0000921895-16-005564.txt : 20170109 0000921895-16-005564.hdr.sgml : 20170109 20160822214351 ACCESSION NUMBER: 0000921895-16-005564 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160823 DATE AS OF CHANGE: 20160822 EFFECTIVENESS DATE: 20160823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE MULTI-MARKET INCOME TRUST CENTRAL INDEX KEY: 0000842905 IRS NUMBER: 366894335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05689 FILM NUMBER: 161846318 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 MULTI-MARKET INCOME TRUST DATE OF NAME CHANGE: 20060206 FORMER COMPANY: FORMER CONFORMED NAME: SCUDDER MULTI MARKET INCOME TRUST DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: KEMPER MULTI MARKET INCOME TRUST DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: DEFC14A BUSINESS ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: P.O. BOX 71279 CITY: SALT LAKE CITY STATE: UT ZIP: 84171-0279 DEFC14A 1 defc14a06290044_08222016.htm defc14a06290044_08222016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 
Filed by the Registrant   o
 
Filed by a Party other than the Registrant   x
 
Check the appropriate box:

o           Preliminary Proxy Statement

¨           Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

x           Definitive Proxy Statement

o          Definitive Additional Materials

o           Soliciting Material Under Rule 14a-12

DEUTSCHE MULTI-MARKET INCOME TRUST
(Name of Registrant as Specified in Its Charter)
 
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
ROBERT FERGUSON
LYNN D. SCHULTZ
NEIL R. CHELO
MATTHEW S. CROUSE
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x          No fee required.

¨           Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
 

¨           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:
 
 
 
 
 
 
2016 ANNUAL MEETING OF SHAREHOLDERS
OF
DEUTSCHE MULTI-MARKET INCOME TRUST
_________________________
 
PROXY STATEMENT
OF
WESTERN INVESTMENT LLC
_________________________
 
WE HAVE LOST ALL CONFIDENCE IN DEUTSCHE AND THE BOARD OF TRUSTEES AND BELIEVE THAT THEY ARE UNFIT TO MANAGE CLOSED-END FUNDS.
 
Please vote the GOLD proxy card to elect shareholder-focused nominees who will fight to enhance value at KMM and for our proposal to declassify the Board to increase trustee accountability.
 
Please sign, date and mail the enclosed GOLD proxy card today!
 
Western Investment LLC, a Delaware limited liability company (“Western”, “we” or “us”), together with its fellow participants in this solicitation (collectively, the “Western Group”), is a significant long-term shareholder and the Western Group beneficially owns in the aggregate over 5% of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Deutsche Multi-Market Income Trust (“KMM”).  We are writing to you in connection with (i) the election of our four (4) nominees to the board of trustees of KMM (the “Board”) and (ii) our proposal to declassify the Board, each at the annual meeting of shareholders scheduled to be held at 9:30 a.m. Eastern time, on September 30, 2016 at the offices of Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”).
 
We are investors specializing in investing in closed-end funds and, in addition to our investment in KMM, have investments in other funds managed or controlled by Deutsche Investment Management Americas Inc. (“DIM”) and/or affiliates of DIM (collectively, “Deutsche”).  We are long-term investors and have been investing in KMM since 1997.
 
In 2008 and 2010 we engaged in proxy campaigns at several Deutsche-managed closed-end funds and we beat Deutsche badly in those contests, forcing them to open-end two funds and conduct 25% tender offers in two others.  At the time, we felt it likely that the Board had learned its lesson and would truly act in the best interest of shareholders going forward. However, we were mistaken and so once again we feel that it is necessary to give the Board a lesson in shareholder democracy.  In our view, the Board continues to show that they simply do not understand the rights of shareholders nor have the merest notion of fiduciary responsibility.  We believe Deutsche and the Board are unfit to manage these funds and as a result of their years of incompetence they have lost or will soon lose all nine domestic taxable closed-end funds they once managed.
 
All of Deutsche’s domestic taxable closed-end funds have been or are scheduled to be liquidated or converted to an open-ended fund.  The next Deutsche-managed fund to be scheduled for termination is Deutsche High Income Trust (“KHI”), which announced earlier this year that it would terminate and issue a liquidating distribution to shareholders by November 30, 2016, but later accelerated the liquidation to occur on or about November 11, 2016.
  
 
1
 
 
The Board has recently announced plans to terminate KMM by making a liquidating distribution to shareholders by December 31, 2018.  We believe that there is no reason to wait this long.  In our view, KMM shareholders should be treated the same as KHI shareholders and the Board, consistent with its fiduciary duties, should terminate KMM by November 11, 2016.
 
Additionally, to increase the Board’s accountability to shareholders, we believe it is essential to declassify the Board so that all trustees are elected annually, and accordingly, we have submitted a shareholder proposal to that effect.
 
We are furnishing this proxy statement and the enclosed GOLD proxy card to shareholders in order to:
 
 
1.
Elect Western’s  trustee nominees, Arthur D. Lipson, Robert Ferguson, Matthew S. Crouse and Neil R. Chelo (each a “Nominee” and, collectively, the “Nominees”), to the Board as Class II trustees;
 
 
2.
Approve Western’s  proposal to declassify the Board; and
 
 
3.
Consider and act upon such other business as may properly come before the Annual Meeting.
 
If you have already sent a proxy card furnished by KMM’s management to KMM, you have every right to change your vote by signing, dating and returning the enclosed GOLD proxy card or by following the instructions for telephone or Internet voting detailed thereon.  Only your latest dated proxy card counts!
 
Please refer to Appendix A - Information Concerning the Annual Meeting (which is incorporated herein by reference) and KMM’s proxy materials for additional information concerning the Annual Meeting, including voting and proxy procedures, votes required for approval of the proposals and the solicitation of proxies.
 
If you have any questions or require assistance voting your Shares, please contact InvestorCom, Inc., who is assisting us, at their address and toll-free number listed on the following page.  This proxy statement (including the Appendices hereto, the “Proxy Statement”) and the enclosed GOLD proxy card are first being furnished to shareholders on or about August 23, 2016.
 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
 
The Proxy Statement, GOLD proxy card and additional information can be found at:
 
www.fixmyfund.com
 
______________________
 
 
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IMPORTANT
 
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
 
·
If your Shares are registered in your own name, you may vote such Shares by signing, dating and mailing the enclosed GOLD proxy card to Western, c/o InvestorCom, Inc., in the enclosed postage-paid envelope today.
 
·
If your Shares are held for you by a brokerage firm, bank, bank nominee or other institution on the record date, only they can vote such Shares and only upon receipt of your specific instructions.  Accordingly, please instruct your broker or bank to vote the GOLD proxy card on your behalf by following the instructions for Internet voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope
 
·
If you choose to use Internet voting, Western will be identified as “Opposition” on Proxyvote.com.
 


 
 
If you have any questions, require assistance in voting your GOLD proxy card,
or need additional copies of Western’s proxy materials,
please contact InvestorCom at the phone numbers listed below.


65 Locust Avenue, Suite 302
New Canaan, CT  06840
Shareholders call toll free at (877) 972-0090
Banks and Brokers may call collect at (203) 972-9300

You may also contact Western via email at
info@fixmyfund.com
 
 
 
 
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WE BELIEVE THE BOARD OF TRUSTEES HAS FAILED TO ACT IN THE BEST INTEREST OF SHAREHOLDERS
 
IT IS TIME TO SEND A MESSAGE TO KMM:
 
In our view Deutsche and KMM have a long history of poor governance and lack of accountability to shareholders.
 
KMM’s shareholders should be treated like those of KHI and should receive their liquidating distribution in 2016, not 2018.

We have lost all confidence in Deutsche and the Board and we believe they are unfit to manage any closed-end fund.
 
The time for action is now!
 
 

 
REASONS FOR OUR SOLICITATION
 
The Planned Termination of KMM Should be Accelerated to Occur by November 11, 2016

Deutsche recently announced that KMM would be terminated and that a liquidating distribution would be made to shareholders by December 31, 2018.  We feel that this timeline should be accelerated and that the termination and liquidating distribution should occur by November 11, 2016.

We do not believe it makes sense to delay the termination for almost two and a half years. Once the Board made the decision to terminate, we think it became incumbent upon the Board to move promptly to effect such liquidation.  The delay forces investors to wait to receive the full net asset value (“NAV”) of KMM and requires them to pay two more years’ worth of management fees to Deutsch.  All of the same board members recently determined to terminate KHI, and unlike KMM they are doing it by November 11, 2016.  We see no reason the same board would promptly terminate KHI and would wait more than two years to terminate KMM.
 
According to various news sources, Deutsche Bank AG (“Deutsche Bank”), the parent of DIM, KMM’s investment manager, is undergoing a major restructuring and is suffering financially.  It has been reported that the International Monetary Fund (IMF) now considers Deutsche Bank to be the “world’s most dangerous bank” due to its precarious financial situation.  The reports indicated that cost-cutting efforts by Deutsche Bank may intensify and that more jobs may need to be cut.
 
Western is concerned that Deutsche Bank’s weak performance has caused the market to question the bank’s viability and that this may have a severe negative impact on DIM and KMM.  In addition to the precedent set by KHI, Western believes that the most prudent action for the Board to take, consistent with their fiduciary duties, is to terminate KMM and make the liquidating distributions to shareholders by November 11, 2016.  The Board has a fiduciary obligation to the shareholders of KMM and if the troubles plaguing Deutsche Bank lead to further destruction of value for the shareholders of KMM then it is incumbent upon the Board to take the necessary action to limit this negative impact.
 
 
4
 
 
As stated earlier, Deutsche recently announced that another closed-end fund, Deutsche High Income Trust (“KHI”) would be terminated by making a liquidating distribution by November 11, 2016.  We see no reason why KMM’s shareholders should be treated differently from those of KHI.

KMM has a History of Poor Performance and Deep NAV Discount

KMM’s Shares have consistently traded at a discount to its per share NAV.  As stated in its most recent Annual Report to Shareholders, during fiscal 2015 alone, KMM’s discount widened from 10.2% at the beginning of the year to 17.0% at the end, while KMM’s own selected peer group averaged a 6.8% discount at the beginning of the same period and an 11.7% discount at the end.  KMM’s discount has consistently been deeper than its peers and its largest discount in the past five years, on September 29, 2015, was an abysmal 17.76%.  KMM has traded at a discount every day since October 3, 2013 and in calendar 2015, the average discount was 13.64%

When a NAV discount is excessive, as is the case with KMM, a shareholder who sells his or her Shares is forced to leave behind a substantial portion of the value underlying the Shares at the time of the sale.  We believe that the fair value of a share of common stock of a closed-end fund should be its NAV, or a value very close.  The Board should be taking all steps necessary to reduce the discount or to otherwise take necessary action to give value back to shareholders, however, the Board appears to be doing little to improve the situation.  The time has come for shareholders to stop waiting for things to improve and take action to lessen the discount by electing trustees who have shareholders’ interests at the forefront.
 
DIM has overseen significant losses in KMM and in many of its other domestic taxable closed-end funds.  For the period starting April 19, 2013 and ending July 29, 2016, KMM’s share price has plummeted from $11.97 to $8.60, which constitutes a -28.15% return (-8.67% with dividends reinvested).  Due to shareholder pressures, all Deutsche-managed domestic taxable closed-end funds have, or are scheduled to be, liquidated or converted into open-end funds.  We think that KMM should be liquidated in the same timeframe as KHI.  Why wait?
 
We Believe the Board’s Long History of Poor Corporate Governance and Lack of Accountability is Indicative of a Board that Wants to Silence the Voice of Shareholders

DIM and the closed-end funds that it manages have a long history of acting in an undemocratic manner, to undermine and silence dissident shareholders, by erecting significant roadblocks for shareholders to take action. These actions included failing to recognize an overwhelming majority of votes cast at annual meetings, failure to hold timely annual meetings, having classified boards, requiring that directors be elected by an absolute majority of outstanding shares, refusing to provide shareholder lists and aggressively seeking to exclude shareholder proposals.
 
The KMM Board is currently divided into three classes serving staggered three-year terms.  Despite what KMM says in its proxy statement, we believe that a classified board unfairly limits accountability to shareholders.  Isn’t it obvious that annual elections promote greater accountability and improve the performance of boards and the funds they oversee?  Furthermore, annual elections are the standard for corporate governance best practices and are recommended by leading proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis.  The trend over the past several years has been moving away from classified boards, with the vast majority of public companies electing all directors annually.  Embarrassingly, KMM’s classified board violates DIM’s own corporate governance voting standards, which states that “directors should be held accountable on an annual basis.”  KMM seeks to distinguish boards of closed-end investment funds from those of other companies, however, we see no valid reason for this distinction other than the ability it gives Deutsche to entrench its hand-picked trustees.  DIM and KMM have been fighting aggressively to prevent Western from submitting its proposal to declassify the Board.  As discussed in further detail in the Background to the Solicitation section, KMM submitted not one, but two, no-action request letters to the SEC arguing that the proposal and supporting statement should be excluded.  Twice the SEC staff was unable to concur with KMM’s views.  DESPITE KMM’s EFFORTS, KMM WAS FORCED TO INCLUDE THIS IMPORTANT SHARHEOLDER PROPOSAL IN ITS PROXY MATERIALS!
 
 
5
 
 
KMM and its investment manager, DIM have further tried to block shareholders’ rights by requiring that trustee nominees be elected by a majority of all shares outstanding, rather than a majority of the shares at a meeting.  This standard makes the election of any trustee nearly impossible in a contested election and has enabled KMM to permit its losing incumbents to remain in office following contested elections, which is exactly what happened at the annual meetings of various Deutsche-managed closed-end funds in 2008 and 2010.  Indeed, there are many instances at other Deutsche-managed funds where Western’s nominees have received the vast majority of votes at the actual meeting only to see the incumbents remain in office due to this overly-burdensome and shareholder-unfriendly requirement.  For example, at the 2010 annual meeting of DWS RREEF World Real Estate Fund, Inc. (“DRP”), Western’s nominees received approximately 69% of the votes cast at the meeting, however, this only constituted approximately 29% of the total shares outstanding (holders of less than 45% of the outstanding common shares were present at the meeting).  At the 2008 annual meeting of DWS Enhanced Commodity Strategy Fund, Inc. (“GCS”), Western’s nominees received approximately 65% of the votes cast at the meeting, however, this constituted less than 36% of the shares outstanding (holders of less than 52% of the outstanding common shares were present at the meeting).  Similarly, at the 2010 annual meeting of Deutsche High Income Opportunities Fund, Inc. (“DHG”), Western’s nominees received approximately 58% of the votes cast at the meeting, which constituted less than 28% of the shares outstanding (holders of less than 52% of the outstanding common shares were present at the meeting).  It is extremely difficult to get a majority of all outstanding shares, given the low numbers of votes historically cast at contested meetings of Deutsche-managed closed-end funds, relative to the number of shares outstanding (excluding broker non-votes) and it is clear to us that this requirement was adopted in order to ensure that contested elections would fail.
  
