0000921895-16-004166.txt : 20160419 0000921895-16-004166.hdr.sgml : 20160419 20160419165019 ACCESSION NUMBER: 0000921895-16-004166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160419 DATE AS OF CHANGE: 20160419 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85955 FILM NUMBER: 161579553 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: SC 13D/A 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 SC 13D/A 1 sc13da106290044_04192016.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da106290044_04192016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

Deutsche Multi-Market Income Trust
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

25160E102
(CUSIP Number)
 
ADAM W. FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 18, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
664,900
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
664,900
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
664,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%
14
TYPE OF REPORTING PERSON
 
PN

 
1

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
372,912
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
372,912
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
372,912
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.6%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,038,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,038,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,038,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
OO

 
3

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,038,712
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,038,712
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,038,712
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.6%
14
TYPE OF REPORTING PERSON
 
IN

 
4

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
272,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
272,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
272,020
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
272,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
272,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
272,020
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
272,020
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
272,020
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
272,020
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.2%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 25160E102
 
1
NAME OF REPORTING PERSON
 
NEIL R. CHELO
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
                  - 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
                  - 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                  - 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                  0%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 25160E102

 
1
NAME OF REPORTING PERSON
 
MATTHEW S. CROUSE
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
                  - 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
                   - 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
                  - 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
                  0%
14
TYPE OF REPORTING PERSON
 
IN

 
7

 
CUSIP NO. 25160E102
 
The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”);
 
 
(ii)
Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”);
 
 
(iii)
Western Investment LLC, a Delaware limited liability company (“WILLC”), which serves as the general partner of each of WIHP and WITRP;
 
 
(iv)
Arthur D. Lipson, who serves as the managing member of WILLC (together with WILLC, WIHP and WITRP, the “Western Entities”), and as nominee;
 
 
(v)
Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”);
 
 
(vi)
Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), which serves as the managing member of BPIP;
 
 
(vii)
Robert Ferguson, who serves as a managing member of BPM (together with BPIP and BPM, the “Benchmark Entities”), and as nominee;
 
 
(viii)
Neil R. Chelo, as nominee; and
 
 
(ix)
Matthew S. Crouse, as nominee.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons”.  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The principal business address of each of WILLC, WIHP, WITRP and Messrs. Lipson and Crouse is P.O. Box 71279, Salt Lake City, UT 84171.  The principal business address of each of BPIP, BPM and Messrs. Ferguson and Chelo is 820 A Street, Suite 700, Tacoma, Washington 98402.
 
(c)           The principal business of WILLC is acting as the general partner of each of WIHP and WITRP.  The principal occupation of Mr. Lipson is acting as managing member of WILLC.  The principal business of each of WIHP and WITRP is acquiring, holding and disposing of investments in various companies.  The principal business of BPIP is acquiring, holding and disposing of investments in various companies.  The principal business of BPM is acting as the managing member of BPIP.  The principal occupation of Mr. Ferguson is acting as a managing member of BPM.  The principal occupation of Mr. Chelo is serving as Director of Research at BPM.  The principal occupation of Mr. Crouse is serving as Portfolio Manager at WILLC.
 
 
8

 
CUSIP NO. 25160E102
 
(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Chelo, Crouse, Lipson and Ferguson are citizens of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by WIHP, WITRP and WILLC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 664,900 Shares owned directly by WIHP is approximately $4,970,442, including brokerage commissions.  The aggregate purchase price of the 372,912 Shares owned directly by WITRP is approximately $2,777,640, including brokerage commissions.  The aggregate purchase price of the 900 Shares owned directly by WILLC is approximately $6,867, including brokerage commissions.
 
The Shares purchased by BPIP were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 272,020 Shares owned directly by BPIP is approximately $2,009,925, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following information:
 
On April 18, 2016, pursuant to the Issuer’s Amended and Restated Bylaws, WILLC delivered a letter to the Issuer (the “Nomination Letter”) nominating Neil R. Chelo, Matthew S. Crouse, Robert S. Ferguson and Arthur D. Lipson (collectively, the “Nominees”), for election to the Board at the 2016 annual meeting of stockholders (the “2016 Annual Meeting”).  WILLC intends to deliver a proxy statement and form of proxy to the Issuer’s shareholders and solicit proxies in support of the Nominees.
 
