RE:
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Deutsche LifeCompass 2015 Fund, Deutsche LifeCompass 2020 Fund and Deutsche LifeCompass 2030 Fund, each a series of Deutsche Target Date Series (the “Funds”) (File No. 811-08606) Proxy Statement on Schedule 14A under the Securities Exchange Act of 1934
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1.
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Comment: In the Question regarding fund expenses on p. 2 of the Q&A section, consider clarifying how the expense caps will work.
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2.
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Comment: On p. 11, in the first paragraph describing Proposal 1, consider describing what the new management fee levels are.
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3.
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Comment: In descriptions of the new investment strategies for the Deutsche LifeCompass 2015 Fund and Deutsche LifeCompass 2030 Fund, consider clarifying how
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the allocations between equity and fixed income investments may be affected by the ability to vary allocations by up to 10% of Fund assets.
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4.
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Comment: On p.12, in the paragraph that describes the current use by the Funds of Hewitt EnnisKnupp, Inc., consider adding a reference to any cost savings that might result from the termination of the existing arrangement.
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5.
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Comment: On p.16, in the bullet point at the bottom of the page, reference is made to the potential for improved performance of the Funds. Consider adding some discussion of the Funds’ recent performance to the proxy statement.
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6.
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Comment: On p.17, in the fourth bullet point under “Board Considerations,” please consider adding additional discussion regarding the Board’s conclusions with respect to the proposed management fees in light of comparative fee information provided by Lipper and the Board’s fee consultant.
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7.
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Comment: On p.17, in the sixth bullet point under “Board Considerations,” please consider including additional disclosure regarding the Board’s review of profitability.
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8.
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Comment: In Exhibit B – “Investment Objectives and Strategies of Restructured Funds,” reference is made to the expected use of derivatives by each of the restructured Funds. Please confirm that such use will be consistent with prospectus disclosure of each of the restructured Funds.
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9.
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Comment: In Exhibit F (Annual Fund Operating Expenses tables), please add a footnote defining “Acquired Funds Fees and Expenses.”
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10.
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Comment: Consider whether the proxy statement complies with the requirements of Item 22(a)(3)(iv) of Schedule 14A to include a table showing current and pro forma fees using the format used in Form N-1A.
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11.
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Comment: In Exhibit G (“Factors Considered by Board in Approving Current IMAs”) consider adding language regarding: (i) in the second bullet point, how the Board considered the fee analysis compiled by the fee consultant and how that analysis affected the Board’s determination; (ii) in the second to last paragraph on p.45, what the Board considered regarding fee caps and performance of the Funds; (iii) on p.48, in the paragraph about Profitability, the impact of the profitability analysis in the Board’s considerations.
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