The members of the boards of Deutsche-managed funds have a long history of acting in an undemocratic manner.  For example, they have failed to implement a shareholder proposal that won the overwhelming majority of votes cast at an annual meeting.  At DHG’s 2010 annual meeting a quorum was present and Western’s proposal to declassify the board received 68% of the votes cast at the meeting, however, the DHG board, which included all of the current trustees on the current KMM Board, never took action to implement this clear shareholder mandate.  Furthermore, GCS refused to hold an annual meeting in 2009 after a vote of no-confidence by shareholders in 2008 because if it had two consecutive failed elections under then-current law, a shareholder could have petitioned for GCS’s dissolution.  It took a lawsuit by Western to force GCS to hold its annual meeting in 2010.
 
Our proposal to declassify the Board, if approved by shareholders and not ignored by the Board, would be an important first step to moving KMM in the direction of proper corporate governance and will allow more productive shareholder engagement and increased trustee accountability.  However, more remains to be done and we believe that it is absolutely necessary that the Board be reconstituted with individuals, such as our Nominees, dedicated to seeking paths to enhance shareholder value.
 
Western Believes the Current Independent Board Members, who Receive Compensation of up to $375,000 from Service on 103 Funds, May Be Too Beholden to KMM’s Investment Manager
  
According to KMM’s most recent proxy statement, all incumbent independent trustees are a trustee or director of 103 funds in the Deutsche fund complex.
 
We question whether service by each of KMM’s trustees of 103 funds in the same fund complex is in the best interests of KMM’s shareholders.  We also question the effect this arrangement may have on their independent judgment as trustees of KMM.
 
 
6
 
 
Consider the inherent conflicts of interest that we believe could arise as a result of serving as a trustee or director of so many Deutsche registered investment companies and as a result of the incumbent trustees’ lucrative arrangement whereby they each collect an amount ranging between $275,000 to $375,000 in annual fees in the aggregate for their service on 103 Deutsche fund boards.  We question whether this is a reason the board has decided to terminate KHI in 2016 but has delayed termination of KMM.  If Western’s nominees are elected to the KMM Board they will be entitled to compensation for serving on such board, however, they will not be serving on the 100+ other Deutsche-managed boards that the other members of the KMM Board serve on and therefore would not be beholden to the investment manager.

SERIOUS ACTION IS NEEDED.  IT IS TIME TO SEND A MESSAGE TO THE BOARD BY VOTING FOR WESTERN’S NOMINEES ON THE ENCLOSED GOLD PROXY CARD.
 
 
7
 
 
 
BACKGROUND TO THE SOLICITATION
 
 The following is a chronology of material events leading up to this proxy solicitation:
 
 
·
Western and its affiliates are long-term investors and certain of Western’s affiliates have invested in KMM and other Deutsche-managed funds since 1997.
 
 
·
In 2008 and 2010, Western ran proxy contests at several Deutsche-managed closed-end investment funds.  Western’s platform highlighted that (i) DIM was unfit to manage any other closed-end fund, (ii) had a history of disregarding best practice corporate governance recommendations and (iii) that the board was too beholden to Deutsche due to the lucrative compensation arrangements.  DHG held its 2010 annual meeting on May 24, 2010 and while there were sufficient shareholders to constitute a quorum, DHG, however, stated that none of the nominees received a sufficient number of votes to be elected to the board and therefore the incumbent slate continued as trustees.  In order to have a quorum, DHG needed merely 30% of the shares present in person or by proxy, however, the vote required to elect a nominee was the affirmative vote of a majority of the shares outstanding.  This was a near-impossible standard to meet and in Western’s opinion was designed to ensure that contested elections failed.  Western’s shareholder proposal to declassify the DHG board received 68% of the votes cast at the meeting but the board never implemented it.
 
 
·
On August 9, 2010, Andrew Donohue, the then-current Director of the SEC’s Division of Investment Management and now the SEC’s Chief of Staff, expressed his personal views that the boards of investment funds, particularly closed-end funds, must question whether certain defensive tactics are not only permissible under law, but also whether they are in the best interest of the fund and its shareholders, pursuant to their fiduciary duties.  The former director criticized a variety of more subtle defensive tactics employed by closed-end funds (in addition to the more obvious such as poison pills and opting into state control share statutes), including (i) delaying the annual meeting for months to postpone a dissident shareholder’s ability to replace an existing board, (ii) instituting a requirement that the election of directors requires the affirmative vote of a majority of outstanding shares, which Mr. Donohue stated “amounts to an anti-takeover device that keeps the existing board in place” and (iii) adopting bylaws which mandate certain qualifications for director nominees, which Mr. Donohue stated “results in additional hurdles for the replacement of existing directors and the entrenchment of existing management.”
 
 
·
On October 4, 2010, Western entered into a Settlement Agreement with DIM (the “Settlement Agreement”), pursuant to which DIM agreed to cause certain funds to take certain actions, including a tender offer, a share repurchase program, a merger of certain Deutsche funds and changes to their investment objectives.  Included in the Settlement Agreement were certain standstill restrictions (the “Standstill”) which restricted certain actions by Western for the next five years.
 
 
·
On October 31, 2015 the restrictions imposed by the Standstill expired and Western was able to again fight for shareholder-friendly changes at KMM and other Deutsche-managed funds.
 
 
·
Following October 31, 2015, Western engaged in various discussions with KMM, its management and its Board because Western was disappointed to find that once it had been silenced under the Standstill, Deutsche went back to its old ways of permitting excessive discounts of NAVs to exist and diminishing the rights of shareholders.
 
 
·
On February 26, 2016, the KHI Board announced that it would terminate KHI, by the making of a liquidating distribution, by November 30, 2016.  On July 13, 2016, the KHI Board announced that the liquidating distribution is expected to be made on or about November 11, 2016.
 
 
·
On April 18, 2016, pursuant to KMM’s Bylaws, Western delivered a letter to KMM (the “Nomination Letter”) nominating Arthur D. Lipson, Robert S. Ferguson, Matthew S. Crouse and Neil R. Chelo, for election to the Board at the Annual Meeting of stockholders and stating that Western intends to deliver a proxy statement and form of proxy to KMM’s shareholders and solicit proxies in support of the Nominees.  Also, on April 18, 2016 Western submitted to KMM a proposal and supporting statement, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to take the necessary steps to declassify the Board so that all trustees are elected on an annual basis (the “Western Proposal”).
 
 
8
 
 
 
 
·
Subsequent to the submission of the Nomination Letter, Mr. Lipson spoke with KMM President and Chief Executive Officer, Brian Binder, several times, in an attempt to settle the matter without a proxy contest. These discussions were unsuccessful.
 
   
·
On May 27, 2016, KMM submitted to the SEC a no-action request letter (the “Initial No-Action Request”), requesting that the SEC permit KMM to exclude the Western Proposal entirely pursuant to Rule 14a-8(i)(3) and Rule 14a-9 under the Exchange Act.  On June 24, 2016, the SEC informed KMM that it was unable to concur with its view that the Proposal could be excluded, stating that it was “unable to concur in [KMM’s] view that [KMM] may exclude the Western Proposal” and that it was “unable to conclude that [KMM has] demonstrated objectively that the portions of the supporting statement [KMM] reference[s] are materially false or misleading in violation of Rule 14a-9.”
 
 
·
Mr. Lipson flew from Salt Lake City, Utah to New York City to meet with Mr. Binder on June 22, 2016, to again discuss a settlement to avoid a proxy contest.  Again, this discussion was unsuccessful.
 
 
·
On July 1, 2016, KMM shockingly submitted to the SEC a second no-action request letter (the “Second No-Action Request”) again seeking to limit the Western Proposal.  On July 27, 2016, the SEC again informed KMM that it was unable to concur with KMM’s views, permitting the Western Proposal in its entirety and without revision.
 
 
·
On July 13, 2016, the KMM Board announced that it would terminate KMM, by the making of a liquidating distribution, by December 31, 2018.
 
 
·
On July 19, 2016, Western issued a press release announcing that it had submitted the Rule 14a-8 proposal to declassify the Board, to express its dismay that KMM has wasted shareholder assets in multiple failed efforts to seek to block or change the proposals and or accompanying statements, but that Western is pleased that the SEC has rejected such efforts by KMM.  Western filed the press release with the SEC under Schedule 14A.
 
 
·
On July 29, 2016, Western issued a press release highlighting Deutsche Bank’s severe financial deterioration and asking investors to consider what impact that might have on DIM’s ability to manage the KMM portfolio.  Western filed the press release with the SEC under Schedule 14A.
 
 
·
In July and August 2016, Mr. Lipson made numerous telephone calls in an attempt to contact Mr. Binder, there was no response to these phone calls.
 
 
·
On August 10, 2016, KMM refused to provide a list of shareholders to Western despite Western’s written request.
 
 
9
 
 
PROPOSAL NO. 1
 
ELECTION OF TRUSTEES
 

The Board is currently composed of eleven (11) trustees, four (4) of whom are up for election at the Annual Meeting.  While the Board is currently divided into three classes, stockholders are being asked to approve a non-binding proposal to declassify the Board at the Annual Meeting.  However, any declassification would not change the unexpired three-year terms of trustees elected prior to the effectiveness of the amendments (including trustees elected at the Annual Meeting). We are seeking your support at the Annual Meeting to elect our four (4) Nominees in opposition to KMM’s trustee nominees to serve a three-year term expiring at the 2019 Annual Meeting.  As previously announced by KMM, the Board has approved the termination of KMM pursuant to which it will make a liquidating distribution to shareholders no later than December 31, 2018.  Therefore, the Nominees, if elected, will serve until the termination of KMM.  In the event that the termination of KMM does not occur, the Nominees, if elected, would serve until the annual meeting in 2019.  Our Nominees, if elected, will constitute a minority of the Board.
 
OUR NOMINEES
 
The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, or offices for the past five (5) years of each of our Nominees.  The nominations were made in a timely manner and in compliance with the applicable provisions of KMM’s governing instruments.  The specific experience, qualifications, attributes and skills that led us to conclude that our Nominees should serve as trustees of KMM are set forth below.
 
Arthur D. Lipson (Age 73) has been managing private investment partnerships since 1995.  He has been the sole managing member of Western Investment LLC which has acted as the general partner, managing member or investment manager, as the case may be, of private investment partnerships in certain funds since 1997.  Western specializes in investing in undervalued companies.  Mr. Lipson has additional substantial experience in sales and trading and research, including previously heading all fixed income research for Lehman Brothers and for Paine Webber, was a known leader in the industry, and created, among other things, the Lehman Brothers bond indices.  From 2007 to 2008, Mr. Lipson served as a director of Pioneer Municipal and Equity Income Trust (“PBF”), during which time Mr. Lipson oversaw the elimination of a 17% discount to PBF’s net asset value and the merger of PBF into Pioneer Tax Free Income Fund, an open-end fund.  Mr. Lipson received a Masters of Science from Columbia University and a Bachelors of Science from the California Institute of Technology.  We believe that Mr. Lipson’s extensive investment experience, particularly with respect to closed-end funds, gives him a deep understanding of the challenges and issues facing KMM and that he would make a valuable addition to the Board.
 
Robert Ferguson (Age 59) is founder and Chief Investment Officer of Benchmark Plus Management LLC, an investment manager and adviser, since 1997. Prior to his time at Benchmark Plus, Mr. Ferguson co-founded Ferguson Bakken Strategies, Inc, an investment adviser, in 1993. Before that, Mr. Ferguson was Director, Pension Fund Investments at Weyerhaeuser Company (NYSE:WY), a company that produces softwood lumber, pulp, paper and packaging products. While at Weyerhaeuser, Mr. Ferguson shared responsibility for the investment management of the $1 billion pension fund. His job there included investment architecture, manager selection and performance measurement. Mr. Ferguson also managed the pension fund’s derivative portfolio that had a market exposure in excess of $100 million.  Prior to joining Weyerhaeuser in 1986, Mr. Ferguson managed all futures and options applications for First Chicago Investment Advisors (later Brinson Partners). The firm had close to $8 billion under management. While at First Chicago, Mr. Ferguson managed the firm’s $100 million Stock Index Fund and was a member of the Asset Allocation Committee. He played a key role in developing the Multiple Markets Index, an index comprised of global stocks and bonds, real estate and venture capital, and contributed to papers published in the Financial Analysts Journal.  Before receiving his M.B.A. from the Wharton School, Mr. Ferguson worked for three and a half years as a systems analyst for Weyerhaeuser Company. Mr. Ferguson received his Bachelors of Science from Oregon State University.  We believe that Mr. Ferguson’s extensive investment background, particularly with respect to closed-end funds, will allow him to have an immediate and significantly positive impact on the Board.
 