Also, on April 18, 2016, WILLC delivered a letter (the “14a-8 Proposal”) to the Issuer submitting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, a proposal for inclusion in the Issuer’s proxy for the 2016 Annual Meeting and to be voted on at the 2016 Annual Meeting.  WILLC is proposing that 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.
  
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and rested to read as follows:
 
 
9

 
CUSIP NO. 25160E102
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 22,803,076 Shares outstanding, which is the total number of Shares outstanding as of November 30, 2015, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on February 5, 2016.
 
A.
WIHP
 
 
(a)
As of the close of business on April 18, 2016, WIHP beneficially owned 664,900 Shares.
 
Percentage: Approximately 2.9%
 
 
(b)
1. Sole power to vote or direct vote: 664,900
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 664,900
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
WIHP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
B.
WITRP
 
 
(a)
As of the close of business on April 18, 2016, WITRP beneficially owned 372,912 Shares.
 
Percentage: Approximately 1.6%
 
 
(b)
1. Sole power to vote or direct vote: 372,912
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 372,912
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
C.
WILLC
 
 
(a)
As of the close of business on April 18, 2016, WILLC directly owned 900 Shares. WILLC, as the general partner of WIHP and WITRP, may be deemed the beneficial owner of the (i) 664,900 Shares owned by WIHP and (ii) 372,912 Shares owned by WITRP.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,038,712
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,038,712
 
4. Shared power to dispose or direct the disposition: 0
 
 
10

 
CUSIP NO. 25160E102
 
 
(c)
WILLC has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
D.
Mr. Lipson
 
 
(a)
Mr. Lipson, as the managing member of WILLC, may be deemed the beneficial owner of the (i) 900 Shares owned by WILLC, (ii) 664,900 Shares owned by WIHP and (iii) 372,912 Shares owned by WITRP.
 
Percentage: Approximately 4.6%
 
 
(b)
1. Sole power to vote or direct vote: 1,038,712
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,038,712
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Lipson has not entered into any transactions in the Shares since the filing of the Schedule 13D.  The transactions in the Shares by WITRP since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 
E.
BPIP
 
 
(a)
As of the close of business on April 18, 2016, BPIP beneficially owned 272,020 Shares.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 272,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 272,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BPIP has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
F.
BPM
 
 
(a)
BPM, as the managing member of BPIP, may be deemed the beneficial owner of the 272,020 Shares owned by BPIP.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 272,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 272,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
BPM has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
 
11

 
CUSIP NO. 25160E102
 
G.
Mr. Ferguson
 
 
(a)
Mr. Ferguson, as a managing member of BPM, may be deemed the beneficial owner of the 272,020 Shares owned by BPIP.
 
Percentage: Approximately 1.2%
 
 
(b)
1. Sole power to vote or direct vote: 272,020
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 272,020
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Ferguson has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
H.
Mr. Chelo
 
 
(a)
As of the close of business on April 18, 2016, Mr. Chelo, did not beneficially own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Chelo has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
I.
Mr. Crouse
 
 
(a)
As of the close of business on April 18, 2016, Mr. Crouse, did not beneficially own any Shares.
 
Percentage: 0%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 0

 
(c)
Mr. Crouse has not entered into any transactions in the Shares since the filing of the Schedule 13D.
 
The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following information:
 
On April 18, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement  (the “Joint Filing and Solicitation Agreement”) in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer and (b) the Reporting Persons 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.  The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing and Solicitation Agreement, dated April 18, 2016.
 
