SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Deutsche High Income Opportunities Fund
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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Fee paid previously with preliminary materials [].
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF DIRECTORS OF DEUTSCHE HIGH INCOME OPPORTUNITIES FUND FOR THE
2015 ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card to shareholders of Deutsche High Income
Opportunities Fund Inc. (the "Fund") of record as of July --, 2015. We are
soliciting a proxy to vote your shares at the 2015 Annual Meeting of
Shareholders (the "Meeting") which is scheduled for September --, 2015.
Please refer to the Fund's proxy soliciting material for additional
information concerning the Meeting and the matters to be considered by
shareholders. This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders on or about July --, 2015.
INTRODUCTION
The Board of Directors has determined to present one matter to be voted upon
at the Meeting: the election of three directors. A shareholder affiliated
with us intends to present a non-binding proposal recommending that the
board authorize a self-tender offer for the common shares of the Fund at or
close to net asset value ("NAV"). We are soliciting a proxy to vote your
shares FOR the election of the nominees named below and FOR the shareholder
proposal.
REASONS FOR THE SOLICITATION
The Fund's long-term performance has been disappointing. From inception in
September 2006 through the end of 2014, the share price return has been -1.32%
per year. Also, the Fund's shares have traded at a double-digit discount to
NAV in every month since July 2013. Consequently, we believe shareholders
should have an opportunity to realize a price much closer to NAV for their
shares. Toward that end, we are seeking to present the aforementioned
proposal and to elect directors who are committed to addressing the Fund's
discount.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted FOR the election of the nominees named
below and FOR the shareholder proposal. In addition, you will be granting
the proxy holders discretionary authority to vote on any other matters that
may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business by the shareholders at the Meeting
is a majority of the shares outstanding on the record date and entitled to
vote. The election of a director requires the affirmative vote of a majority
of the shares outstanding and entitled to vote. The shareholder proposal will
be approved if a majority of the votes cast vote for it. An abstention or a
broker non-vote is not a vote cast and thus will have no effect on the
election of directors or on whether the shareholder proposal is approved.
Moreover, since this is a contested solicitation, we do not expect any broker
non-votes.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to us;
or (iii) voting in person at the Meeting. Attendance at the Meeting will not
by itself revoke a proxy. There is no limit on the number of times you may
revoke your proxy and only your most recent proxy will be counted.
PROPOSAL 1: ELECTION OF DIRECTORS
The board is comprised of eleven directors, of which three will be elected at
the Meeting. Our affiliate intends to nominate the three persons named below.
Each of our nominees has consented to being named in this proxy statement and
to serve as a director if elected. There are no arrangements or understandings
between Bulldog Investors or any of its affiliates and any nominee in
connection with the nominations. Please refer to the Fund's proxy soliciting
material for additional information concerning the election of directors.
Gerald Hellerman (born 1937); 5431 NW 21st Avenue, Boca Raton, FL 33496 -
Mr. Hellerman owned and served as Managing Director of Hellerman Associates,
a financial and corporate consulting firm, from 1993 to 2013. Mr. Hellerman
is a director and chairman of the audit committee of Imperial Holdings, a
director and chairman of the Audit Committee of MVC Capital, a director,
chief compliance officer of the Mexico Equity and Income Fund and Special
Opportunities Fund, Inc., and a director for Ironsides Partners Opportunity
Offshore Fund. Mr. Hellerman also served as a financial analyst and later as
a branch chief with the U.S. Securities & Exchange Commission over a ten-year
period, as Special Financial Advisor to the U.S. Senate Subcommittee on
Antitrust and Monopoly for four years, and as the Chief Financial Analyst of
the Antitrust Division of the U.S. Department of Justice for 17 years.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, 250 Pehle Ave., Suite 708,
Saddle Brook, NJ 07663 -- Mr. Dakos is a member of Bulldog Investors, LLC,
the investment adviser of Special Opportunities Fund, Inc. and the investment
partnerships comprising the Bulldog Investors group of private funds. He also
is a manager of Kimball & Winthrop, LLC, the managing general partner of
Bulldog Investors General Partnership, since 2012. From 2001-2012, Mr. Dakos
was a member of the general partners of several private funds in the Bulldog
Investors group of private funds and in 2012 became a member of Bulldog
Holdings, LLC which became the sole owner of such general partners. Mr. Dakos
has been a director of Special Opportunities Fund, Inc., a closed-end fund,
since 2009, and the Mexico Equity and Income Fund, Inc., a closed-end fund,
since 2001. He has also been a director of Imperial Holdings, Inc., a
specialty finance company, since 2012, and Brantley Capital Corporation, a
business development company, intermittently from 2005-2013. From 2009-2012
he served as Chief Compliance Officer of Bulldog Investors, LLC.