 
10
 
 
Matthew S. Crouse (Age 44) has worked at Western Investment LLC, a private investment firm, since February 2003 and currently serves as a Portfolio Manager.  In this role he has helped Western craft value-added strategies that have benefited shareholders of numerous closed-end mutual funds.  Prior to his work at Western, Mr. Crouse worked as manager of market risk at Duke Energy Corporation (NYSE:DUK), an electric power holding company, from 2002 to 2003.  Prior to that, from 2001 to 2002, Mr. Crouse, served as director of research at New Power Holdings Inc., a provider of electricity and natural gas to residential and small commercial customers in the United States.  Mr. Crouse has also been employed as an adjunct professor in the M.B.A. program at Westminster College, since September 2015.  Mr. Crouse graduated magna cum laude in Electrical Engineering from Rice University in 1993 where he also earned a Ph.D. in Electrical Engineering in 1999.  Mr. Crouse earned an M.S. in Electrical Engineering from the University of Illinois in 1995 and earned an M.B.A. in Finance from the University of Houston in 2003.  Mr. Crouse earned the CFA charterholder designation in 2005 and is currently a member of the CFA Society of Salt Lake City.  We believe that Mr. Crouse’s vast experience, particularly with respect to closed-end mutual funds, along with his extensive academic background, would make him a valuable addition to the Board.

Neil R. Chelo (Age 44), has worked at Benchmark Plus Management, L.L.C., an investment manager and adviser, since October 2003 and currently serves as Director of Research. Prior to his time at Benchmark Plus, Mr. Chelo served as Portfolio Manager at Rampart Investment Management, an investment manager and adviser, where he worked from 1996 to 2003. Mr. Chelo earned a Bachelor of Science in Finance in 1993 from Bentley University, where he also earned a Master of Science in Finance in 2000. Mr. Chelo earned the CFA (Chartered Financial Analyst) designation in 1999, the FRM (Financial Risk Manager) designation in 2002, and the CAIA (Chartered Alternative Investment Analyst) designation in 2006. He is a former board member of the Seattle Alternative Investment Association and is an active member of the CFA Society of Seattle. Mr. Chelo is also co-author of the bestselling book "No One Would Listen" and was featured in the documentary "Chasing Madoff', both of which highlighted his role in exposing the Madoff fraud and in 2009 he was named as one of the "Rising Stars of Hedge Funds" by Institutional Investors.  We believe that Mr. Chelo's more than two decades of experience analyzing and trading in the securities of closed-end funds gives him strong insight into the challenges and issues facing KMM and would make him an asset on the Board.
 
Name, Address, and Age
Position(s)
Held with Fund
Term of
Office and
Length of Time Served
Principal
Occupation(s)
During Past
5 Years
Number of
Portfolios in
Fund Complex
Overseen
by Director or
Nominee for Director
Other Directorships
Held by Director or
Nominee for Director
Arthur D. Lipson
c/o Western Investment LLC,
P.O. Box 71279,
Salt Lake City, Utah 84171
Age 73
None
None
See bio
information above
None
None
Robert S. Ferguson
c/o Benchmark Plus Management, L.L.C.,
820 A Street, Suite 700,
Tacoma, Washington 98402
Age 59
None
None
See bio
information above
None
None
Matthew S. Crouse
c/o Western Investment LLC,
P.O. Box 71279,
Salt Lake City, Utah 84171
Age 44
None
None
See bio
information above
None
None
Neil R. Chelo
c/o Benchmark Plus Management, L.L.C.,
820 A Street, Suite 700,
Tacoma, Washington 98402
Age 44
None
None
See bio
 information above
None
None
 
There can be no assurance that the election of our Nominees will improve KMM’s business and or otherwise enhance shareholder value.  Your vote to elect the Nominees will have the legal effect of replacing four incumbent trustees of KMM with our Nominees.

The election of the Nominees requires the affirmative vote of a majority of the Shares outstanding and entitled to vote thereon.

For additional information concerning our Nominees, see Appendix B – Additional Information About the Nominees (which is incorporated herein by reference).
 
WE URGE YOU TO VOTE FOR THE ELECTION OF OUR NOMINEES ON THE ENCLOSED GOLD PROXY CARD.
 
 
11
 
 
PROPOSAL NO. 2
 
PROPOSAL TO DECLASSIFY THE BOARD OF TRUSTEES
 
Due to what we believe to be a serious lack of accountability at the Board level, as discussed in further detail above, the Board should take the necessary steps to declassify the Board so that all trustees are elected on an annual basis.  We believe that a classified board allows KMM and its trustees to have limited accountability to shareholders.  The trend over the past several years, and the position of the leading proxy advisory firms, has been toward greater accountability of boards, however, KMM has fought to maintain this entrenchment device.
 
Accordingly, we have submitted the following proposal for shareholder approval at the Annual Meeting.
 
Proposal
 
RESOLVED, that the shareholders of Deutsche Multi-Market Income Trust (“KMM”) hereby request that the Board of Directors of KMM (the “Board”) take the necessary steps to declassify the Board so that all directors are elected on an annual basis.  Such declassification shall be completed in a manner that does not affect the unexpired terms of the previously elected directors.
 
Supporting Statement:
 
We believe the annual election of all directors encourages board accountability to its shareholders and when directors are held accountable for their actions, they perform better.  This view is shared by most, who believe it to be the standard for corporate governance best practices.  According to FactSet Research Systems, the vast majority of companies in the S&P 500 and Russell 1000 indexes elect all directors annually, with only approximately 10.5% and 25%, respectively, of companies retaining classified boards.
 
Currently, the KMM Board is divided into three classes serving staggered three-year terms.  It is our belief that the classification of the Board is strong proof that the Board is not acting in the best interests of shareholders.  A classified board protects the incumbents, which in turn limits accountability to shareholders.
 
KMM’s investment manager, Deutsche Investment Management Americas Inc. (“DIM”), has further blocked shareholder rights by requiring that directors be elected by a near-impossible absolute majority of shares outstanding, rather than a majority of shares voting, thereby enabling losing incumbents to remain in office following a contested election.
 
Further, KMM’s Board has a long history of acting in an undemocratic manner by failing to recognize all votes cast, failing to seat dissident directors who won the overwhelming majority of votes cast at annual meetings and failing to hold timely annual meetings.
 
Subsequently, in 2009 the then-current (now former) director of the SEC’s Division of Investment Management has publicly criticized all of these shareholder-unfriendly behaviors.
  
We remain committed to improving corporate governance at KMM for the benefit of all shareholders. Declassification of the Board is a positive step which will allow more productive shareholder engagement and will help KMM achieve its optimal valuation.
 
 
12
 
 
In this challenging economic environment, accountability for performance must be given to the shareholders whose capital has been entrusted in the form of share investments in KMM.  Sadly, KMM’s shares have consistently traded at a persistent discount to its per share net asset value.  For example, on September 29, 2015, the discount was an abysmal 17.76%.
 
DIM has overseen significant losses in KMM and its domestic taxable closed-end sister funds.  Due to shareholder pressures (including overwhelming losses in proxy contests), all nine funds have, or are scheduled to be, liquidated or converted into open-end funds.
 
KMM’s classified board and majority voting requirements also violate DIM’s own corporate governance voting standards, an embarrassing contradiction.
 
If this proposal is approved and adopted by the Board, all directors would be subject to annual election after the phase-in period.
 
For a greater voice in KMM’s corporate governance and to increase the accountability of the Board to shareholders, we urge you to vote FOR this proposal.
 
The approval of our proposal requires the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter.  You should be aware that this proposal is non-binding and therefore even if shareholders approve of the proposal at the Annual Meeting, the Board is allowed to ignore it, as boards of Deutsche-managed funds have done in the past.  Due to the entrenchment-friendly provisions of KMM’s Bylaws, in order to eliminate KMM’s classified board structure, at least a majority of the Trustees (6 out of 11) and eighty percent (80%) of the “continuing trustees” (as defined in the Bylaws) would ultimately need to approve a formal amendment repealing the classified board provisions.  We question whose interests these provisions are serving - the shareholders who believe in greater board accountability and wish to see this proposal implemented or an incumbent board that continues to collect large sums in annual compensation from Deutsche.
 
In fact, a similar proposal was submitted by Western and passed at the 2010 DHG annual meeting, but the board refused to implement it.
 
YOU ARE URGED TO VOTE FOR WESTERN’S PROPOSAL TO DECLASSIFY THE BOARD OF TRUSTEES ON THE ENCLOSED GOLD PROXY CARD
 
 
13
 
 
VOTING AND PROXY PROCEDURES
 
KMM has set the close of business on July 20, 2016 as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).  Shareholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.  According to KMM, as of the Record Date, there were 22,393,261.76 Shares outstanding.
  
VOTES REQUIRED FOR APPROVAL
 
Election of Trustees – The election of a trustee of KMM requires the affirmative vote of a majority of the Shares outstanding and entitled to vote thereon.
 
Proposal to Declassify the Board – The approval of Proposal 2 requires the affirmative vote of a majority of the Shares outstanding and entitled to vote thereon.
 
The information set forth above regarding the vote required to elect trustees is based on information contained in KMM’s proxy statement.  The incorporation of this information in this Proxy Statement should not be construed as an admission by us that such process and procedures are legal, valid or binding.
 
ABSTENTIONS
 
Abstentions will be counted for the purpose of determining whether a quorum is present.  Abstentions will not be counted as votes cast on any proposal set forth in this Proxy Statement.  Accordingly, abstentions will have the effect of a vote against the election of Western’s Nominees and Western’s proposal to declassify the Board.
 
DISCRETIONARY VOTING
 
Shares held in “street name” and held of record by banks, brokers or nominees may not be voted by such banks, brokers or nominees unless the beneficial owners of such Shares provide them with instructions on how to vote.
 
For additional and related information concerning the voting and proxy procedures for the Annual Meeting, see Appendix A - Information Concerning the Annual Meeting (which is incorporated herein by reference).
 
IF YOU WISH TO VOTE FOR THE ELECTION OF OUR NOMINEES TO THE BOARD, AND FOR OUR PROPOSAL TO DECLASSIFY THE BOARD, PLEASE VOTE YOUR SHARES BY TELEPHONE OR INTERNET, AS DESCRIBED ON THE ENCLOSED GOLD PROXY CARD, OR BY SIGNING, DATING AND RETURNING PROMPTLY THE ENCLOSED GOLD PROXY CARD, IN THE POSTAGE-PAID ENVELOPE PROVIDED.
 
 
14
 
 
OTHER MATTERS, PARTICIPANT AND ADDITIONAL INFORMATION
 
Western is unaware of any other matters to be considered at the Annual Meeting.  However, should other matters, which Western is not aware of a reasonable time before this solicitation, be brought before the Annual Meeting, the persons named as proxies on the enclosed GOLD proxy card will vote on such matters in their discretion.
 
We are asking you to vote FOR the election of our Nominees and FOR our proposal to declassify the Board.  The enclosed GOLD proxy card may only be voted for our Nominees and does not confer voting power with respect to KMM’s nominees.  We intend to vote all of our Shares for the election of our Nominees and for the proposal to declassify the Board and will not vote our Shares in favor of any of KMM’s trustee nominees.
 
Western has omitted from this proxy statement certain disclosure required by applicable law that is already included in KMM’s proxy statement.  This disclosure includes, among other things, biographical information on KMM’s trustees and executive officers, the dollar range of Shares owned by trustees of KMM and information on committees of the Board.  Shareholders should refer to KMM’s proxy statement in order to review this disclosure.
 
According to KMM’s proxy statement, KMM’s investment manager is Deutsche Investment Management Americas Inc., with headquarters at 345 Park Avenue, New York, New York 10154.
 
For information concerning the participants in this Solicitation, see Appendix C – Information Concerning the Participants (which is incorporated herein by reference).  For information concerning transactions in securities of KMM during the past two years by the participants in this solicitation, see Appendix D - Transactions in the Securities of KMM During the Past Two Years (which is incorporated herein by reference.
 
See Appendix E - Security Ownership of Certain Beneficial Owners (which is incorporated herein by reference) for information regarding persons who beneficially own more than 5% of the Shares and the ownership of the Shares by the management of KMM.
 
The information concerning KMM contained in this Proxy Statement and the appendices attached hereto has been taken from, or is based upon, publicly available information.
 

WESTERN INVESTMENT LLC
 

 

 
August 23, 2016
 
 
THIS SOLICITATION IS BEING MADE BY WESTERN AND NOT ON BEHALF OF THE BOARD OF TRUSTEES OR MANAGEMENT OF KMM.  WESTERN IS NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING.  SHOULD OTHER MATTERS, WHICH WESTERN IS NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GOLD PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
 
WESTERN URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF WESTERN’S NOMINEES AND IN FAVOR OF WESTERN’S PROPOSAL TO DECLASSIFY THE BOARD, EITHER BY TELEPHONE OR BY INTERNET AS DESCRIBED IN THE ENCLOSED GOLD PROXY CARD OR BY SIGNING, DATING AND RETURNING THE ENCLOSED GOLD PROXY CARD TODAY.
 
 
 
15
 
 
APPENDIX TO PROXY STATEMENT
 
FILED BY
 
WESTERN INVESTMENT LLC
 
RELATING TO
 
THE 2016 ANNUAL MEETING OF SHAREHOLDERS OF
 
DEUTSCHE MULTI-MARKET INCOME TRUST1
 
 
 
 
Appendix A - Information Concerning the Annual Meeting
 
Appendix B - Additional Information About the Nominees
 
Appendix C - Information Concerning the Participants
 
Appendix D - Transactions in the Securities of KMM During the Past Two Years
 
Appendix E - Security Ownership of Certain Beneficial Owners
 
 
1 Capitalized terms used and not defined herein shall have the meaning assigned to such terms in the Proxy Statement.
 
 
 
 
 
APPENDIX A
 
INFORMATION CONCERNING THE ANNUAL MEETING

The proxy statement, including the appendices attached thereto (the “Proxy Statement”), relates to the 2016 Annual Meeting of Shareholders of Deutsche Multi-Market Income Trust (“KMM”).  The address of the principal executive offices of KMM is 345 Park Avenue, New York, New York 10154.  KMM’s Secretary may be contacted c/o Deutsche Investment Management Americas Inc., One Beacon Street, Boston, Massachusetts 02108.
 
VOTING AND PROXY PROCEDURES
 
Shareholders, including those who expect to attend the Annual Meeting, are urged to vote their Shares today by following the instructions for Internet voting detailed on the enclosed GOLD proxy card, by calling the toll-free number contained therein, or by signing, dating and mailing the enclosed GOLD proxy card in the enclosed return envelope to Western Investment LLC, c/o InvestorCom, Inc., in the enclosed postage-paid envelope.
 