 
99.2
Powers of Attorney.
 
 
12

 
CUSIP NO. 25160E102
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 

Dated: April 19, 2016
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

 
WESTERN INVESTMENT LLC
     
 
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
 
 
13

 
CUSIP NO. 25160E102

 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Manager

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

 
/s/ Robert Ferguson
 
ROBERT FERGUSON, Individually and as attorney-in-fact for Neil R. Chelo
 
 
14

 
CUSIP NO. 25160E102
 
SCHEDULE A
 
Transactions in the Shares Since the Filing of the Schedule 13D
 
Date of
Purchase/Sale
Shares of Common
Stock Purchased/(Sold)
Price Per
Share($)
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
03/02/2016
2,500
7.6562
03/03/2016
14,741
7.7153
03/04/2016
1,500
7.7385
03/16/2016
386
7.8411

 
EX-99.1 2 ex991to13da106290044_041916.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13da106290044_041916.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Deutsche Multi-Market Income Trust, a Massachusetts business trust (the “Fund”);
 
WHEREAS, Western Investment Hedged Partners L.P., a Delaware limited partnership, Western Investment Total Return Partners L.P., a Delaware limited partnership, Western Investment LLC, a Delaware limited liability company (“Western Investment”), Arthur D. Lipson, Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company, Benchmark Plus Management, L.L.C., a Delaware limited liability company, Robert Ferguson and Matthew Crouse and Neil Chelo wish to form a group for the purpose of seeking representation on the Board of Trustees of the Fund (the “Board”) at the 2016 annual meeting of shareholders of the Fund (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for soliciting shareholders support for any proposal submitted by any member of the Group (as defined below) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 18th day of April 2016 by the parties hereto:
 
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Fund.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
 
2. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Fund; or (ii) any securities of the Fund over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board and any proposals submitted by any member of the Group to shareholders for their approval, each at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4. Western Investment shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5. Each of the undersigned agrees that any SEC filing, press release or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Western Investment, or its representatives.
 
6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Fund, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.
 
 
 

 
 
7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Fund, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax to Adam Finerman at Olshan, Fax No. (212) 451-2222.
 
10. Each party acknowledges that Olshan shall act as counsel for both the Group and Western Investment and its affiliates relating to their investment in the Company.
 
11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
 
[Signature page follows]
 
 
 

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

 
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

Signature Page to Joint Filing and Solicitation Agreement
EX-99.2 3 ex992to13da106290044_041916.htm POWERS OF ATTORNEY ex992to13da106290044_041916.htm
Exhibit 99.2
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Robert Furguson the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Deutsche Multi-Market Income Trust, a Massachusetts business trust (the “Fund”) directly or indirectly beneficially owned Western Investment LLC, a Delaware limited liability company (“Western”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“Benchmark”) or any of their affiliates or members of their Schedule 13D group (collectively, the “Western Group”) and (ii) any proxy solicitation of the Western Group to elect the Western Group’s slate of trustee nominees to the board of trustees of the Fund at the 2016 annual meeting of stockholders of the Fund (the “Solicitation”).  Such action shall include, but not be limited to:
 
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Western Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Fund or the Solicitation;
 
2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Fund or the Solicitation;
 
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Western Group;
 
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Western Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of April 2016.
 
   
   
 
/s/ Neil R. Chelo
 
NEIL R. CHELO
 
 
 

 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Arthur D. Lipson the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Deutsche Multi-Market Income Trust, a Massachusetts business trust (the “Fund”) directly or indirectly beneficially owned Western Investment LLC, a Delaware limited liability company (“Western”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“Benchmark”) or any of their affiliates or members of their Schedule 13D group (collectively, the “Western Group”) and (ii) any proxy solicitation of the Western Group to elect the Western Group’s slate of trustee nominees to the board of trustees of the Fund at the 2016 annual meeting of stockholders of the Fund (the “Solicitation”).  Such action shall include, but not be limited to:
 
1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Western Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Fund or the Solicitation;
 
2. if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Fund or the Solicitation;
 
3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Western Group;
 
4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
5. taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Western Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of April 2016.
 
   
   
 
/s/ Matthew S. Crouse
 
MATTHEW S. CROUSE