Securities Exchange Act of 1934 — Rule 14a-8
Deutsche Strategic Income Trust
June 24, 2016
John S. Martin
Vedder Price
222 North LaSalle Street
Chicago, IL 60601
Re: Deutsche Strategic Income Trust — Omission of Shareholder Proposal Submitted by Western Investment, LLC Pursuant to Rule 14a-8
Dear Mr. Martin:
In a letter dated May 27, 2016, on behalf of Deutsche Strategic Income Trust, (the “Fund”) you requested confirmation from the staff of the Division of Investment Management that it would not recommend enforcement action to the Securities and Exchange Commission (the “Commission”) if a shareholder proposal and supporting statement (the “Proposal”) submitted by Western Investment, LLC (the “Proponent”) is omitted from the proxy materials for the Fund’s 2016 Annual Meeting of Stockholders.[1] The Proposal provides:
RESOLVED, that the shareholders of Deutsche Strategic Income Trust (“KST”) hereby request that the Board of Directors of KST (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.
You argue that the Proposal may be excluded pursuant to Rule 14a-8(i)(3) under the Securities Exchange Act of 1934, as amended, because the Proposal contains materially false and misleading statements.
We are unable to concur in your view that the Fund may exclude the Proposal under Rule 14a-8(i)(3). We are unable to conclude that you have demonstrated objectively that the portions of the supporting statement you reference are materially false or misleading in violation of Rule 14a-9. Accordingly, we cannot assure the Fund that we would not recommend enforcement action if the Fund omits the Proposal or portions of the supporting statement from its proxy materials in reliance on Rule 14a-8(i)(3).
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please call me at (202) 551-6966.
Sincerely,
/s/ Marianne Dobelbower
Marianne Dobelbower
Attorney
Division of Investment Management
Attachment
cc: Adam W. Finerman (via email)
[1] We also received a letter from the Proponent dated June 3, 2016.
Incoming Letters
http://www.sec.gov/divisions/investment/noaction/2016/deutsche-strategic-income-trust-062416-14a8.htm
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