Richard Cohen (born 1954); Lowey Dannenberg Cohen & Hart, P.C., One North
Broadway, 5th Floor, White Plains, New York 10601-2310 - Since 1998, Mr.
Cohen has been employed as a lawyer by Lowey Dannenberg Cohen & Hart, P.C.,
a law firm that represents investors and directors in public companies,
including closed-end funds. He has been a Director of Lowey Dannenberg since
2005, served as its President from 2008-2014 and became the Chairman in 2015.
He served as a Director, and was on the audit, compensation and nominating
committee of, MGT Capital Corporation from 2011-2012. Mr. Cohen has
represented institutional investors in a number of stockholder voting rights
and corporate governance cases, and has advised boards of directors of public
companies for more than 30 years.
None of our nominees is an interested person of the Fund and none owns any
shares of the Fund.
Unless instructions to the contrary are given, your proxy will be voted in
favor of each of the aforementioned nominees.
PROPOSAL 2: THE SHAREHOLDERS RECOMMEND THAT THE BOARD AUTHORIZE A SELF-TENDER
OFFER FOR THE COMMON SHARES OF THE FUND AT OR CLOSE TO NET ASSET VALUE ("NAV").
Adoption of this non-binding proposal will direct the board to consider
authorizing a self-tender offer for the Fund's common shares at or close to NAV.
However, the board has the sole power to authorize any self-tender offer and
to establish its parameters.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or
employed by us may assist us in the solicitation of proxies. Banks,
brokerage houses and other securities intermediaries will be requested to
forward this proxy statement and the enclosed GREEN proxy card to the
beneficial owners for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders will benefit
from this solicitation, we intend to seek, subject to any applicable
regulatory requirements, reimbursement of our expenses from the Fund.
Shareholders will not be asked to vote on the reimbursement of these
expenses, which we estimate will total $70,000.
PARTICIPANTS
Bulldog Investors, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663,
is the soliciting stockholder and as of July --, 2015 beneficially owns
--------- shares on behalf of clients which were purchased at various
times beginning on August 28, 2013. No "participant" has any direct or
indirect arrangement or understanding with any person with respect to
any securities of the Fund or with respect to future employment by the
Fund or any of its affiliates or to any future transactions to which the
Fund or any of its affiliates will or may be a party. A "participant," as
defined by the SEC, includes Bulldog Investors, the nominees designated
above, and each client advised by Bulldog Investors. The SEC's definition
of a "participant" may be misleading because it suggests that a "participant"
has a greater role in a solicitation than may be the case.
July -- 2015
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE BOARD OF
DIRECTORS OF DEUTSCHE HIGH INCOME OPPORTUNITIES FUND (THE "FUND") FOR THE FUND'S
2015 ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby appoints Phillip Goldstein, Rajeev Das, and Andrew Dakos
and each of them, as the undersigned's proxies, with full power of substitution,
to attend the Meeting and any adjourned or postponed Meeting, and to vote on all
matters that come before the Meeting the number of shares that the undersigned
would be entitled to vote if present in person, as specified below.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF THREE DIRECTORS
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR RICHARD COHEN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
2. THE SHAREHOLDERS RECOMMEND THAT THE BOARD AUTHORIZE A SELF-TENDER OFFER FOR
THE COMMON SHARES OF THE FUND AT OR CLOSE TO NET ASSET VALUE.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted FOR the election of the nominees
named above, and FOR Proposal 2. The undersigned hereby acknowledges receipt of
the proxy statement dated July --, 2015 of Bulldog Investors and revokes any
proxy previously executed.
Signature(s) ___________________________________ Dated: _______________