Authorized proxies will be voted at the Annual Meeting as marked and, in the absence of specific instructions, will be voted FOR the election of Western’s Nominees, FOR Western’s proposal to declassify the Board, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting.
 
QUORUM
 
In order to conduct any business at the Annual Meeting, a quorum must be present in person or represented by valid proxies.  The presence in person or by proxy of shareholders entitled to cast 30% of the Shares outstanding of KMM constitutes a quorum for the Annual Meeting.  All Shares that are actually voted on any matter will count for purposes of establishing a quorum and will be treated as Shares entitled to be voted at the Annual Meeting.
 
ABSTENTIONS; BROKER NON-VOTES
 
Broker-dealer firms holding shares of KMM in “street name” for the benefit of their customers and clients will request instructions from such customers and clients prior to the Annual Meeting on how to vote their shares. Under the rules of the New York Stock Exchange (“NYSE”), in non-routine matters a broker member may not authorize any proxy without instructions from the customer.  Votes that, in accordance with the NYSE rules, are not cast by broker-dealer firms on those non-routine matters are called “broker non-votes.”
 
In the event that there are no routine matters to be voted on, there will be no broker non-votes and shares held in street name for which voting instructions have not been received will be treated identically to shares held by a record holder who does not appear at the meeting in person or by proxy, i.e., the holder of those shares is not present for purposes of a quorum.  Abstentions will be considered to be present at the Annual Meeting for purposes of determining the existence of a quorum.
 
For the purpose of electing the Nominees, the failure to return a properly executed GOLD proxy card or otherwise authorize a proxy or an abstention will have the same effect as a “withhold” vote.
 
For the purpose of the shareholder proposal, the failure to return a properly executed GOLD proxy card or otherwise authorize a proxy or an abstention will have the same effect as an “against” vote.
 
 
A-1
 
 
DISCRETIONARY VOTING
 
Shares held in “street name” and held of record by banks, brokers or nominees may not for purposes of the Annual Meeting be voted by such banks, brokers or nominees unless the beneficial owners of such Shares provide them with instructions on how to vote.
 
REVOCATION OF PROXIES
 
Shareholders of KMM may revoke their proxies at any time prior to exercise by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy), by delivering a later-dated proxy by Internet, by telephone or by mail, or by delivering a written notice of revocation.  The delivery of a later-dated proxy which is properly completed will constitute a revocation of any earlier proxy.  The revocation may be delivered either to Western in care of InvestorCom, Inc. (“InvestorCom”) at the address set forth on the back cover of the Proxy Statement or to KMM’s Secretary c/o Deutsche Investment Management Americas Inc., One Beacon Street, Boston, Massachusetts, 02108 or to any other address provided by KMM.  Although a revocation is effective if delivered to KMM, Western requests that either the original or photostatic copies of all revocations be mailed to Western in care of InvestorCom at the address set forth on the back cover of the Proxy Statement so that Western will be aware of all revocations and can more accurately determine if and when proxies have been received from the holders of record on the record date of a majority of the outstanding Shares.  If you hold your Shares in street name, please check your voting instruction card or contact your bank, broker or nominee for instructions on how to change or revoke your vote.  Additionally, InvestorCom may use this information to contact shareholders who have revoked their proxies in order to solicit later-dated proxies for the election of the Nominees and approval of other proposals described herein.
 
SOLICITATION OF PROXIES
 
The solicitation of proxies pursuant to the Proxy Statement is being made by Western.  Proxies may be solicited by mail, facsimile, telephone, Internet, in person and by advertisements.
 
Western has entered into an agreement with InvestorCom for solicitation and advisory services in connection with this solicitation, for which InvestorCom will receive a fee not to exceed $40,000, together with reimbursement for its reasonable out-of-pocket expenses, and will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws.  InvestorCom will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders.  Western has requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record.  Western will reimburse these record holders for their reasonable out-of-pocket expenses in so doing.  It is anticipated that InvestorCom will employ approximately 30 persons to solicit KMM’s shareholders for the Annual Meeting.
 
The entire expense of soliciting proxies is being borne by Western.  Certain of the participants in this solicitation have separately agreed to reimburse Western on a pro rata basis for these expenses.  Because Western believes that KMM’s shareholders will benefit from this solicitation, Western intends to seek reimbursement from KMM, to the fullest extent permitted by law, of all expenses it incurs in connection with this solicitation.  Any such reimbursement actually received by Western will ultimately be borne by the shareholders of KMM.  Western does not intend to submit the question of such reimbursement to a vote of security holders of KMM unless otherwise required by law.  Costs of this solicitation of proxies are currently estimated to be approximately $150,000.  We estimate that through the date hereof, its expenses in connection with this solicitation are approximately $40,000.
  
 
A-2
 
 
SHAREHOLDER PROPOSALS
 
According to KMM’s proxy statement, KMM has established advanced notice requirements pursuant to its Amended and Restated Bylaws (the “Bylaws”) for the submission of shareholder proposals to be considered by shareholders at the 2017 annual meeting (the “2017 Annual Meeting”).  Pursuant to the advance notice provisions of the Bylaws, for nominations of individuals for election to the Board or other business to be properly brought before the 2017 Annual Meeting, shareholders must give timely notice in writing to the Secretary of KMM at Deutsche Investment Management Americas Inc., One Beacon Street, Boston, MA 02108.  To be timely, a shareholder’s notice shall set forth all information required pursuant to the advance notice requirements and shall be delivered to the Secretary of KMM not earlier than March 25, 2017 nor later than 5:00 p.m., Eastern Time, on April 24, 2017.  However, in the event that the date of the 2017 Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the 120th day prior to the date of such 2017 Annual Meeting and not later than 5:00 p.m., Eastern time, on the 90th day prior to the date of such 2017 Annual Meeting or, if the first public announcement of the date of such 2017 Annual Meeting is less than 100 days prior to the date of such 2017 Annual Meeting, the tenth day following the day on which public announcement of the date of such 2017 Annual Meeting is first made. The timely submission of a proposal, however, does not guarantee that it will be considered at the applicable annual meeting.
 
Shareholders wishing to submit proposals for inclusion in KMM’s proxy statement for the 2017 annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), should send such written proposal to the Secretary of KMM within a reasonable time before the solicitation of proxies for such meeting.  KMM will treat any such proposal received no later than April 24, 2017 as timely.  The timely submission of a proposal does not guarantee its inclusion in KMM’s proxy statement.
 
The information set forth above regarding the procedures for submitting shareholder nominations and proposals for consideration at the 2017 Annual Meeting is based on information contained in KMM’s proxy statement.  The incorporation of this information in the Proxy Statement should not be construed as an admission by us that such procedures are legal, valid or binding.
 
 
A-3
 
 
APPENDIX B

ADDITIONAL INFORMATION ABOUT THE NOMINEES

Western has nominated four (4) highly-qualified individuals as trustees at the Annual Meeting: Arthur D. Lipson, Robert Ferguson, Matthew S. Crouse and Neil R. Chelo.

As of the date hereof, the dollar range of equity securities of KMM beneficially owned by the Nominees and the aggregate dollar range of equity securities in all funds to be overseen by the Nominees, is as follows:
 
Name of Nominee
  
Dollar Range of Equity Securities in the Fund
  
Aggregate Dollar Range of Equity Securities in All Funds to be Overseen by the Nominee in Family of Investment Companies
Neil R. Chelo
  
None
  
None
Matthew S. Crouse
  
None
  
None
Robert S. Ferguson
  
Over $100,000
  
Over $100,000
Arthur D. Lipson
  
Over $100,000
  
Over $100,000
 
The Nominees do not currently oversee any portfolios in KMM’s Fund Complex, provided however, that each of the Nominees has been nominated for election as a trustee of Deutsche Strategic Income Trust (“KST”).  As of the close of business on August 22, 2016, Mr. Lipson directly owned 9,713 Shares and as the managing member of Western, may be deemed to beneficially own the 893,909 Shares beneficially owned by Western and its affiliates as of the close of business on August 22, 2016.  As of the close of business on August 22, 2016, Mr. Ferguson did not directly own any securities of KMM.  Mr. Ferguson, as a managing member of Benchmark Plus Management, LLC (“BPM”), may be deemed to beneficially own the 238,922 Shares beneficially owned by BPM and its affiliates as of August 22, 2016.  As of the close of business on August 22, 2016, Messrs. Crouse and Chelo did not own, beneficially or of record, any shares of capital stock of KMM and have not engaged in any transactions in securities of KMM during the past two (2) years.  Mr. Crouse is an employee of Western, which may be deemed to beneficially own 893,909 Shares as of August 22, 2016.  Mr. Chelo is an employee of BPM, which may be deemed to beneficially own 238,922 Shares as of August 22, 2016.  Each of our Nominees, as a member of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned in the aggregate by the other members of the group.  Each of our Nominees disclaims beneficial ownership of such Shares, except to the extent of his or her pecuniary interest therein.  For information regarding purchases and sales of securities of KMM during the past two (2) years by certain members of the Western Group, see Appendix D – Transactions in Securities of KMM During the Past Two Years (which is incorporated herein by reference).
 
None of the Nominees, nor their affiliates or any other related persons, has, during the past 5 years, held any position, including as an officer, employee, trustee or general partner, with (i) KMM, (ii) any investment company, or any person that would be an investment company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the Investment Company Act, having the same investment adviser, principal underwriter or Sponsoring Insurance Company (as such item is defined in the Investment Company Act) or under the control of such investment adviser, principal underwriter or Sponsoring Insurance Company, as KMM, (iii) KMM’s investment adviser, principal underwriter or Sponsoring Insurance Company or (iv) any person, directly or indirectly controlling, controlled by, or under common control of KMM’s investment adviser, principal underwriter, or Sponsoring Insurance Company.
 
 
B-1
 
 
Since the beginning of KMM’s last two completed fiscal years, no officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company of KMM, or of a person directly or indirectly controlling, controlled by, or under common control thereby, serves, or has served, on the board of directors of a company of which any of the Nominees is an officer.
 
Since the beginning of KMM’s last two completed fiscal years, none of the Nominees nor any of their associates was a party to any transaction, or series of similar transactions or is a party to any currently proposed transaction, or series of similar transactions, in which the amount involved exceeded or is to exceed $120,000, to which (i) KMM, (ii) any of its officers, (iii) any investment fund, or officer thereof, or any person, or officer thereof, that would be an investment fund but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the Investment Company Act, having the same investment adviser, principal underwriter or Sponsoring Insurance Company or under the control of such investment adviser, principal underwriter or Sponsoring Insurance Company, as KMM, (iv) KMM’s investment adviser, principal underwriter or Sponsoring Insurance Company, or officer thereof, or (v) any person, or officer thereof, directly or indirectly controlling, controlled by, or under common control of KMM’s investment adviser, principal underwriter, or Sponsoring Insurance Company, was or is to be a party.
 
None of the Nominees nor any of their Immediate Family Members (as such term is defined in the Investment Company Act) has or has had any direct or indirect interest, the value of which exceeded or is to exceed $120,000, during the past five years, in (i) KMM’s investment adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with KMM’s investment adviser, principal underwriter, or Sponsoring Insurance Company.
 
None of the Nominees nor any of their Immediate Family Members owns beneficially or of record any class of securities in (i) KMM’s investment adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with KMM’s investment adviser, principal underwriter, or Sponsoring Insurance Company.
 
None of the Nominees nor any of their Immediate Family Members has, or has had since the beginning of KMM’s last two completed fiscal years, or has currently proposed, any direct or indirect relationship, in which the amount involved exceeds $120,000, with any of the persons specified in paragraphs (b)(8)(i) through (b)(8)(viii) of Item 22 of Schedule 14A.
 
The principal business address of Messrs. Lipson and Crouse is c/o Western Investment LLC, P.O. Box 71279, Salt Lake City, Utah 84171.  The principal business address of Messrs. Ferguson and Chelo is c/o Benchmark Plus Management, L.L.C., 820 A Street, Suite 700, Tacoma, Washington 98402.

On April 18, 2016, the Nominees entered into a Joint Filing and Solicitation Agreement  (the “Joint Filing and Solicitation Agreement”) with the other members of the Western Group in which, among other things, (a) the Western Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of KMM and (b) the Western Group agreed to form the group for the purpose of soliciting proxies or written consents for the election of the Nominees at the 2016 Annual Meeting and for the 14a-8 Proposal and for the purpose of taking all other actions incidental to the foregoing.  On August 4, 2016, the Nominees entered into a Joinder Agreement (the “Joinder Agreement”) to the Joint Filing and Solicitation Agreement, pursuant to which Lynn D. Schultz agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of the participants of statements on Schedule 13D, and any amendments thereto, with respect to the securities of KMM.
 
 
B-2
 
 
The Western Group believes that each Nominee presently is, and if elected as a trustee of KMM, will be, an “independent director” within the meaning of (i) applicable New York Stock Exchange listing standards applicable to board composition, including Rule 303A.02, and (ii) Section 301 of the Sarbanes-Oxley Act of 2002, as amended.  No Nominee is a member of KMM’s compensation, nominating or audit committees that is not independent under any such committee’s applicable independence standards.

Other than as stated herein, there are no arrangements or understandings among members of the Western Group and any of our Nominees or any other person or persons pursuant to which the nomination of our Nominees described herein is to be made, other than the consent by each Nominee to be named in this Proxy Statement and to serve as a trustee of KMM, if elected as such at the Annual Meeting.  None of our Nominees is a party adverse to KMM, or any of its subsidiaries, or has a material interest adverse to KMM, or any of its subsidiaries, in any material pending legal proceeding.

We do not expect that any of our Nominees will be unable to stand for election, but, in the event that any Nominee is unable to serve or will not serve, the Shares represented by the enclosed GOLD proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Bylaws and applicable law.  In addition, we reserve the right to nominate substitute person(s) if KMM makes or announces any changes to the Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the Bylaws and applicable law.  In any such case, the Shares represented by the enclosed GOLD proxy card will be voted for such substitute nominee(s).  We reserve the right to nominate additional person(s), to the extent this is not prohibited under the Bylaws and applicable law, if KMM increases the size of the Board above its existing size or increases the number of trustees whose terms expire at the Annual Meeting.  Additional nominations made pursuant to the preceding sentence are without prejudice to the position of the Western Group that any attempt to increase the size of the current Board or to change the classifications of the Board would constitute an unlawful manipulation of KMM’s corporate machinery.
 
