year period ended December 31, 2014. The Board noted the disappointing investment performance of the Fund in the recent period and continued to discuss with senior management of DIMA the factors contributing to such underperformance and actions being taken to improve performance. The Board recognized the efforts by DIMA in recent years to enhance its investment platform and improve long-term performance across the Deutsche fund complex.

Fees and Expenses. The Board considered the Fund’s investment management fee schedule, sub-advisory fee schedule, operating expenses and total expense ratios, and comparative information provided by Lipper Inc. (“Lipper”) and the Fee Consultant regarding investment management fee rates paid to other investment advisors by similar funds (1st quartile being the most favorable and 4th quartile being the least favorable). With respect to management fees paid to other investment advisors by similar funds, the Board noted that the contractual fee rates paid by the Fund, which include a 0.10% fee paid to DIMA under the Fund’s administrative services agreement, were lower than the median (1st quartile) of the applicable Lipper peer group (based on Lipper data provided as of December 31, 2014). With respect to the sub-advisory fee paid to RREEF, the Board noted that the fee is paid by DIMA out of its fee and not directly by the Fund. The Board noted that the Fund’s Class A shares total (net) operating expenses (excluding 12b-1 fees) were expected to be higher than the median (3rd quartile) of the applicable Lipper expense universe (based on Lipper data provided as of December 31, 2014, and analyzing Lipper expense universe Class A (net) expenses less any applicable 12b-1 fees) (“Lipper Universe Expenses”). The Board also reviewed data comparing each share class’s total (net) operating expenses to the applicable Lipper Universe Expenses. The Board noted that the expense limitations agreed to by DIMA were expected to help the Fund’s total (net) operating expenses remain competitive. The Board also considered the Fund’s management fee rate as compared to fees charged by DIMA to comparable Deutsche U.S. registered funds (“Deutsche Funds”) and considered differences between the Fund and the comparable Deutsche Funds. The information requested by the Board as part of its review of fees and expenses also included information about institutional accounts (including any sub-advised funds and accounts) and funds offered primarily to European investors (“Deutsche Europe funds”) managed by Deutsche AWM. The Board noted that DIMA indicated that Deutsche AWM does not manage any institutional accounts or Deutsche Europe funds comparable to the Fund.

On the basis of the information provided, the Board concluded that management fees were reasonable and appropriate in light of the nature, quality and extent of services provided by DIMA and RREEF.

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Profitability. The Board reviewed information regarding revenues received by DIMA under the Agreement. The Board considered the estimated costs and pre-tax profits realized by DIMA from advising the Deutsche Funds, as well as estimates of the pre-tax profits attributable to managing the Fund in particular. The Board also received information regarding the estimated enterprise-wide profitability of DIMA and its affiliates with respect to all fund services in totality and by fund. The Board and the Fee Consultant reviewed DIMA’s methodology in allocating its costs to the management of the Fund. Based on the information provided, the Board concluded that the pre-tax profits realized by DIMA in connection with the management of the Fund were not unreasonable. The Board also reviewed certain publicly available information regarding the profitability of certain similar investment management firms.  The Board noted that while information regarding the profitability of such firms is limited (and in some cases is not necessarily prepared on a comparable basis), DIMA and its affiliates’ overall profitability with respect to the Deutsche Funds (after taking into account distribution and other services provided to the funds by DIMA and its affiliates) was lower than the overall profitability levels of most comparable firms for which such data was available.

Economies of Scale. The Board considered whether there are economies of scale with respect to the management of the Fund and whether the Fund benefits from any economies of scale. In this regard, the Board observed that while the Fund’s current investment management fee schedule does not include breakpoints, the Fund’s fee schedule represents an appropriate sharing between the Fund and DIMA of such economies of scale as may exist in the management of the Fund at current asset levels.

Other Benefits to DIMA and Its Affiliates. The Board also considered the character and amount of other incidental benefits received by DIMA and its affiliates, including any fees received by DIMA for administrative services provided to the Fund and any fees received by an affiliate of DIMA for distribution services. The Board also considered benefits to DIMA related to brokerage and soft-dollar allocations, including allocating brokerage to pay for research generated by parties other than the executing broker dealers, which pertain primarily to funds investing in equity securities, along with the incidental public relations benefits to DIMA related to Deutsche Funds advertising and cross-selling opportunities among DIMA products and services. The Board considered these benefits in reaching its conclusion that the Fund’s management fees were reasonable.

Compliance. The Board considered the significant attention and resources dedicated by DIMA to documenting and enhancing its compliance processes in recent years. The Board noted in particular (i) the experience and seniority of the individual serving as DIMA’s and the Fund’s chief compliance officer; (ii) the large number of DIMA compliance personnel; and (iii) the substantial commitment of resources by DIMA and its affiliates to compliance matters.

Based on all of the information considered and the conclusions reached, the Board unanimously determined that the continuation of the Agreements is in the best interests of the Fund. In making this determination, the Board did not give particular weight to any single factor identified above. The Board considered these factors over the course of numerous meetings, certain of which were in executive session with only the Independent Trustees and counsel present. It is possible that individual Trustees may have weighed these factors differently in reaching their individual decisions to approve the continuation of the Agreements.

 

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EXHIBIT H

 

 

 

Shares Outstanding as of January 20, 2016

 

 

Deutsche Real Estate Securities Income Fund

 

 

Class Shares Outstanding

 

Class A 299,817.67

Class C 174,723.23

Class INST 569,899.92

Class R6 1,087.37

Class S 634,614.70

 

 

 

 

 

 

 

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EXHIBIT I

 

5% SHAREHOLDERS

(as of January 20, 2016)

 

 

No person is known by the Fund to own more than 5% of the outstanding shares of any class of the Fund, except as specified below.

 

 

Deutsche Real Estate Securities Income Fund

 

Class Name and Address of Investor  Shares Percentage of Class
A

American Enterprise Investment Svc.

FBO #xxxxxxxxx

Minneapolis, MN 55402-2405

99,036.37 33.03%
A

Morgan Stanley Smith Barney

Harborside Financial Center

Jersey City, NJ 07311

37,184.11 12.40%
A

Pershing LLC

Jersey City, NJ 07399-0001

35,413.81 11.81%
A

National Financial Services LLC

For Exclusive Benefit of our Customers

Attn Mutual Funds Dept.

Jersey City, NJ 07310-2010

29,459.56 9.83%
A

LPL Financial

A/C xxxxxxxxx

San Diego, CA 92121-1968

15,983.19 5.33%
C

Morgan Stanley Smith Barney

Harborside Financial Center

Jersey City, NJ 07311

39,059.29 23.07%
C

LPL Financial

A/C xxxxxxxxx

San Diego, CA 92121-1968

33,334.84 19.69%
C

Stifel Nicolaus & Co. Inc.

Exclusive Benefit of Customers

St. Louis, MO 63102-2188

27,337.71 16.15%
C

American Enterprise Investment Svc.

FBO #xxxxxxxxx

Minneapolis, MN 55402-2405

25,387.70 15%
C

Pershing LLC

Jersey City, NJ 07399-0001

14,465.01 8.54%
C

RBC Capital Markets LLC

Mutual Fund Omnibus Processing

Minneapolis, MN 55402-1110

12,218.50 7.22%
INST

State Street Bank & Trust Co. Cust.

FBO Deutsche Alternative Asset Allocation Fund

Boston, MA 02210-1641

255,872.98 44.90%

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INST

State Street Bank & Trust Co. Cust.

FBO Deutsche Select Alternative Allocation Fund

Boston, MA 02210-1641

179,051.46 31.42%
INST

State Street Bank & Trust Co. Cust.

FBO Deutsche Alternative Asset Allocation VIP

Boston, MA 02210-1641

 64,160.92 11.26%
INST

LPL Financial

A/C xxxxxxxxx

San Diego, CA 92121-1968

 40,339.21 7.08%
R6

Deutsche Investment Management Americas Inc. Cust.

New York, NY 10005-2836

   1,087.37 100%
S

Charles Schwab & Co. Inc.

Special Custody Acct for the Exclusive Benefit of Customers

Attn Mutual Funds

San Francisco, CA 94104-4151

311,855.26 49.14%
S

National Financial Services LLC

For Exclusive Benefit of our Customers

Attn Mutual Funds Dept.

Jersey City, NJ 07310-2010

154,170.97 24.29%
S

LPL Financial

A/C xxxxxxxxx

San Diego, CA 92121-1968

 60,953.92 9.60%

 

 

 

32 

 

 

 

 

DEUTSCHE REAL ESTATE SECURITIES INCOME FUND

a series of DEUTSCHE SECURITIES TRUST

 

 

345 Park Avenue, New York, New York 10154

Telephone: 1-800-728-3337

 

IMPORTANT NOTICE OF INTERNET AVAILABILITY OF INFORMATION STATEMENT

 

This notice presents only an overview of the more complete Information Statement that is available to you on the internet relating to Deutsche Real Estate Securities Income Fund (the “Fund”), a series of Deutsche Securities Trust. We encourage you to access and review all of the information contained in the Information Statement. The Information Statement is purely for informational purposes. You are not being asked to vote or take action on any matter.

 

The following information is available to be viewed: Information Statement dated February ___, 2016

 

The Information Statement provides details of the recent addition of a sub-advisor for the Fund. The Board of Trustees of the Fund (the “Board”) approved a new sub-advisory agreement on behalf of the Fund between Deutsche Investment Management Americas Inc. (“DIMA”) and Deutsche Asset & Wealth Management International GmbH, an indirect wholly-owned subsidiary of Deutsche Bank AG (“DeAWMI”). DeAWMI assumed day-to-day management of assets of the Fund on January 1, 2016.

 

DIMA and the Fund have received an exemptive order (the “Exemptive Order”) from the U.S. Securities and Exchange Commission that permits DIMA, subject to Board approval, to select sub-advisors to manage all or a portion of the assets of the Fund and to materially amend sub-advisory agreements with sub-advisors, each without obtaining shareholder approval. Under conditions of the Exemptive Order, shareholders of the Fund must be provided with relevant information about the new sub-advisors within ninety (90) days of the hiring of a new sub-advisor. The Exemptive Order permits the mailing of this Notice advising you of the online availability of the Information Statement.

 

The Information Statement will be available to review and print at the following website until at least May 25, 2016: https://www.dws-investments.com/EN/resources/for-investors.jsp. A paper or e-mail copy of the Information Statement may be obtained, without charge, by contacting the Fund at 800-728-3337.

 

If you want to receive a paper or e-mail copy of the Information Statement, you must request one. There is no charge to you for requesting a copy.

 

In order to reduce the amount of mail you receive and to help reduce expenses, we generally send a single copy of this Notice of Internet Availability of Information Statement to each household, unless we receive contrary instructions from any stockholder at the household. If paper copies of the Information Statement are requested, we will send only one Information Statement to stockholders who share an address. If you would like to receive additional copies of the Information Statement please contact your Fund at 800-728-3337 or by writing to the Fund at 345 Park Avenue, New York, NY 10154.

 

 

 

 

 

 

 

 

RESI.IS-012116

 

 

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