Each of the Nominees is a citizen of the United States of America.
 
The information provided above has been furnished to Western by the Nominees.
 
 
B-3
 
 
APPENDIX C
 
INFORMATION CONCERNING THE PARTICIPANTS
 
Western Investment LLC (“Western”), Western Investment Hedged Partners L.P. (“WIHP”), Western Investment Total Return Partners L.P. (“WITRP”), Benchmark Plus Institutional Partners, L.L.C. (“BPIP”), Benchmark Plus Management, L.L.C. (“BPM”), Arthur D. Lipson, Robert Ferguson, Lynn D. Schultz and the remaining Nominees (each a “Participant” and collectively, the “Participants”) formed a group in connection with this proxy solicitation and are deemed participants in this proxy solicitation.
 
As of the close of business on August 22, 2016, the Western Group collectively owned an aggregate of 1,142,644 Shares, constituting approximately 5.1% of the Shares outstanding.  As of the close of business on August 22, 2016, WIHP beneficially owned 530,709 Shares.  As of the close of business on August 22, 2016, WITRP beneficially owned 362,300 Shares.  As of the close of business on August 22, 2016, Western directly owned 900 Shares and as the general partner of each of WIHP and WITRP, may be deemed to beneficially own the 893,009 Shares owned in the aggregate by WIHP and WITRP.  As of the close of business on August 22, 2016, Mr. Lipson directly owned 9,713 Shares and as the managing member of Western, may be deemed to beneficially own the 893,909 Shares beneficially owned by Western, WIHP and WITRP.  As of the close of business on August 22, 2016, BPIP beneficially owned 238,922 Shares.  BPM, as the managing member of BPIP, may be deemed to beneficially own the 238,922 Shares owned by BPIP.  Mr. Ferguson, as a managing member of BPM, may be deemed to beneficially own the 238,922 Shares beneficially owned by BPIP.  As of the close of business on August 22, 2016, Ms. Schultz beneficially owned 100 Shares.  As of the close of business on August 22, 2016, neither of Messrs. Crouse or Chelo beneficially owned any Shares.  Each of the Participants, as a member of a “group” for purposes of Rule 13d-5(b)(1) of the Exchange Act may be deemed to beneficially own the Shares owned by the other members of the Western Group.  Each member of the Western Group specifically disclaims beneficial ownership of the Shares disclosed herein that he/she or it does not directly own, except to the extent of his/her or its pecuniary interest therein.
 
The Shares directly owned by each of WIHP, WITRP, Western and BPIP were purchased with working capital and the Shares directly owned by Mr. Lipson were purchased with personal funds (each of which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).  The Shares directly owned by Ms. Schultz were given to her as a gift from Western.  For information regarding purchases and sales of securities of KMM during the past two years by Participants, see Appendix D - Transactions in the Securities of KMM During the Past Two Years (which is incorporated herein by reference).
 
Members of the Western Group may, from time to time, enter into and dispose of additional cash-settled equity swap or other similar derivative transactions with one or more counterparties that are based upon the value of the Shares, which transactions may be significant in amount.  The profit, loss and/or return on such additional contracts may be wholly or partially dependent on the market value of the Shares, the relative value of such Shares in comparison to one or more other financial instruments, indexes or securities, a basket or group of securities in which such Shares may be included, or a combination of any of the foregoing.  Members of the Western Group may also, from time to time, enter into stock loan agreements with one or more counterparties in the ordinary course of business pursuant to which members of the Western Group may lend their Shares subject to recall at their discretion.
 
The principal business of Western is acting as the general partner of WIHP and WITRP.  The principal business of BPM is acting as the managing member of BPIP.  The principal business of each of WIHP, WITRP and BPIP is acquiring, holding and disposing of investments in various companies. The principal business of Mr. Lipson is acting as the managing member of Western.  The principal business of Mr. Ferguson is acting as a managing member of BPM.  The principal business of Ms. Schultz is working as a psychotherapist.  The principal business of Mr. Chelo is serving as Director of Research at BPM.  The principal business of Mr. Crouse is serving as Portfolio Manager at Western.
 
 
C-1
 
 
The address of the principal business and principal office of each of WIHP, WITRP, Western, Messrs. Lipson and Crouse and Ms. Schultz is c/o Western Investment LLC, P.O. Box 71279, Salt Lake City, Utah 84171.  The business address of each of BPIP, BPM and Messrs. Ferguson and Chelo is c/o Benchmark Plus Management, L.L.C., 820 A Street, Suite 700, Tacoma, Washington 98402.
 
On April 18, 2016, the Western Group entered into a Joint Filing and Solicitation Agreement  (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the Western Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of KMM and (b) the Western Group agreed to form the group for the purpose of soliciting proxies or written consents for the election of the Nominees at the 2016 Annual Meeting and for the 14a-8 Proposal and for the purpose of taking all other actions incidental to the foregoing.  On August 4, 2016, Ms. Schultz entered into a Joinder Agreement (the “Joinder Agreement”) to the Joint Filing and Solicitation Agreement, pursuant to which she agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each of the participants of statements on Schedule 13D, and any amendments thereto, with respect to the securities of KMM.
 
Western provides recommendations from time to time to BPIP with respect to purchases and sales of Shares, pursuant to an oral agreement between Western and BPIP.
 
Except as set forth in this Proxy Statement (including the Appendices hereto), (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of KMM; (iii) no Participant owns any securities of KMM which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities of KMM during the past two years; (v) no part of the purchase price or market value of the securities of KMM owned by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of KMM, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Participant owns beneficially, directly or indirectly, any securities of KMM; (viii) no Participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of KMM; (ix) no Participant or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of KMM’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which KMM or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his associates has any arrangement or understanding with any person with respect to any future employment by KMM or its affiliates, or with respect to any future transactions to which KMM or any of its affiliates will or may be a party; (xi) no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the  Annual Meeting; (xii) no Participant holds any positions or offices with KMM; (xiii) no Participant has a family relationship with any director, executive officer, or person nominated or chosen by KMM to become a director or executive officer and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years, is a parent, subsidiary or other affiliate of KMM.  There are no material proceedings to which any Participant or any of his associates is a party adverse to KMM or any of its subsidiaries or has a material interest adverse to KMM or any of its subsidiaries. With respect to each of the Participants, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past 10 years.
 
Except as set forth in this Proxy Statement there are no arrangements or understandings between any member of the Western Group and the Nominees or any other Participant in this solicitation.
 
 
C-2
 
 
APPENDIX D

TRANSACTIONS IN SECURITIES OF KMM
DURING THE PAST TWO YEARS

Nature of the Transaction
Amount of Securities
Purchased/(Sold)
Date of
Purchase/Sale
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
 
Purchase of Common Stock
1,800
  
06/29/15
Purchase of Common Stock
400
  
07/08/15
Purchase of Common Stock
3,000
  
07/09/15
Purchase of Common Stock
1,600
  
07/10/15
Purchase of Common Stock
2,600
  
07/13/15
Purchase of Common Stock
2,400
  
07/14/15
Purchase of Common Stock
3,100
  
07/24/15
Purchase of Common Stock
1,700
  
07/27/15
Purchase of Common Stock
100
  
07/28/15
Purchase of Common Stock
700
  
08/11/15
Purchase of Common Stock
6,500
  
11/30/15
Purchase of Common Stock
8,600
  
12/01/15
Purchase of Common Stock
6,500
  
12/02/15
Purchase of Common Stock
6,300
  
12/03/15
Purchase of Common Stock
9,400
  
12/04/15
Purchase of Common Stock
14,400
  
12/07/15
Purchase of Common Stock
14,000
  
12/08/15
Purchase of Common Stock
39,500
  
12/09/15
Purchase of Common Stock
23,400
  
12/10/15
Purchase of Common Stock
43,500
  
12/11/15
Purchase of Common Stock
26,000
  
12/14/15
Purchase of Common Stock
26,300
  
12/15/15
Purchase of Common Stock
7,500
  
12/16/15
Purchase of Common Stock
3,600
  
12/17/15
Purchase of Common Stock
25,400
  
12/18/15
Purchase of Common Stock
29,700
  
12/21/15
Purchase of Common Stock
19,500
  
12/22/15
Purchase of Common Stock
20,100
  
12/23/15
 
 
D-1
 
 
Purchase of Common Stock
23,300
  
12/24/15
Purchase of Common Stock
19,900
  
12/28/15
Purchase of Common Stock
17,400
  
12/29/15
Purchase of Common Stock
15,900
  
12/30/15
Purchase of Common Stock
9,800
  
12/31/15
Purchase of Common Stock
14,900
  
01/04/16
Purchase of Common Stock
10,900
  
01/05/16
Purchase of Common Stock
7,700
  
01/06/16
Purchase of Common Stock
18,400
  
01/07/16
Purchase of Common Stock
9,800
  
01/08/16
Purchase of Common Stock
48,700
  
01/11/16
Purchase of Common Stock
42,500
  
01/12/16
Purchase of Common Stock
15,800
  
01/13/16
Purchase of Common Stock
18,900
  
01/14/16
Purchase of Common Stock
17,200
  
01/15/16
Purchase of Common Stock
26,200
  
01/19/16
Sale of Common Stock
(28,400)
 
07/14/16
Sale of Common Stock
(11,400)
 
07/15/16
Sale of Common Stock
(19,500)
 
07/18/16
Sale of Common Stock
(2,400)
 
07/19/16
Sale of Common Stock
(991)
 
07/20/16
Sale of Common Stock
(3,600)
 
07/21/16
Purchase of Common Stock
100
 
07/25/16
Sale of Common Stock
(400)
 
07/25/16
Sale of Common Stock
(7,000)
 
07/28/16
Sale of Common Stock
(34,100)
 
07/29/16
Sale of Common Stock
(13,500)
 
08/01/16
Sale of Common Stock
(1,400)
 
08/02/16
Sale of Common Stock
(100)
 
08/03/16
Sale of Common Stock
(100)
 
08/05/16
Sale of Common Stock
(3,100)
 
08/10/16
Sale of Common Stock
(800)
 
08/11/16
Sale of Common Stock
(7,500)
 
08/12/16
 

 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
 
Purchase of Common Stock
900
  
06/29/15
Purchase of Common Stock
200
  
07/08/15
Purchase of Common Stock
1,500
  
07/09/15
Purchase of Common Stock
664
  
07/10/15
Purchase of Common Stock
1,200
  
07/13/15
Purchase of Common Stock
1,100
  
07/14/15
Purchase of Common Stock
900
  
07/24/15
Purchase of Common Stock
501
  
07/27/15
Purchase of Common Stock
400
  
08/11/15
Purchase of Common Stock
2,820
  
11/30/15
Purchase of Common Stock
2,417
  
12/01/15
Purchase of Common Stock
2,502
  
12/02/15
Purchase of Common Stock
1,787
  
12/03/15
Purchase of Common Stock
2,679
  
12/04/15
Purchase of Common Stock
4,003
  
12/07/15
Purchase of Common Stock
4,000
  
12/08/15
Purchase of Common Stock
11,094
  
12/09/15
Purchase of Common Stock
6,578
  
12/10/15
Purchase of Common Stock
12,288
  
12/11/15
Purchase of Common Stock
5,680
  
12/14/15
Purchase of Common Stock
5,680
  
12/15/15
Purchase of Common Stock
1,969
  
12/16/15
Purchase of Common Stock
1,000
  
12/17/15
Purchase of Common Stock
7,300
  
12/18/15
Purchase of Common Stock
8,485
  
12/21/15
 
 
D-2
 
 
Purchase of Common Stock
5,605
  
12/22/15
Purchase of Common Stock
5,671
  
12/23/15
Purchase of Common Stock
6,658
  
12/24/15
Purchase of Common Stock
5,558
  
12/28/15
Purchase of Common Stock
4,891
  
12/29/15
Purchase of Common Stock
4,463
  
12/30/15
Purchase of Common Stock
2,705
  
12/31/15
Purchase of Common Stock
4,259
  
01/04/16
Purchase of Common Stock
3,043
  
01/05/16
Purchase of Common Stock
2,209
  
01/06/16
Purchase of Common Stock
5,251
  
01/07/16
Purchase of Common Stock
2,747
  
01/08/16
Purchase of Common Stock
13,783
  
01/11/16
Purchase of Common Stock
12,009
  
01/12/16
Purchase of Common Stock
4,409
  
01/13/16
Purchase of Common Stock
5,275
  
01/14/16
Purchase of Common Stock
4,819
  
01/15/16
Purchase of Common Stock
7,380
  
01/19/16
Purchase of Common Stock
16,535
  
01/20/16
Purchase of Common Stock
5,853
  
01/21/16
Purchase of Common Stock
67,944
  
01/22/16
Purchase of Common Stock
4,221
  
01/25/16
Purchase of Common Stock
24,549
  
02/23/16
Purchase of Common Stock
11,029
  
02/24/16
Purchase of Common Stock
19,274
  
02/25/16
Purchase of Common Stock
15,998
  
02/26/16
Purchase of Common Stock
2,500
  
03/02/16
Purchase of Common Stock
14,741
  
03/03/16
Purchase of Common Stock
1,500
  
03/04/16
Purchase of Common Stock
386
  
03/16/16
Purchase of Common Stock
5,588
  
06/13/16
Purchase of Common Stock
5,330
  
06/14/16
Purchase of Common Stock
2,078
  
06/15/16
Purchase of Common Stock
6,000
  
06/16/16
Purchase of Common Stock
21,400
  
06/20/16
Purchase of Common Stock
2,532
  
06/21/16
Purchase of Common Stock
15,900
  
06/27/16
Purchase of Common Stock
22,340
  
06/29/16
Sale of Common Stock
(19,400)
  
07/14/16
Sale of Common Stock
(7,800)
  
07/15/16
Sale of Common Stock
(13,300)
  
07/18/16
Sale of Common Stock
(1,700)
  
07/19/16
Sale of Common Stock
(700)
  
07/20/16
Sale of Common Stock
(2,500)
  
07/21/16
Purchase of Common Stock
100
  
07/25/16
Sale of Common Stock
(300)
  
07/25/16
Sale of Common Stock
  (4,800)  
 07/28/16
Sale of Common Stock
(23,300)
  07/29/16
Sale of Common Stock
(9,200)
 
08/01/16
Sale of Common Stock
(1,000)
 
08/02/16
Sale of Common Stock
(100)
 
08/03/16
Sale of Common Stock
(80)
 
08/05/16
Sale of Common Stock
(2,100)
 
08/10/16
Sale of Common Stock
(500)
 
08/11/16
Sale of Common Stock
(5,100)
 
08/12/16
 

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
 
Purchase of Common Stock
1,700
  
12/14/15
Purchase of Common Stock
1,700
  
12/15/15
Purchase of Common Stock
500
  
12/16/15
 
 
D-3
 
 
Purchase of Common Stock
3,600
  
12/18/15
Purchase of Common Stock
4,200
  
12/21/15
Purchase of Common Stock
2,800
  
12/22/15
Purchase of Common Stock
2,900
  
12/23/15
Purchase of Common Stock
3,300
  
12/24/15
Purchase of Common Stock
1,700
  
12/30/15
Purchase of Common Stock
1,500
  
01/04/16
Purchase of Common Stock
1,000
  
01/05/16
Purchase of Common Stock
1,000
  
01/06/16
Purchase of Common Stock
2,000
  
01/07/16
Purchase of Common Stock
1,100
  
01/15/16
Purchase of Common Stock
3,000
  
01/20/16
Purchase of Common Stock
8,000
  
01/22/16
Purchase of Common Stock
1,200
  
01/25/16
Purchase of Common Stock
15,148
  
01/26/16
Purchase of Common Stock
14,983
  
01/27/16
Purchase of Common Stock
13,334
  
01/28/16
Purchase of Common Stock
14,300
  
01/29/16
Purchase of Common Stock
14,324
  
02/01/16
Purchase of Common Stock
1,985
  
02/02/16
Purchase of Common Stock
2,187
  
02/03/16
Purchase of Common Stock
4,165
  
02/04/16
Purchase of Common Stock
4,793
  
02/05/16
Purchase of Common Stock
19,284
  
02/08/16
Purchase of Common Stock
17,724
  
02/09/16
Purchase of Common Stock
11,854
  
02/10/16
Purchase of Common Stock
4,224
  
02/12/16
Purchase of Common Stock
1,796
  
02/16/16
Purchase of Common Stock
12,910
  
02/17/16
Purchase of Common Stock
15,101
  
02/18/16
Purchase of Common Stock
7,672
  
02/19/16
Purchase of Common Stock
55,036
  
02/22/16
Purchase of Common Stock
27,000
  
06/28/16
Sale of Common Stock
(12,793)
  
07/14/16
Sale of Common Stock
(5,051)
  
07/15/16
Sale of Common Stock
(8,813)
  
07/18/16
Sale of Common Stock
(1,100)
  
07/19/16
Sale of Common Stock
(1,677)
  
07/21/16
Sale of Common Stock
(148)
  
07/25/16
Sale of Common Stock
(3,215)
    07/28/16
Sale of Common Stock
(15,278)
   07/29/16
Sale of Common Stock
(6,100)
 
08/01/16
Sale of Common Stock
(600)
 
08/02/16
Sale of Common Stock
(1,514)
 
08/10/16
Sale of Common Stock
(409)
 
08/11/16
Sale of Common Stock
(3,400)
 
08/12/16

ARTHUR D. LIPSON
 
Purchase of Common Stock
3,700
  
06/30/16
Purchase of Common Stock
6,013
  
07/01/16
 
 
D-4
 
 
APPENDIX E
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
The following table is reprinted from KMM’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 18, 2016.
 
Share Ownership.  As of the Record Date, each Fund knows of no person who beneficially owns more than 5% of any of the outstanding shares of the Fund, except as follows:
 
                     
 
Fund Name and Class
 
  
Shareholder Name and
Address
 
Amount
of Shares
Owned
   
Percentage of
Shares  Owned
 
Deutsche Multi-Market Income Trust:
Common Shares
 
Saba Capital Management, L.P.(1) 405 Lexington Avenue, 58th New York, NY 10174
   
    
1,743,029
 
  
   
    
7.78
 
% 
Common Shares
 
First Trust Portfolios L.P.(2)
120 East Liberty Drive, Suite 400 Wheaton, IL 60187
   
1,401,313
  
   
6.27
% 
Common Shares
 
Western Investment, LLC(3)
P.O. Box 71279
Salt Lake City, UT 84171
   
1,025,693
  
   
4.58
% 
Deutsche Strategic Income Trust:
Common Shares
 
Saba Capital Management, L.P. (4) 405 Lexington Avenue, 58th New York, New York 10174
   
    
462,123
 
  
   
    
10.60
 
% 
Common Shares
 
Western Investment, LLC(5)
P.O. Box 71279
Salt Lake City, UT 84171
   
196,890
  
   
4.52
% 
 
(1)
This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KMM on February 11, 2016.
 
(2)
This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KMM on February 2, 2016.
 
(3)
This information, including the number of shares (but not the percent) is based exclusively on information provided by such entity on Schedule 13D/A filed with the SEC with respect to KMM on July 20, 2016. As members of a group for the purpose of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Western Investment, LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C. and Robert Ferguson may be deemed to beneficially own the 1,296,956 shares owned in the aggregate by the group constituting approximately 5.8% of KMM’s outstanding shares.
 
(4)
This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule 13G/A filed with the SEC with respect to KST on February 22, 2016.
 
(5)
This information, including the number of shares (but not the percent) is based exclusively on information provided by such entity on Schedule 13D/A filed with the SEC with respect to KST on July 20, 2016. As members of a group for the purpose of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Western Investment, LLC, Western Investment Hedged Partners L.P., Western Investment Total Return Partners L.P., Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Management, L.L.C. and Robert Ferguson may be deemed to beneficially own the 258,315 shares owned in the aggregate by the group constituting approximately 5.9% of KMM’s outstanding shares.
 
Collectively, for each Fund, the Board Members and executive officers of the Fund own less than 1% of such 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.
 
 
E-1
 
 
IMPORTANT
 
Tell your Board what you think!  Your vote is important.  No matter how many Shares you own, please give Western your proxy FOR the election of Western’s Nominees and FOR the stockholder proposal by voting your Shares by telephone or Internet as described in the enclosed GOLD proxy card or by signing and dating the enclosed GOLD proxy card, and returning it in the postage-paid envelope provided.
 
If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions.  Accordingly, please contact the person responsible for your account and instruct that person to execute the GOLD proxy card.  In addition, if you hold your Shares in a brokerage or bank account, your broker or bank may allow you to provide your voting instructions by telephone or Internet.  Please consult the materials you receive from your broker or bank prior to authorizing a proxy by telephone or Internet.  Western urges you to confirm in writing your instructions to Western in care of InvestorCom, Inc. at the address provided below so that Western will be aware of all instructions given and can attempt to ensure that such instructions are followed.
 
If you have any questions or require any additional information concerning this Proxy Statement, please contact InvestorCom at the address and telephone numbers set forth below:
 

 
 
If you have any questions, require assistance in voting your GOLD proxy card,
or need additional copies of Western’s proxy materials,
please contact InvestorCom at the phone numbers listed below.


65 Locust Avenue, Suite 302
New Canaan, CT  06840
Shareholders call toll free at (877) 972-0090
Banks and Brokers may call collect at (203) 972-9300
 

 
 
 
 
 
GOLD PROXY CARD

 
DEUTSCHE MULTI-MARKET INCOME TRUST
 
2016 ANNUAL MEETING OF SHAREHOLDERS
 
THIS PROXY IS SOLICITED ON BEHALF OF WESTERN INVESTMENT LLC (“WESTERN”) AND THE OTHER PARTICIPANTS NAMED IN THIS PROXY SOLICITATION (COLLECTIVELY, THE “WESTERN GROUP”)
 
THE BOARD OF TRUSTEES OF DEUTSCHE MULTI-MARKET INCOME TRUST
IS NOT SOLICITING THIS PROXY

 
P          R          O          X          Y
 
The undersigned appoints Arthur D. Lipson attorney and agent with full power of substitution to vote all shares of common stock (the “Shares”) of Deutsche Multi-Market Income Trust (“KMM”), which the undersigned would be entitled to vote if personally present at the 2016 Annual Meeting of Shareholders of KMM to be held at 9:30 a.m. Eastern time, on September 30, 2016 at the offices of Deutsche Investment Management Americas Inc., 345 Park Avenue, New York, New York 10154 (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).
  
The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the Shares of KMM held by the undersigned, and hereby ratifies and confirms all action the herein named attorney and proxy, his substitutes, or any of them may lawfully take by virtue hereof.  If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorney and proxy or his substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to the Western Group at a reasonable time before this solicitation.
 
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1 AND “FOR” PROPOSAL 2.
 
This Proxy will be valid until the completion of the Annual Meeting.  This Proxy will only be valid in connection with the Western Group’s solicitation of proxies for the Annual Meeting.
 
IMPORTANT:  PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
 
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
 
 
 
 
 
GOLD PROXY CARD
 
 
[X] Please mark vote as in this example
 
THE WESTERN GROUP STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” OUR NOMINEES LISTED BELOW IN PROPOSAL 1 AND “FOR” PROPOSAL 2.
 
1.
The Western Group’s proposal to elect Arthur D. Lipson, Robert Ferguson, Matthew S. Crouse and Neil R. Chelo as trustees of KMM.
 
 
FOR ALL NOMINEES
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW
 
Nominees:
 
Arthur D. Lipson
Robert Ferguson
Matthew S. Crouse
Neil R. Chelo
 
[          ]
[          ]
[          ]
 
________________
________________
________________

Western does not expect that any of the Nominees will be unable to stand for election, but, in the event that any Nominee is unable to serve or for good cause will not serve, the Shares represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under KMM’s bylaws and applicable law.  In addition, Western has reserved the right to nominate substitute person(s) if KMM makes or announces any changes to its bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any Nominee, to the extent this is not prohibited under the bylaws and applicable law.  In any such case, Shares represented by this proxy card will be voted for such substitute nominee(s).
 
Western intends to use this proxy to vote “FOR” Messrs. Lipson, Ferguson, Crouse and Chelo.  There is no assurance that any of the candidates who have been nominated by KMM will serve as trustees if our nominees are elected.
 
Note: If you do not wish for your Shares to be voted “FOR” a particular nominee, mark the “FOR ALL NOMINEES EXCEPT” box and write the name(s) of the nominee(s) you do not support on the line below.  Your Shares will be voted for the remaining nominee(s).
 
_______________________________________
 
 
 
 
 
GOLD PROXY CARD
 
 
2.           Western’s  proposal to declassify the Board of Trustees.
 
 
o FOR
  
o AGAINST
  
o ABSTAIN


DATED:  ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.  EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.  PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
 

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1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019
TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222
 
EMAIL:  AFINERMAN@OLSHANLAW.COM
DIRECT DIAL:  212.451.2289
 
August 23, 2016
 
VIA EDGAR AND ELECTRONIC MAIL
 
Alison T. White, Esq.
Senior Counsel
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
 
 
Re:
Deutsche Multi-Market Income Trust (“KMM”)
 
Preliminary Proxy Statement on Schedule 14A
Filed on August 2, 2016 by Western Investment LLC, et al. (the “KMM Proxy Statement”)
File No. 811-05689
 
Deutsche Strategic Income Trust (“KST”)
Preliminary Proxy Statement on Schedule 14A
Filed on August 2, 2016 by Western Investment LLC, et al. (the “KST Proxy Statement” and together with the KMM Proxy Statement, the “Proxy Statements”)
File No. 811-08382

Dear Ms. White:
 
We acknowledge receipt of the comments of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or “SEC”), delivered via electronic mail and telephone on August 11, 2016 (the “Staff Correspondence”) with regard to the above-referenced matters.  We have reviewed the Staff Correspondence with our client, Western Investment LLC (“Western Investment”), and the other participants in the solicitation (collectively, “Western”), and provide the following responses on Western’s behalf.  For ease of reference, the comments in the Staff Correspondence are reproduced in italicized form below.  Terms that are not otherwise defined have the meanings ascribed to them in the respective Proxy Statement.
 
Proxy Statements
 
Cover Page to KMM Proxy Statement
 
1.
Please remove the following statement: “Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.”
 
Western acknowledges the Staff’s comment and has revised the KMM Proxy Statement to remove the statement above.  Please see the cover page of the KMM Proxy Statement.
 
   
   
O L S H A N   F R O M E   W O L O S K Y   L L P
WWW.OLSHANLAW.COM
 
 
 
 
 
August 23, 2016
Page 2
 
Introductory Statement, page 1
 
2.
In the first paragraph, please add numbers in front of each reason why Western is writing to shareholders.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to add numbers before each such reason.  Please see page 1 of the Proxy Statements.
 
Reasons for Our Solicitation, page 4-7
 
3.
On a supplemental basis, please explain what you mean by Deutsche Bank’s “weak performance.”
 
Western acknowledges the Staff’s comment.  On a supplemental basis, Western is referencing the weak financial performance of Deutsche Bank as widely reported on by various news sources recently.  For example, please see the following news articles: http://www.bbc.com/news/business-36723034 and http://www.bloomberg.com/news/articles/2016-07-27/deutsche-bank-profit-slides-on-overhaul-charges-trading-slump.
  
4.
Please clarify that the SEC did not reject the no-action requests, but rather was unable to concur with the funds’ arguments for exclusion.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to clarify that the SEC was unable to concur with the funds’ views that the proposals may be excluded from their proxy materials.  Please see page 5 of the Proxy Statements.
 
5.
Please clarify that the 2010 proposal to declassify the DHG board received 68% of the vote that was present at the meeting, not the shares outstanding.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to clarify that the proposal to declassify the DHG board received approximately 68% of the votes that were cast at the meeting.  Please see page 6 of the Proxy Statements.
 
6.
Please clarify whether Western’s nominees, if elected, would receive compensation and would therefore be beholden to DIM.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to clarify that Western’s nominees, if elected, would be entitled to compensation from DIM with respect to their service on the KMM and KST boards, however, since they would not also sit on the boards of the other 101 Deutsche-managed funds, they would not be beholden to DIM as Western believes the incumbent trustees are.  Please see pages 6-7 of the Proxy Statements.
 
Background to the Solicitation, pages 8-9
 
7.
On a supplemental basis, please provide support for each of these statements.
 
Western acknowledges the Staff’s comment.  Below we provide support for each of these statements on a supplemental basis:
 
 
 
 
August 23, 2016
Page 3
 
 
a.
Western and its affiliates are long-term investors and have invested in KMM and other Deutsche-managed funds since 1997.
 
On a supplemental basis, it is true that Western is a long-term investor in KMM and KST.  Western Investment’s affiliate, Western Investment Total Return Partners L.P., made its first investment in KMM by purchasing 100 shares of Common Stock on February 7, 1997.  Another affiliate of Western Investment, Western Investment Hedged Partners L.P., made its first investment in KMM by purchasing 4,000 shares of Common Stock on December 30, 1999.  Western Investment’s affiliate Western Investment Hedged Partners L.P. initially invested in KST by purchasing 100 shares of Common Stock on June 20, 2002.  We have revised the KST Proxy Statement to correct the year referenced.  Please see page 1 and page 8 of the KST Proxy Statement.
 
 
b.
In 2008 and 2010, Western ran proxy contests at several Deutsche-managed closed-end investment funds.  Western’s platform highlighted that (i) DIM was unfit to manage any other closed-end fund, (ii) had a history of disregarding best practice corporate governance recommendations and (iii) that the board was too beholden to Deutsche due to the lucrative compensation arrangements.  DHG held its 2010 annual meeting on May 24, 2010 and while there were sufficient shareholders to constitute a quorum, DHG, however, stated that none of the nominees received a sufficient number of votes to be elected to the board and therefore the incumbent slate continued as trustees.  In order to have a quorum, DHG needed merely 30% of the shares present in person or by proxy, however, the vote required to elect a nominee was the affirmative vote of a majority of the shares outstanding.  This was a near-impossible standard to meet and in Western’s opinion was designed to ensure that contested elections failed.  Western’s shareholder proposal to declassify the DHG board passed with 68% of the vote but the board never implemented it.
 
On a supplemental basis, the information set forth in the first three sentences and the last sentence in the statement above are available in the various proxy statements and other reports publicly-filed with the SEC on EDGAR by Western and the Deutsche-managed closed-end investment funds referenced in the statement above.  With respect to the fourth sentence in the statement above, Western believes that the majority of outstanding shares standard for the election of trustees is a near-impossible standard.  For further discussion, please see Western’s responses in Items 12(j) and 12(k) below.  Western has revised the Proxy Statements to clarify the last sentence above and ensure that it is consistent with the revised statement referenced in Item 5 above.
 
 
c.
On October 4, 2010, Western entered into a Settlement Agreement with DIM (the “2010 Settlement Agreement”), pursuant to which DIM agreed to cause certain funds to take certain actions, including a tender offer, a share repurchase program, a merger of certain Deutsche funds and changes to their investment objectives.  Included in the Settlement Agreement were certain standstill restrictions (the “Standstill”) which restricted certain actions by Western for the next five years.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, the 2010 Settlement Agreement was filed with the SEC as Exhibit 99.1 to Western’s Schedule 13D/A with respect to Deutsche High Income Opportunities Fund, Inc. (DHG), filed on October 4, 2010.
 
 
d.
On October 31, 2015 the restrictions imposed by the Standstill expired and Western was able to again fight for shareholder-friendly changes at KMM and other Deutsche-managed funds.
 
 
 
 
August 23, 2016
Page 4
 
On a supplemental basis, the “Release Date” (which was the date Western was released from the restrictions in the Standstill) is defined in Section 2(c) of the 2010 Settlement Agreement as October 31, 2015.  Following its release from the restrictions in the Standstill, Western was permitted to continue to seek changes to increase performance at the funds (i.e., narrowing of the excessive discounts to NAV) and accountability by the Boards to the shareholders at each of the funds, which it views as shareholder-friendly changes.
 
 
e.
Following October 31, 2015, Western engaged in various discussions with KMM, its management and its Board because Western was disappointed to find that once it had been silenced under the Standstill, Deutsche went back to its old ways of permitting excessive discounts of NAVs to exist and restricting accountability to shareholders.
 
On a supplemental basis, with respect to the fact that Western engaged in various discussions following October 31, 2015, Arthur D. Lipson met with President and Chief Executive Officer of KMM and KST, Brian Binder in New York City on June 22, 2016 and in addition to this meeting, Mr. Lipson and Mr. Binder had multiple telephone calls prior to and following this in-person meeting.  Subsequent to those telephone calls, Mr. Lipson has left voicemails on Mr. Binder’s telephone four different times, including on August 10, 2016.  With respect to the remainder of the above statement, following Western’s entry into the 2010 Settlement Agreement, certain Deutsche-managed funds continued to trade with excessive discounts to NAV and Deutsche took no steps to increase accountability to shareholders.
 
 
f.
On February 26, 2016, the KHI Board announced that it would terminate KHI, by the making of a liquidating distribution, by November 30, 2016.
 
On a supplemental basis, KHI issued a press release on February 26, 2016, announcing the termination of the fund.  Please see the press release by clicking the following link on the KHI website: https://fundsus.deutscheam.com/EN/docs/about-us/press-releases/Press_Release_KHI_Announcement_of_Shareholder_Meeting_2-26-16.pdf.  On July 13, KHI announced that the liquidating distribution is expected to be made on or about November 11, 2016.  Please see the press release by clicking the following link: https://fundsus.deutscheam.com/EN/docs/about-us/press-releases/Press_Release_KHI_Liquidation_7-13-16.pdf.  We have clarified certain references in the Proxy Statements to refer to the November 11, 2016 liquidation date.
  
 
g.
On April 18, 2016, pursuant to KMM’s Bylaws, Western delivered a letter to KMM (the “Nomination Letter”) nominating Arthur D. Lipson, Robert S. Ferguson, Matthew S. Crouse and Neil R. Chelo, for election to the Board at the Annual Meeting of stockholders and stating that Western intends to deliver a proxy statement and form of proxy to KMM’s shareholders and solicit proxies in support of the Nominees.  Also, on April 18, 2016 Western submitted to KMM a proposal and supporting statement, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to take the necessary steps to declassify the Board so that all trustees are elected on an annual basis (the “Western Proposal”).
 
On a supplemental basis, the information above and the similar information in the KST Proxy Statement is accurate and KMM and KST can confirm this information.  Western filed amendments to its Schedule 13D for KMM and KST disclosing such actions, on April 19, 2016.
 
 
h.
Subsequent to the submission of the Nomination Letter, Mr. Lipson spoke with KMM President and Chief Executive Officer, Brian Binder, several times, in an attempt to settle the matter without a proxy contest. These discussions were unsuccessful.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, please see the response in Item 7(e) above.
 
 
 
 
August 23, 2016
Page 5
 
 
i.
On May 27, 2016, KMM submitted to the SEC a no-action request letter (the “Initial No-Action Request”), requesting that the SEC permit KMM to exclude the Western Proposal entirely pursuant to Rule 14a-8(i)(3) and Rule 14a-9 under the Exchange Act.  On June 24, 2016, the SEC rejected KMM’s request thereby permitting the Proposal, stating that it was “unable to concur in [KMM’s] view that [KMM] may exclude the Western Proposal” and that it was “unable to conclude that [KMM has] demonstrated objectively that the portions of the supporting statement [KMM] reference[s] are materially false or misleading in violation of Rule 14a-9.”
 
On a supplemental basis, Western confirms that the information above is accurate and the similar information in the KST Proxy Statement is accurate.  Western has revised the second sentence in the statement above to make it consistent with the response to Item 4 above.  Please see page 9 of the Proxy Statements.
 
 
j.
One June 22, 2016, Mr. Lipson flew from Salt Lake City, Utah to New York City to meet with Mr. Binder to again discuss a settlement to avoid a proxy contest.  Again, this discussion was unsuccessful.
 
Western has revised the Proxy Statements to clarify that Mr. Lipson met with Mr. Binder on June 22, 2016 in New York City.  Please see page 9 of the Proxy Statements.  Western confirms that otherwise the information above is accurate and KMM and KST can confirm this information.
 
 
k.
On July 1, 2016, KMM shockingly submitted to the SEC a second no-action request letter (the “Second No-Action Request”) again seeking to limit the Western Proposal.  On July 27, 2016, the SEC again rejected KMM’s request, permitting the Western Proposal in its entirety and without revision.
 
On a supplemental basis, Western confirms that the information above is accurate.  Western has revised the second sentence in the statement above to make it consistent with the response to Item 4 above.  Please see pages 8-9 of the Proxy Statements.
 
 
l.
On July 13, 2016, the KMM Board announced that it would terminate KMM, by the making of a liquidating distribution, by December 31, 2018.
 
On a supplemental basis, KMM and KST issued a joint press release on July 13, 2016, announcing the termination of the two funds.  Please see the press release by clicking the following link on the Deutsche website: https://fundsus.deutscheam.com/EN/docs/about-us/press-releases/Press_Release_Closed-End_Funds_Annual_Meeting_Agenda_7-13-16.pdf.
  
 
m.
On July 19, 2016, Western issued a press release announcing that it had submitted the Rule 14a-8 proposal to declassify the Board, to express its dismay that KMM has wasted shareholder assets in multiple failed efforts to seek to block or change the proposals and or accompanying statements, but that Western is pleased that the SEC has rejected such efforts by KMM.  Western filed the press release with the SEC under Schedule 14A.
 
On a supplemental basis, Western issued the press release on July 19, 2016 and filed it with the SEC under Schedule 14A on July 20, 2016.
 
 
n.
On July 29, 2016, Western issued a press release highlighting Deutsche Bank’s severe financial deterioration and asking investors to consider what impact that might have on DIM’s ability to manage the KMM portfolio.  Western filed the press release with the SEC under Schedule 14A.
 
 
 
 
August 23, 2016
Page 6
 
On a supplemental basis, Western issued the press release on July 29, 2016 and filed it with the SEC under Schedule 14A on July 29, 2016.  As set forth in the press release and the Reasons for Our Solicitation section of the Proxy Statements, Western believes that Deutsche Bank’s poor financial stability and its expectation of further cost-cutting may have a negative impact on DIM’s ability to manage its funds, including KMM and KST.
 
Proposal No. 1, pages 10-11
 
8.
Please revise the information in the Proxy Statements so that it is in table format pursuant to Rule 22(b)(1) of Schedule 14A.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to include the information referenced above in table format.  Please see page 11 of the Proxy Statements.
 
Proposal No. 2, pages 12-13
 
9.
Please clarify that you are referring to the former director of the SEC’s Division of Investment Management.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to clarify that the statement is referencing the then-current (now former) director of the SEC’s Division of Investment Management, Andrew J. Donahue, in a speech made on November 12, 2009.  Please see page 12 of the Proxy Statements.
 
Appendix A
 
10.
Please clarify that any reimbursement that it is received by Western from the fund for its solicitation will ultimately be borne by that fund’s shareholders.
 
Western acknowledges the Staff’s comment and has revised the Proxy Statements to clarify that any reimbursement received by Western from the funds will ultimately be borne by such fund’s shareholders.  Please see page A-2 of the Proxy Statements.
 
Factual Support for the Proxy Statements
 
11.
Factual assertions are made throughout the proxy statement. Please provide us with the supporting materials for these statements of fact to the extent they are not already cited in your proxy statement. Please provide an annotated version of the proxy materials that includes a supporting reference for each assertion. Appropriate supporting materials may include cites to publicly-filed periodic reports, copies of newspaper articles, court papers, or other appropriate documentation. For example, the following non-exhaustive list of factual assertions should be specifically supported or deleted:
 
Below is an annotated version of each of the statements the Staff references in its Staff Correspondence, which provides support for each such statement.
 
 
a.
in 2008 and 2010 we engaged in proxy campaigns at several Deutsche-managed closed-end funds and we beat Deutsche badly in those contests, forcing them to open-end two funds and conduct a 25% tender offer in two others;
 
 
 
 
August 23, 2016
Page 7
 
Western acknowledges the Staff’s comment.  On a supplemental basis, as set forth in the 2010 Settlement Agreement, (i) DRP was merged into another open-end Deutsche-managed fund and GCS was open-ended on August 23, 2010 and (ii) both DHG and LBF commenced a self-tender for up to 25% of their outstanding common shares at a price equal to 99% of their NAV.  The results from these contests, which shows that Western beat Deutsche badly, are set forth and discussed in Item 12(j) below.  Western believes that these voting results and the resulting shareholder friendly actions the funds took provide reasonable support for the above statement.
 
 
b.
All of Deutsche’s taxable closed-end fixed income funds have been or are scheduled to be liquidated or converted to an open-ended fund.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, Deutsche initially managed the following nine domestic taxable closed-end funds (also set forth below is what happened to those funds):
 
Deutsche-Managed Fund
Event
1. DWS RREEF Real Estate Fund, Inc. (SRQ)
Liquidated on June 11, 2010
2. DWS RREEP Real Estate Fund II, Inc. (SRQ)
Liquidated on June 11, 2010
3. DWS Enhanced Commodity Strategy Fund, Inc. (GCS)
Open-ended effective August 23, 2010
4. Deutsche Global High Income Fund, Inc. (LBF)
Board approved liquidation by September 30, 2017
5. Deutsche High Income Opportunities Fund, Inc.  (DHG)
Board approved liquidation by March 30, 2018
6. Deutsche High Income Trust (KHI)
Board approved liquidation by November 30, 2016
7. Deutsche Multi-Market Income Trust (KMM)
Board approved liquidation by December 31, 2018
8. Deutsche Strategic Income Trust (KST)
Board approved liquidation by December 31, 2018
9. DWS RREEF World Real Estate Fund, Inc. (DRP)
Open-ended effective February 25, 2011

Western has revised the Proxy Statements to correct references to “seven” domestic taxable closed-end funds managed by Deutsche to make such references “nine.”
 
 
c.
According to various news sources, Deutsche Bank AG (“Deutsche Bank”), the parent of DIM, KMM’s investment manager, is undergoing a major restructuring and is suffering financially. It has been reported that the International Monetary Fund (IMF) now considers Deutsche Bank to be the “world’s most dangerous bank” due to its precarious financial situation. The reports indicated that cost-cutting efforts by Deutsche Bank may intensify and that more jobs may need to be cut.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, this information was taken from the news articles referenced in Item 3 above.
 
 
d.
KMM’s discount has consistently been deeper than its peers and its largest discount in the past five years, on September 29, 2015, was an abysmal 17.76%. KMM has traded at a discount every day since October 3, 2013 and in calendar 2015, the average discount was 13.64%
 
Western acknowledges the Staff’s comment.  On a supplemental basis, the information in the statement above is based on information available on Bloomberg as of the dates referenced.  With respect to KMM’s and KST’s discounts being deeper than their peers, according to KMM’s most recent Annual Report filed with the SEC on February 5, 2016, it disclosed that “The fund began the period trading at a 10.2% discount to net asset value, and it finished the period at a 17.0% discount. The fund’s peer group averaged a 6.8% discount at the beginning of the period, and finished the period at a 11.7% discount.”  In KST’s most recent Annual Report filed with the SEC on February 5, 2016, it disclosed that “The fund began the period trading at a 12.4% discount to net asset value, and it finished the period at a 16.8% discount. The fund’s peer group averaged a 6.8% discount at the beginning of the period, and finished the period at a 11.7% discount.”  This provides reasonable factual support for the above statement.
 
 
 
 
August 23, 2016
Page 8
 
 
e.
DIM has overseen significant losses in KMM and many other of its taxable fixed income funds. For the period starting April 19, 2013 and ending July 29, 2016, KMM’s share price has plummeted from $11.97 to $8.60, which constitutes a -28.15% return (-8.67% with dividends reinvested). Due to shareholder pressures, all Deutsche-managed taxable fixed income funds have, or are scheduled to be, liquidated or converted into open-end funds.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, the Deutsche-managed domestic taxable closed-end funds are listed in Item 11(b) above.  The information referenced above is based on information available on Bloomberg as of the dates referenced.  Western has put significant pressure on various Deutsche-managed funds and other shareholders have put significant pressure on others.  As a result of this pressure, all of Deutsche’s domestic taxable closed-end funds have or are scheduled to be liquidated or converted into an open-end fund, as further discussed in Item 11(b) above.
 
 
f.
Annual elections are the standard for corporate governance best practices and are recommended by leading proxy advisors, Institutional Shareholder Services (ISS) and Glass Lewis.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, according to ISS’s 2016 proxy voting guidelines, it recommends a vote against proposals to classify or stagger the board and to vote for proposals to repeal classified boards and to elect all directors annually.  Please see page 19 of the ISS proxy voting guidelines, which can be found by clicking the following link: https://www.issgovernance.com/file/policy/2016-us-summary-voting-guidelines-dec-2015.pdf.  According to Glass Lewis’ 2016 proxy voting guidelines, it “favors the repeal of staggered boards and the annual election of directors” because it believes “staggered boards are less accountable to shareholders than boards that are elected annually”.  Please see page 20 of the Glass Lewis proxy voting guidelines, which can be found by clicking the following link: http://www.glasslewis.com/wp-content/uploads/2016/01/2016_Guidelines_United_States.pdf.
  
Statements of Opinion in the Proxy Statements
 
12.
Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the soliciting materials or provided to the staff on a supplemental basis. In this regard we note the following non-exhaustive examples:
 
 
a.
The Board continues to show that they simply do not understand the rights of shareholders nor have the merest notion of fiduciary responsibility.
 
Western acknowledges the Staff’s comment and has revised the above statement in the Proxy Statement to read: “In our view, the Board continues to show that they simply do not understand the rights of shareholders nor have the merest notion of fiduciary responsibility.”  Please see the page 1 of the Proxy Statements.
 
 
 
 
August 23, 2016
Page 9
 
 
b.
We believe Deutsche and the Board are unfit to manage these funds and as a result of their years of incompetence they have lost or will soon lose all seven taxable closed-end fixed income funds they once managed.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, please see the response to Item 11(b) above.  As explicitly stated in the sentence above, Western believes that as a result of this and the many other factors disclosed in the Reasons for Our Solicitation section of the Proxy Statements, Deutsche and the current boards are unfit to manage the funds.  See the discussion in Item 11(b) regarding the domestic taxable closed-end funds that Deutsche will lose.  Western has revised the above statement to change the reference to “seven” domestic taxable closed-end funds to “nine.”  See page 1 of the Proxy Statements.
 
 
c.
We believe KKM shareholders should be treated the same way as KHI and that the Board, consistent with its fiduciary duties, should terminate KMM by Nov. 30, 2016.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, the KHI board announced on February 26, 2016 that it would terminate the fund by November 30, 2016 (and later accelerated this to occur on or about November 11, 2016).  By contrast, KMM and KST announced that they would be terminated by December 31, 2018.  As explicitly stated in the sentence above, Western believes the KMM and KST shareholders should be treated the same way as KHI shareholders.
 
 
d.
THE BOARD OF TRUSTEES HAS FAILED TO ACT IN THE BEST INTEREST OF SHAREHOLDERS
 
Western acknowledges the Staff’s comment and has revised the above statement in the Proxy Statement to read: “WE BELIEVE THE BOARD OF TRUSTEES HAS FAILED TO ACT IN THE BEST INTEREST OF SHAREHOLDERS.”  Please see page 4 of the Proxy Statements.
 
 
e.
Deutsche and KMM have a long history of poor governance and lack of accountability to shareholders
 
Western acknowledges the Staff’s comment and has revised the above statement in the Proxy Statement to read: “In our view, Deutsche and KMM have a long history of poor governance and lack of accountability to shareholders.”  Please see page 4 of the Proxy Statements.
 
 
f.
We have lost all confidence in Deutsche and the Board and we believe they are unfit to manage KMM.
 
Western acknowledges the Staff’s comment.  The statement referenced above is qualified as to clearly reflect the fact that this is Western’s belief.  On a supplemental basis, due to the funds’ poor performance, the board members’ likely conflicts as a result of serving on 103 Deutsche-managed boards and Deutsche’s history of seeking to silence dissenting shareholders, preventing shareholders’ voices from being heard, failing to implement shareholder proposals passed by a shareholder vote, each as outlined in the Reasons for Our Solicitation section of the Proxy Statement, Western believes this makes Deutsche and the Board unfit to manage KMM or KST.
  
 
g.
All of the same board members recently determined to terminate KHI, and unlike KMM they are doing it by November 30, 2016.  Please confirm that the boards of KMM and KHI are identical, and that there are no additional board members or different board members to the funds. If so, revise or delete.
 
 
 
 
August 23, 2016
Page 10
 
Western acknowledges the Staff’s comment.  On a supplemental basis, based on the most recent publicly-available information, the members of the KHI board are identical as the members of the KMM and KST boards, as shown in the table below:
 
KHI Joint Definitive Proxy Statement filed with the SEC on August 14, 2015
KMM and KST Joint Preliminary Proxy Statement filed with the SEC on July 29, 2016
Dawn-Marie Driscoll
Dawn-Marie Driscoll
Keith R. Fox, CFA
Keith R. Fox, CFA
Richard J. Herring
Richard J. Herring
William N. Searcy, Jr.
William N. Searcy, Jr.
Paul K. Freeman
Paul K. Freeman
William McClayton
William McClayton
Henry P. Becton, Jr.
Henry P. Becton, Jr.
Jean Gleason Stromberg
Jean Gleason Stromberg
John W. Ballantine
John W. Ballantine
Kenneth C. Froewiss
Kenneth C. Froewiss
Rebecca W. Rimel
Rebecca W. Rimel

 
h.
Western is concerned that Deutsche Bank’s weak performance (specify how performance was weak).
 
Western acknowledges the Staff’s comment.  Please see Western’s response in Item 3 above.
 
 
i.
If the “troubles” plaguing Deutsche Bank, please specify these troubles.
 
Western acknowledges the Staff’s comment.  Please see Western’s response in Item 3 above.  The “troubles” referenced in the statement above are Deutsche Bank’s financial issues as widely reported recently in various news sources.
 
 
j.
DIM and the closed-end funds that it manages have a long history of working to undermine and silence dissident shareholders, erecting significant roadblocks for shareholders to take action, and even ignoring the clear will of shareholders who vote at annual meetings.
 
Western acknowledges the Staff’s comment.  On a supplemental basis, DIM and the closed-end funds that it manages have a history of doing the shareholder-unfriendly things that are referenced in the statement above.  For instance, it adopted a majority of outstanding shares standard for the election of trustees, a near-impossible standard to achieve in any contested election in order to ensure that in any contested election, no nominee would receive the requisite votes and therefore the incumbent trustees would win by default.  For example, at the 2010 annual meeting of DWS RREEF World Real Estate Fund, Inc. (f/k/a DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.) (“DRP”), Western’s nominees received approximately 69% of the votes cast at the meeting, however, this only constituted approximately 29% of the total shares outstanding (holders of less than 45% of the outstanding common shares were present at the meeting).  At the 2008 annual meeting of DWS Enhanced Commodity Strategy Fund, Inc. (“GCS”), Western’s nominees received approximately 65% of the votes cast at the meeting, however, this constituted less than 36% of the shares outstanding (holders of less than 52% of the outstanding common shares were present at the meeting).  Similarly, at the 2010 annual meeting of Deutsche High Income Opportunities Fund, Inc. (f/k/a DWS Dreman Value Income Edge Fund, Inc.) (“DHG”), Western’s nominees received approximately 58% of the votes cast at the meeting, which constituted less than 23% of the shares outstanding (holders of less than 57% of the outstanding common shares were present at the meeting).  As demonstrated by the above results, in contested elections where discretionary voting by brokers is not permitted, even obtaining a quorum at a meeting can be difficult,  let alone a majority of outstanding votes which can be near-impossible.  In each of those situations, Western’s nominees received the vast majority of the votes cast at the meeting, but less than a majority of outstanding shares and therefore the incumbent directors, for whom shareholders did not vote, remained in office.
 
 
 
 
August 23, 2016
Page 11
 
In addition, at DHG’s 2010 annual meeting there was a quorum present and Western’s 14a-8 proposal to declassify the board received 68% of the votes cast, however, the board never took action to implement this clear shareholder mandate.  With respect to failing to hold timely annual meetings, following the striking 2008 vote of no-confidence by shareholders of GCS, it recognized that if it repeated its shameful conduct in 2009, and declared a second consecutive “failed” election, under then-current law, any shareholder could have petitioned for GCS’ dissolution, as well as raising concerns of failing to satisfy the requirement under the Investment Company Act of 1940 that at least two-thirds of the directors be elected by stockholders.  So rather than repeal the majority vote provision bylaw and assure that shareholders could elect directors, GCS simply declined to hold an annual meeting in calendar 2009.  It took a lawsuit from Western to compel GCS to even schedule a shareholder meeting in 2010.  Other additional instances over the past several years where the boards of directors of Deutsche-sponsored CEFs have acted in an undemocratic manner include: (i) in July 2010 GCS opted into the Maryland Control Share Acquisition Act, which protects the company from dissident shareholders and (ii) in March 2009, the board of DRP amended the bylaws of the fund to provide for a majority voting standard and to beef up its advance notice requirements with respect to shareholders nominating directors.
 
More recently, following Western’s submission of a valid 14a-8 proposal to KMM and KST, the funds submitted not one but two no-action request letters to the SEC to attempt to exclude Western’s shareholder proposal, ignoring the streamlined process adopted by the SEC for reviewing and processing no-action requests.  Furthermore, on two occasions recently KMM and KST have used legal technicalities to prevent Western from gaining access to shareholder lists in order to communicate with other shareholders in connection with the 2016 annual meeting.
 
 
k.
“it is clear to us that this requirement was adopted in order to ensure that contested elections would fail”
 
Western acknowledges the Staff’s comment.  The statement referenced above is qualified as to clearly reflect the fact that this is Western’s belief.  On a supplemental basis, Western believes that the KMM and KST boards adopted the majority of outstanding standard as a defense mechanism.  As evidenced in Item 12(j) above, on many occasions, despite Western receiving a substantial majority of the votes cast at the meeting at which a quorum was present, which would typically be sufficient to approve the matter at other companies, the required vote was not achieved.
 
*     *     *     *     *
 
In addition, the Staff is invited to contact the undersigned with any comments or questions it may have.  We would appreciate your prompt advice as to whether the Staff has any further comments.  Thank you for your assistance.
 
Sincerely,
 

 
 
/s/ Adam W. Finerman
 
Adam W. Finerman

 
cc:           Arthur D. Lipson, Western Investment LLC
 
 
 
 
August 23, 2016
Page 12
 
ACKNOWLEDGMENT
 

In connection with responding to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) relating to the KMM Proxy Statement and the KST Proxy Statement, each on Schedule 14A, filed by the undersigned on August 2, 2016 (collectively, the “Filings”), each of the undersigned acknowledges the following:
 
 
·
Each of the undersigned is responsible for the adequacy and accuracy of the disclosure in the Filings.
 
 
·
The Staff’s comments or changes to disclosure in response to Staff comments in the Filings do not foreclose the Commission from taking any action with respect to the Filings.
 
 
·
The undersigned may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 
WESTERN INVESTMENT LLC
     
 
By:
 /s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
 /s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
 /s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

  /s/ Arthur D. Lipson
 
ARTHUR D. LIPSON, Individually and as attorney-in-fact for Matthew S. Crouse and Lynn D. Schultz
 
 
 
 
 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
 /s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member

 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
 /s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member

  /s/ Robert Ferguson
 
ROBERT FERGUSON, Individually and as attorney-in-fact
for Neil R. Chelo